REQUEST FOR P (RFP) TO P E P SERVICES FOR THE HASE

REQUEST FOR PROPOSAL (RFP) TO PROVIDE ENGINEERING, ENVIRONMENTAL, AND PERMITTING SERVICES FOR THE

RIVERSIDE PONDS & HEADWORKS MITIGATION PROJECT – PHASE II

HMGP DR-4240-20-27R

PROJECT NO.:21-5547

CITY OF CALISTOGA

414 WASHINGTON STREET

CALISTOGA, CA 94508

10/21/2021

October 2021 Page 2 of 27

TABLE OF CONTENTS 1. SUMMARY AND BACKGROUND ...................................................................................................... 3

2. PROJECT DESCRIPTION ................................................................................................................. 6

3. PROPOSAL GUIDELINES .............................................................................................................. 13

4. SCOPE OF SERVICES .................................................................................................................. 15

5. ATTACHMENT A – PROPOSAL SUBMITTAL REQUIREMENTS ................................................................ 17

6. ATTACHMENT B – GENERAL INFORMATION .................................................................................... 21

7. ATTACHMENT C – EVALUATION CRITERIA & RATING ........................................................................ 25

8. ATTACHMENT D – SPECIAL PROVISIONS (ENGINEERING DESIGN)......................................................... 26

Exhibit A: FEMA Federal Provisions

Exhibit B: Sample Professional Agreement

The following appendices are available on CD: (Email your request and mailing address to

[email protected] to receive a copy of the CD)

Appendix A: HMGP Applications

Appendix B: CEQA Documents

Appendix C: 50% Level Plans and Engineers Estimate

Appendix D: Project Studies and Reports

Appendix E: Permit Applications and Permitting Agencies Correspondence

Appendix F: Permits


1. SUMMARY AND BACKGROUND The City’s Wastewater Treatment Plant includes four ponds and a headworks structure that

are located adjacent to the Napa River and Simmons Creek. Channel incision and bank erosion

towards the edges of the ponds and headworks has put these facilities in imminent risk of

catastrophic failure. The purpose of the Riverside Ponds & Headworks Mitigation Project is

to improve the resilience of critical Wastewater Treatment Plant (WWTP) infrastructure from

catastrophic failure from flooding and associated erosion that threatens the continuous

uninterrupted operation of the City’s WWTP. The project also elevates storage to provide

flood protection from 100-year floodway, stabilizes river banks, and widens a portion of

Simmons Creek.

FEMA Hazard Mitigation Grant Program (HMGP):

The City received approval of Phase I Hazard Mitigation Grant Program (HMGP) funds on July

10, 2018 to assist with the design, environmental approvals, permits, and construction of this

project. Phase 1 of the grant was completed on January 31, 2020, and included the tasks listed

below. The extensive appendices to this RFP provide the documents generated from the

Phase 1 work.

• Topographic Survey

• Geotechnical Studies

• Cultural Studies

• Hydrologic / hydraulic modeling & FEMA compliance (HEC-RAS files are available)

• Environmental Studies/CEQA

• 30% Design project plans

• Permit Applications

• 50% Design project plans and cost estimate (AutoCAD files are available)

Project Purpose and Need:

2016 Engineering Report of the City of Calistoga Dunaweal WWTP, established that portions

of the WWTP facilities are at risk of flooding, and catastrophic failure due to bank erosion

caused by channel incision and lateral migration of the Napa River, Oat Hill Mine Ditch, and

Simmons Creek, which has occurred since construction of the Plant. The four existing

riverside ponds situated on the northeast bank of the Napa River, which provide some

additional oxidation of effluent, redundancy of treatment process checks, and more control

of discharge prior to discharging to the Napa River, are threatened by bank erosion along the

Oat Hill Mine Ditch and the Napa River. These ponds were originally designed as percolation

ponds in the 1970’s and now the San Francisco Bay Regional Water Quality Control Board

(SFBRWQCB) is requiring the City to line or abandon these ponds, as part of a cease and desist

order the City is under. The headworks structure, where raw, untreated sewer influent enters

the WWTP for processing, is located 155 feet downstream of the riverside ponds, across the


tributary, on the east bank of Simmons Creek. Between 2002 and 2016, erosion of the

Simmons Creek channel bank reduced the distance between the headworks structure and

the active channel from 12 feet to 3 feet. In 2016, engineers projected that at “the observed

erosion rates of approximately 8-inches per year with approximately 3-feet of bank remaining

before the headworks Structure is undermined suggest failure should be expected within four

to five years, or an estimated 20% probability of failing this year.”

The primary objectives of the Calistoga Riverside Ponds Relocation Project are to:

• Line the ponds to prevent percolation and meet Cease and Desist Order requirements

from the SFBRWQCB

• Reduce the risk of failure of headworks and riverside pond due to flooding and

associated bank erosion

• Raise the berms along the East and West ponds to move the ponds out of the 100-

year floodway and floodplain

Riverside Ponds:

Calistoga’s four Riverside Ponds were built in 1974 and are located adjacent to the Napa River.

These four ponds were originally designed as percolation ponds with an outfall to the River.

They operate in series and currently function as additional oxidation of effluent, redundancy

of treatment process checks, and more control of discharge prior to discharging to the Napa

River in effluent and provide storage prior to discharging to the River.

Since 1974, river bank erosion, often during events with higher flows, has significantly

progressed towards the edge of these ponds and catastrophic failure of the bank is imminent.

The 1974 design plans show the typical existing river bank slopes at 3:1 and no steeper than

1.5:1. Current slopes are near vertical and in some instances the riverside pond edge is

cantilevered over the adjacent river, with less than two feet of bank still in place between

pond and river edge. Figure 5 in the 2016 Phase 1 Engineering Report provides a graphical

depiction of the erosion near the Riverside Ponds over time.

These ponds are also located within the 100-year flood plain and portions are shown to be in

the 100-year floodway per FEMA FIRM mapping.

Headworks Structure:

Calistoga’s Headworks structure was built in 2002 and is located about 115 feet from the

Riverside Ponds. The two facilities are separated by Simmons Creek just upstream of the

confluence with the Napa River. Unlike the Riverside Ponds that hold tertiary treated

effluent, the Headworks structure holds raw, untreated sewer influent that comes into the


plant to begin treatment processing. The purpose of the Headworks is to measure influent

flow into the plant and to provide initial screening for large solids prior to aeration.

Similar to the Riverside Ponds, significant creek bank erosion has progressed towards the

edge of the Headworks structure and catastrophic failure of the bank is imminent. The 2002

plans document the Headworks structure having over 12-feet of separation between it and

the top of bank of Simmons Creek, from there the bank was sloped at approximately 1:1.

Currently the creek bank has eroded into a concave shape, where the top of bank is partially

cantilevered over the bank edge. The narrowest portion reveals the top of bank is within 6

feet of structure, but due to the fact the cantilever portion is nearing the edge of the structure

it is estimated that the headworks structure is approximately 3 feet from the edge of the

vertical bank below. Figure 4 in the 2016 Phase 1 Engineering Report provides a graphical

depiction of the erosion near the Headworks over time.

The Headworks structure is approximately 1.5’ above surrounding grade, putting the top of

structure approximately 10-inches above the 100-year (1%) flood elevation.

Environmental Permits

The HMGP Phase 1 work included completion of environmental studies and submission of

applications for all required environmental permits including:

• Federal

o United States Army Corps of Engineers (USACE) – Clean Water Act Section 404

Nationwide Permit for construction activities in the vicinity of drainage and

that could affect jurisdictional waters

o United States Fish and Wildlife Service (USFWS)/National Marine Fisheries

Service (NMFS) – federal Endangered Species Act Section 7 consultation for

construction activities affecting federal-listed species or habitat

• State

o California Department of Fish and Wildlife, Bay Delta Region (CDFW) – Fish and

Game Code 1600 Lake and Streambed Alteration Agreement for activities

affecting riparian habitat or nesting birds, state Endangered Species Act

Section 2080 and California Code of Regulations, Section 783.2 Incidental Take

Permit for construction activities affecting state-listed species or habitat,

including California freshwater shrimp, a State and Federally listed species


o Regional Water Quality Control Board, San Francisco Bay Region (RWQCB) –

Clean Water Act Section 401 Water Quality Certification; Porter-Cologne Act

for construction activity that could affect water quality

o State Historic Preservation Office – National Historic Preservation Act, Section

106 compliance for construction activities affecting historic and archaeological

resources

• Local (will be submitted with final construction plans)

o City of Calistoga – tree removal permit

o City of Calistoga – encroachment permit for construction along the Vine Trail

o City of Calistoga grading permit

The Army Corp 404 permit was finalized. All other permits shall be completed as part of the

Phase 2 project scope of services.

2. PHASE II PROJECT DESCRIPTION The 50% project plans were prepared with Phase 1 and are available in Appendix C. As

described in the CEQA Final Initial Study/Mitigated Negative Declaration 2019, the proposed

Project, is a refined version of the Alternative No. 2 in the Phase 1 Engineers Report. It would

protect the riverside ponds from flooding, line them to prevent percolation, protect WWTP

headworks structure from failing into Simmons Creek and provide a new pipe for higher

conveyance to the new pond and install valve controls to better automate Napa River

discharges. Additionally design of about 900 feet of new 14” force main for treated effluent is

part of the scope of work along with piping and automated valving for inlet/outlets of Riverside

Pond piping and E-1 discharge to the Napa River. There will be a need for automating river

discharge valve to existing river gauge in the Napa River and controls required for WWTP

processes to ensure improved river discharge capabilities. There will also be re-routing of storm

drainage channels and/or possible new storm drain piping required with new river outfall to

separate sewer discharge piping (E1 discharge), from being combined with storm water

discharge.

In addition, the Project would protect the riverside ponds, WWTP headworks structure, and

associated critical infrastructure from flooding, erosion, and catastrophic bank failure that

threatens the continuous uninterrupted operation of the City WWTP by relocating the riverside

ponds and associated water conveyance and treatment utilities; realigning river channels away

from infrastructure, restoring a vegetated riparian buffer of sufficient width, and stabilizing

channel banks between the riverside ponds and headworks structure and the adjacent active

river channels to protect the facilities from subsequent erosion. Figure 5 shows these project

elements on the project site. A Stormwater Pollution Prevention Plan (SWPPP) will be


implemented for all construction activities. Flooding risk would be reduced by elevating

riverside pond berms and headworks protection infrastructure above the 100-year flood

elevation.

Relocate Riverside Ponds and Associated Infrastructure

To maximize the floodplain buffer width between the ponds and along the Napa River and the

Oat Hill Mine Ditch tributary, the four existing ponds would be abandoned and replaced by two

lined ponds on the approximate footprint of existing Ponds 2 and 3 outside of the 100-year

floodplain, and above the 100-year flood elevation.

To reconfigure the site of the four existing wastewater treatment ponds, the grading footprint

would be cleared and grubbed, erosion control measures would be installed, and the SWPPP

would be implemented. Existing piping and utility infrastructure would be removed prior to site

regrading. Approximately 86 trees would be removed from the Project site and mitigated.

Existing Pond 4 and associated infrastructure would be abandoned. The floodplain on the Pond

4 footprint would be re-contoured and revegetated. An existing trunk pipeline and abutments

located over Oat Hill Mine Ditch near the Napa Valley Vine Trail and west of Pond 4 would be

removed along with a manhole located adjacent to Oat Hill Mine Ditch.

Existing Pond 1 would be abandoned, re-contoured, and revegetated. The general basin shape

of Pond 1 will be retained, which would provide the function of storage of emergency overflow

from the new ponds in the unlikely event that the system controls fail.

After abandoning Ponds 1 and 4, Pond 2 and 3 would be converted to the new East and West

ponds. The East and West ponds would first be excavated. The material from the bottom of the

ponds would be reused on site as fill. The interior berms would be relocated and rebuilt with a

raised top elevation with either clay material from the stockpile that originated from other

pond berms, or with appropriate imported soil. A 20-foot wide flat shoulder would be graded to

surround the base of the East and West ponds on the floodplain and to separate the ponds

from each other as well as from the newly graded and stabilized channel banks. The new East

and West ponds would have the same or slightly larger storage capacity (a minimum of 1.8 MG)

for treated wastewater as the four existing ponds.

To ensure that water quality objectives can be achieved with the reconfiguration of the ponds,

the New ponds would be plumbed to include existing SolarBee mixers and sprinklers for

aeration. New instrumentation and associated equipment would be installed including:

flowmeters, check valves, automated outlet control valves, electrical, communication, and

Supervisory Control and Data Acquisition (SCADA) systems. Additional facilities would be


installed to convey treated wastewater from the West pond to the East pond, and from the East

pond to the outfall facility, to provide electrical and SCADA control outlet control valve to the

Napa River (based on river gauge flows near Dunaweal) and aeration, and for other ancillary

facilities.

The East and West ponds would be fitted with an underdrain, lined, and provided access points

for maintenance. A subliner underdrain and dewatering system would be installed on the

bottom of the ponds, consisting of a 4-inch layer of permeable material overlain by a grid

bottom with 12-inch x 12-inch trenches filled with permeable material and 6-inch perforated

polyvinyl chloride (PVC) pipe, 50-foot O.C. Cleanouts would be installed at the end of 6-inch

perforated pipes. A dewatering well (14-inch C905 pipe with submersible pump and level

instrument) would be installed to pump out the 6-inch perforated PVC pipes. A 12-oz protective

filter fabric would be installed over the completed liner subgrade and dewatering system. A 60-

mil3 HDPE smooth liner would then be installed followed by pipe-liner penetrations. One liner

access stairway and associated lanyards, and one dinghy access point would be installed to

each pond.

To provide mixing, the existing SolarBee aerators would be relocated to the East and West

ponds, and moorings would be installed.

Electrical service upgrades would be installed to support all improvements including operation

of automated valves, flow meters, and other associated infrastructure.

The East and West ponds would be fitted with inlet pipes to deliver wastewater between the

WWTP and the ponds. An 18-inch PVC C905 pipe would be installed that connects to the

existing 10-inch RWL pipe and 18-inch RWL pipe, with a total of eight isolation valves at two

locations:(1) at the northwest corner of West pond and (2) at the northwest corner of East

pond. A meter would be installed at each pond inlet with a magmeter, extra spool piece, and

branch tee with valves and cam fittings for hose connections. There would be four valves total.

A pump pad would be installed adjacent to the meter vault for placing a temporary mobile

pump in the event that the ponds need to be pumped out. A pump discharge hose would be

connected to the cam fitting described above. A liner-pipe penetration would be installed for

the pond inlets with an attached hose on the pond slope and a tee fitting at 3 feet above the

pond bottom.

A component for transferring water between the East and West ponds would be installed,

which would consist of either: (1) a sluice gate with stop logs; or, (2) high water and low water

pipes with valves; or (3) a hybrid, such as a pipe to a manhole with adjustable interior baffles.


An outlet would be installed in the new West pond, which would either consist of relocating the

existing floating intake structure from Pond 1, or it would be a new outlet structure. A sampling

station would be installed.

An effluent line and outfall pipe would be installed to discharge treated wastewater from the

New East pond to the Napa River. A new 18-inch HDPE outfall pipe would be installed from the

outlet on the downstream east end of the new East pond at a concrete box with a flow meter

and an automated knife gate. The existing flow meter would be relocated to measure discharge

into the Napa River. The automated knife gate would control discharge based on existing river

gauge flow volumes (located near the Dunaweal bridge, approximately 1,700 linear feet [LF]

downstream of the outfall) and in accordance with National Pollutant Discharge Elimination

System (NPDES) river discharge requirements.

The 18-inch HDPE outfall pipe would flow east from the concrete box east parallel to, and

between, the Vine Trail and the newly stabilized Napa River bank, to the outfall pipe junction at

the downstream end of the stabilized channel bank. There it would connect to the existing 24-

inch HDPE outfall pipe, which runs perpendicular to the slope from a depression on the north

side of the Vine Trail berm south to where it drains into the Napa River. Unlike the current

condition, the new outfall pipe configuration would not carry stormwater from north of the

Vine Trail berm comingled with effluent from the treatment ponds. As explained in the section

below on improving stormwater conveyance, the section of the existing 24-inch HDPE outfall

pipe that runs between the depression north of the Vine Trail and the new point of connection

with the 18-inch HDPE outfall pipe would either be capped and abandoned in place, or

demolished where possible. The stormwater flows would be re-routed through a new open

channel north of the bike trail and discharge directly into Simmons Creek or a new stormdrain

line designed to separately drain the runoff to the Napa River. Modifications would be made

near the open end of the existing 28-inch HDPE outfall pipe. Erosion control and bank

stabilization improvements would be installed at the base of the outfall pipe to protect the

Napa River channel bank from erosion.

To accommodate emergency overflows, a spillway would be constructed at the downstream

end of the East pond. Emergency overflows would be routed via a drainage swale to the

reconfigured Pond 1 emergency storage area.

New lighting would be installed to illuminate key areas as necessary. Likely locations include: at

the inlet to the new West pond; in between the East and West ponds where the pond water

transfer infrastructure is located; at the outlet to the new East pond; at the point of connection

of the new outlet pipe from the East pond and the 28-inch outfall pipe to the Napa River; at the

existing shed in the footprint of Pond 1 where the electrical controls for the outfall pipe are


located; and at locations where electrical controls would require illumination. Solar batteries

would be installed where necessary to power the light-emitting diode (LED) lighting.

Stabilize and Protect Riverside Pond Channel Banks

To stabilize the river channel banks along the riverside ponds, trees would be removed, and

vegetation would be cleared and grubbed within the grading footprint. Approximately 600

linear feet of the channel bank at the confluence of the Oat Hill Mine Ditch and the Napa River

would be graded to a stable 3:1 slope along the entire footprint of the New ponds.

To maintain bank toe stability, a 225 feet long buried rock toe protection structure would be

installed at the base of the slope along the upstream-most section of the graded channel bank,

at the outside of the meander bend which is currently migrating northward into the west end of

existing Pond 3, or what will be the west end of the new West pond. The Oat Hill Mine Ditch

would be dewatered per the description in the section below to allow access for equipment to

install the rock slope protection (RSP), which would be buried in a trench in the channel

bed/toe area for toe stability. No exposed RSP is expected with this Project to adequately

provide scour countermeasures. Conceptually, the extent of the buried/planted RSP revetment

would remain at the toe of the slope and may extend up to 10 vertical feet up the channel bank

to prevent toe failure and bank instability. Biotechnical stabilization methods and materials are

expected to be installed on the remaining channel bank areas in the excavated and scour

potential areas.

Outfall protection would be added to the base of an existing stormwater culvert outlet located

along the upper bank of the Napa River just upstream of the proposed buried rock toe

protection. The outfall protection would be installed to protect the Napa River from erosion.

Starting approximately 60 feet downstream of the graded channel bank protecting the New

Ponds, approximately 360 LF of the Napa River channel bank would be graded to a stable slope

and revegetated to stabilize erosion that is occurring on the outside of the meander bend which

is migrating northward between existing Ponds 1 and 2, or what will be the downstream end of

the New East pond.

Where possible, large trees removed for the project would be salvaged and stockpiled for reuse

as instream habitat enhancement and bank protection structures.

Erosion control measures would be installed following grading. A temporary irrigation system

would be established for plant re-establishment. The 2.64 acres of graded areas for the

abandoned ponds would be revegetated with native riparian upland vegetation.


Stormwater Conveyance Ditch

The existing 28-inch HDPE outfall pipe from the riverside ponds to the Napa River drains both

wastewater from the ponds and stormwater from an isolated depression located north of the

Vine Trail berm. Stormwater conveyance from the depression would be rerouted to Simmons

Creek or conveyed in a new separate Storm Drain pipe to the Napa River. To separate the

stormwater runoff from wastewater, the existing 28-inch HDPE pipe would be closed at the

depression, abandoned to the point of connection with the 18-inch HDPE pipe from the New

Ponds. The depression would then be filled in and graded to route stormwater eastward into

the existing swale that drains the north side of the Vine Trail berm into Simmons Creek

upstream of the concrete bridge on the Vine Trail. Another alternative Vegetation would be

removed as necessary for access and grading along the swale to create positive drainage

towards Simmons Creek. Erosion control measures would be installed following grading. A

temporary irrigation system would be established for plant re-establishment. The 0.03 acre of

graded areas along the stormwater conveyance ditch would be revegetated with native riparian

upland vegetation. Alternatively a new separate Storm Drain could be designed to discharge to

the Napa River.

Realign Simmons Creek to Protect Headworks Structure

To protect the WWTP headworks from failure due to channel bank erosion and flooding, the

Simmons Creek channel would be realigned westward away from the structure, and the

channel banks would be stabilized and restored. Construction access to realign the Simmons

Creek channel and stabilize the channel bank below the headworks structure would be from

the west bank of Simmons Creek in the graded footprint of the existing Pond 1. Simmons Creek

would be dewatered per the description in the section below to allow access for equipment to

realign the channel, while protecting existing 27-inch sewer trunk line supports and 18-inch

recycle water line supports (the old 18-inch trunk line would be removed, along with its bank

supports). Biotechnical stabilization methods and materials would be installed on the channel

bank areas in the excavated and scour potential areas on both sides of the river channel. The

restored channel would be widened and engineered with biotechnical stabilization methods to

reduce the erosive power of the flood flows, while improving aquatic habitat, and maintaining

fish passage to this anadromous tributary. The Project would also improve conveyance capacity

and reduce the potential for localized streambed scour.

Where possible, large trees removed for the project would be salvaged and stockpiled for reuse

as instream habitat enhancement and bank protection structures. Erosion control measures

would be installed following grading. A temporary irrigation system would be established for

plant re-establishment. The 0.21 acres of graded Simmons Creek channel bank areas would be

revegetated with native riparian upland vegetation.


14-inch Force Main

Upgrades to the WWTP headworks structure include a new 14-inch Force Main (FM). The 14-

inch FM would be extended mainly along the existing bike path from the connection at the

existing effluent pump station to the existing 18-inch recycle waterline crossing over Simon’s

Creek. A section of fence would be removed and trees would be cleared as needed to perform

the crossing to the bike path. The fence section would be repaired and the area revegetated

upon completion of the FM installation. The FM would be installed under the Vine Trail bike

path. Access to create the utility trench in the Vine Trail would be provided by sawcutting the

existing road and bike path pavement along the 14-inch FM alignment. A 30-inch wide pipe

trench would be constructed to provide 3 feet of minimum cover. The buried FM would be

installed on 6-inch pipe bedding with 12-inch pipe cover, and AWWA C905 DR21 PVC Water

Pipe with gasketed joints and MJ fittings. The total estimated FM length is 900 LF.

The Vine Trail bike path would be damaged from construction traffic and creation of the FM

utility trench. Following construction, the bike path will be restored as necessary and repaved

with new asphalt.

Modifications to the Road up to the Berm

To make the berm road accessible, the Vine Trail would be widened to allow travel at the bike

path elevation north of the existing Pond 1 footprint. The slope of the path would remain

gentle to accommodate bicycle and pedestrian traffic.

Effluent Pump Station Site Modifications

Modifications would be made to the effluent pump station as follows. The existing piping in

Valve Box US-5 would be modified to accommodate the new 14-inch FM tie-in. The Valve Box

and 6-inch piping may need to be demolished and upsized. Gate valves would be installed to

control the flow to the existing 10-inch TS or to the new 14-inch FM. It may be possible to reuse

the existing 6-inch gate valve for the existing 10-inch TS. Valves would be installed to allow for

reverse flow from the new East and West ponds back into Effluent Pump Station and the 20-MG

Storage pond if needed for treatment. There would also be a pipe connection from the existing

10-inch to the existing WWTP equalization pond to provide the treatment plant operators the

ability to run riverside pond water back for re-treatment purposes in case of an unforeseen

upset in the process.

Underground Utilities

There is a 28-inch culvert draining stormwater from a depression north of the Vine Trail berm

to the Napa River, which would be closed off and removed where possible. Additional

underground utilities, including any sewer, gas, electrical, water and telecommunications lines,

would be identified during the design phase.


Right of Way

The Project would take place within existing City Right of Way / Easements. No temporary

construction easements from private property owners would be required to construct the

Project. Neither are any land acquisitions required.

National Flood Insurance Program – CLOMR/LOMR:

The project is in a FEMA mapped floodplain /floodway and is designated as Zone “AE” per the

City of Calistoga FEMA FIRM Panel: 06055C0235E and 06055C0229E. The majority of the

project is in the 100-year Floodway, while other portions are in the 100-year Floodplain Zone

AE.

A detailed hydraulic modeling of the Napa River was completed in Phase I which included

evaluating effective duplicate, corrected existing and proposed models. The Hydraulic analysis

demonstrated no rise in the base flood elevation and a No-Rise Certificate was prepared for the

project.

Consultant shall re-evaluate the No-Rise Certificate against the final design and determine if a

No-Rise Certificate could be re-validated or a LOMR/CLOMR is necessary for the project.

Include a discussion in your proposal and an “optional task” in the cost proposal for obtaining a

CLOMR/LOMR.

3. PROPOSAL GUIDELINES The purpose of this Request for Proposal (RFP) is to solicit proposals from various professional

service organizations, conduct a fair and extensive evaluation based on criteria listed herein,

and select the most qualified firm.

Per FEMA requirements, consultants who assisted the City with the Grant Application or

Phase I work, will be excluded from proposing on Phase II agreement.

This RFP is seeking engineering, environmental and permitting assistance for Phase 2 of the

HMGP grant. The requested scope of services includes the following:

• Engineering and Design; Preparation of Plans, estimates and & Bid Documents

• Permits procurement & Agency Approvals

• Construction management and inspection services.

The construction management and inspection services are optional and may be awarded at

the City’s discretion.


Qualified consulting firms are invited to submit proposals for the Scope of Services described

below. Firms responding to this RFP shall submit:

• Five bound copies of the technical proposal, one unbound reproducible

copy and one electronic PDF copy.

• A work plan with proposed hours and a proposed cost estimate in a

separate sealed envelope titled “Riverside Ponds & Headworks Mitigation

Project - Cost Proposal’.

Proposals must be submitted by no later than 4:00 p.m. on November 29, 2021 to:

City of Calistoga Public Works Department

Attention: Hamid Heidary, Senior Civil Engineer

414 Washington Street

Calistoga, California 94515

Please refer to “Attachment A - Proposal Submittal Requirements” for additional

information regarding proposal requirements. Please refer to “Attachment B - General

Information” for specific details about the consultant selection process and other City of

Calistoga submission process requirements.

Please refer to Exhibit A for FEMA federal provisions. Attachments A1 and A2 shall be

signed and included in the proposal package.

Pre-Proposal Meeting:

A Non-mandatory pre-proposal meeting will be held Thursday, November 10, 2021 from

11:00–12:00. The meeting will be held at the project site located at the Wastewater

Treatment Plant at the eastern terminus of Washington Street. Attendees are encouraged

to arrive 5 minutes early to allow for gate access through the lower Washington gate.

Attendance is highly recommended but is not mandatory.

Tentative Consultant Selection Schedule:

RFP Available and Mailed October 15, 2021

Pre-proposal Information Meeting November 10, 2021

Proposals Due November 29, 2021


Interviews (if necessary) December 23, 2021

City Council January 18, 2022

Issue Notice to Proceed January 24, 2022

Project Schedule:

The funding provided by the FEMA HMGP requires the Phase 2 construction project to be

completed by September 22, 2023 and the project closeout completed within 120 days of

project completion. The proposal shall provide a schedule to meet these required

completion dates. A preliminary list of tasks to be included in the schedule is provided

below:

Engineering & Design; Preparation of plans, specifications and engineers estimate to 90%

Permits Procurement / Agency Approvals

100% Plans & Bid Documents /

Public Bid/Bid Opening & Construction Contract Award

Construction

Construction Management & Inspection

Grant Close-out

4. SCOPE OF SERVICES The requested scope of work includes the design and preparation of the complete set of

construction documents, preparing the required environmental studies and obtaining

environmental permits as necessary to solicit bids for construction. Optional tasks include

LOMR/CLOMR, bidding assistance, construction management and inspection services. At

the City’s discretion the Optional Tasks may be included with the initial contract, awarded

as a second phase to the contract, or deleted. An outline of the scope of services is

provided below:

Task 1: Engineering & Design; Preparation of Plans and Bid Documents

• Preparation of 90% level design and construction drawings, bid documents, and

estimates of probable cost of construction

• Preparation of 100% design and construction drawings, bid documents for public

bidding and estimates of probable cost of construction

• Bid phase assistance including attending pre-bid meeting and responses to requests

for clarification or information.

Task 2: Environmental Permits, Approvals, and Coordination


• The project requires close coordination and communication with regulatory agencies

assigned with protecting water quality, sensitive species, cultural resources, and

aquatic habitat in order to secure the required permits for project implementation.

• The proposed project requires a range of environmental documents and permits

from Federal, State and local regulatory agencies. The previously completed Phase 1

work included completion of the required environmental studies and submission of

environmental permit applications. The consulting firm shall review the status of all

studies and permits and include completion of all permits in their scope of services.

Task 3: Construction Management & Inspection (Optional)

• Review shop drawings and submittals, respond to Requests for Information, and

provide input and respond to technical issues during construction

• Inspect work and document daily construction activities

• Conducting biological monitoring

• Track schedules

• Meetings and coordination

• Process payments

• Develop, maintain, and deliver construction documents at the end of construction

phase


5. ATTACHMENT A – PROPOSAL SUBMITTAL REQUIREMENTS

INTRODUCTION These guidelines were developed to standardize the preparation of proposals by consultants for engineering services. The purpose of these guidelines is to help assure consistency in format and content of proposals that are prepared by consultants and submitted to the City. This process will reduce the time required for the consultant to prepare a proposal and will simplify the review process by City staff. The proposal should contain the following information: 1. Introductory letter 2. Office locations at which work will be performed 3. Qualifications and experience of project manager and key team member 4. Work plan 5. Project schedule 6. Supportive information 7. References (at least 3 for proposing firm and 3 each for sub-consulting firms) RECOMMENDED DETAIL Note: All references to the maximum number of pages are to be single sided pages. A twenty (20) page maximum is highly encouraged for items 1 through 7 above. The page limit noted above does not apply to required submittal forms and the resumes. 1. Introductory Letter: This letter should be addressed to:

City of Calistoga Department of Public Works

414 Washington Street Calistoga, CA 94515

Attn: Hamid Heidary P.E., Senior Civil Engineer Indicate the name of the firm submitting the proposal, its mailing address, telephone number, and the name of an individual to contact if further information is desired. This letter should reflect the consultant’s project understanding and summarize critical issues, challenges, milestone tasks and appropriate resourcing. This should be based on existing information available in the Request for Proposal, from a site visit, available documents, and from applicable regulations or requirements. This letter should also contain an expression of the consultant’s interest in the work, a brief summary statement regarding the qualifications of the consultant to do the work, and a brief summary of any information about the project team or the consultant that may be useful or informative to the City.


NOTE: Along with the introductory letter, the consultant should indicate his/her acceptability of the terms and conditions of the Sample Professional Services Agreement (see attached Exhibit B). Any proposed deviations and modifications to the agreement should be noted, with reasons given, in the introductory letter for review by the City. The City will not consider changes to the agreement once the selection process has been completed.

2. Office Location at Which Work will be performed: Identify the office location or locations where the consultant and any sub-consultants will accomplish the work. 3. Qualifications and Experience of Project Manager and Team:

An organization chart for proposed team must be included. Describe how the consultant team will be organized. Discuss the qualifications and experience of the consultant firm, project manager, project team and sub-consultants on similar projects. Specific experience with City, state and federal projects and procedures should be also included. NOTE: The City must approve any change in key personnel after the award of a project before the change is made. 4. Work Plan: Identify key personnel that will be made available to this project, define their level of project involvement and time commitment. Describe the responsibilities of key team members and explain how they will interact with respect to delivery of critical tasks. The proposal should contain a listing of current work commitments to other projects or activities in enough detail to indicate that the organization and all of the individuals assigned to the proposed project will be able to meet the schedule outlined in the proposal. The work plan will ultimately become part of the contract by reference to the proposal. It should describe and define in a specific, concise and straightforward manner the proposed approach to achieving the objectives and accomplishing the tasks described in this Request for Proposal. The consultant’s internal control for ensuring communication with City staff is adequate and timely, and submittals are complete and on time should also be discussed. 5. Project Schedule: The prospective Consultant shall prepare a schedule that is both adequate and reasonable to ensure timely completion of the tasks listed in the Scope of Services. NOTE: The Consultant’s schedule should allow for a City review period of three weeks for each project deliverable. 6. Supporting Information: Supporting information may include graphs, charts, photos, resumes, references, etc., and


is to the consultant’s complete discretion. 7. References: This section should describe work which is similar in scope and complexity to the project and which the Consultant team has undertaken in the last seven years. A discussion of the challenges faced and solutions developed by the team is highly recommended. The section shall also include a summary table showing the following information: • Name of project, construction cost, and date Consultant services were provided • Names of Consultant’s project manager and key team personnel • Scope of the Consultant team’s assignment on the project • Name, address, and current phone number of the Agency Project Manager NOTE: A minimum of three references are required for the prime consultant and any sub-consultants on the project team. Each will be contacted by City staff. References with incorrect contact information will not count toward the required minimum. 8. Conflict of Interest Statement: The prospective Consultant shall disclose any financial, business or other relationship with the City that may have an impact upon the outcome of this contract or the City construction project. The prospective Consultant shall also list current clients who may have a financial interest in the outcome of this contract or the City construction project that will follow. In particular, the prospective Consultant shall disclose any financial interest or relationship with any construction company that might submit a bid on the City construction project. 9. FEMA Required Certificates: Include with your proposal, a signed Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions and a signed Certification Regarding Lobbying. The certificates templates are included as attachments A1 and A2 of Exhibit A. 10. Insurance Coverage: The prospective Consultant shall provide a summary of the firm’s insurance coverage for Comprehensive General Liability Insurance, Commercial Automotive Liability Insurance, Professional Liability Insurance, and Worker’s Compensation Insurance. For additional information regarding insurance requirements, see Attachment B, “General Information,” of this RFP. 11. Work Hours and Cost Estimate: The consultant shall submit their proposed work hours and project cost estimate in a separate 8 ½” x 11” envelope labeled “Riverside Ponds & Headworks Mitigation Project - Cost Proposal” The estimate should include the following detail:


• Work hours for each team member, by task, and total work hours by all members for each task. • Billable rates of each member of the project team. • Breakdown of direct costs, profit, indirect rate, and estimated reimbursable expenses, and markups. • Project cost estimates and fee from each sub-consultant on the project team for his/her portion of the work at the same level of breakdown noted above.


6. ATTACHMENT B – GENERAL INFORMATION Selection Process The selection process is described below. A. After the period has closed for receipt of Request for Proposals (RFP), each will be

examined to determine compliance with the format requirements specified in the RFP. Any proposal that does not meet the format requirements will be eliminated from competition and returned to the consultant. The City may reject any proposal if it is conditional, incomplete, or contains irregularities. B. A Selection Panel (SP) will review each proposal that meets the format

requirements. SP members will individually evaluate and score each in accordance with the scoring system shown in the Request for Proposal - Part 1 of Attachment C. C. Following independent evaluation of the proposal, the top candidates may be

requested to participate in an interview which will be scored in accordance with Part 2 of the evaluation criteria contained in Interview - Part 2 of Attachment C. However, the City reserves the right to determine the qualifications of the firm on the basis of the written proposal only. D. All competitors will be notified of the results.

2. Late Submittal A proposal is late if received at any time after the required submittal date and time. A proposal received after the specified time will not be considered and will be returned to the proposer. 3. Modification or Withdrawal of Submittal Any proposal received prior to the date and time specified above for receipt of proposal may be withdrawn or modified by written request of the consultant. To be considered, however, the modified proposal must be received by the required time and date specified. 4. Written Questions Written questions should include the individual’s name, address and must reference this RFP. Questions should be mailed to the following address:

City of Calistoga Department of Public Works

414 Washington Street Calistoga, CA 94515

Attn: Hamid Heidary, Senior Civil Engineer Questions may also be sent by e-mail to [email protected]. Please include in the subject line “RFI-Riverside Ponds and Headworks Mitigation Project”. Questions via phone will not be responded to.


5. Signature The proposal shall be transmitted with a cover letter that must be signed by an official authorized to bind the prospective consultant contractually. The signed cover letter constitutes certification by the prospective firm. An unsigned proposal or one signed by an individual not authorized to bind the prospective firm will be rejected. 6. Insurance The firm shall provide a summary of the firm’s present and proposed insurance coverage (comprehensive general liability, professional errors and omissions, automotive liability, and workers’ compensation) for this project. Minimum limits of coverage are as follows: Comprehensive General Liability $2,000,000 combined single limit Professional Errors & Omissions (if required) $1,000,000 Automotive Liability $1,000,000 combined single limit Workers’ Compensation (in accordance with State laws) Prior to commencement of the work described in Scope of Services, a certificate of insurance shall be furnished stating the following:

1. That the insurer will not cancel the insured’s coverage without 30 days prior written notice to the City.

2. That the City will not be responsible for any premiums or assessments on the policy. 3. An additional insured endorsement naming the City of Calistoga, its officials, officers, employees and volunteers is required.

4. A waiver of subrogation in favor of the City of Calistoga on the Worker’s Compensation Insurance. The firm agrees that the bodily injury liability insurance herein provided for shall be in effect at all times during the term of this contract. In the event said insurance coverage expires at any time or times during the term of this contract, the firm agrees to provide, at least thirty (30) calendar days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the contract, or for a period of not less than one (1) year. New certificates of insurance are subject to approval by the City. In the event the firm fails to keep in effect at all times insurance coverage as herein provided, the City may in addition to any other remedies it may have, terminate this contract upon occurrence of such event. 7. Property Rights A proposal received within the prescribed deadline becomes the property of the City and all rights to the contents therein become those of the City. 8. Confidentiality


Prior to award of the contract, all proposals will be designated confidential to the extent permitted by the California Public Records Act. After award of the contract, or if not awarded, after rejection of all proposals, all responses will be regarded as public records and will be subject to review by the public. Any language purporting to render all or portions of the proposal confidential will be regarded as non-effective and will be disregarded. 9. Amendments to Request for Proposal The City reserves the right to amend the RFP by addendum prior to the final proposal submittal date. The City also reserves the right to extend the due date, or to cancel this RFP at any time. 10. Non-Commitment of City This RFP does not commit the City to award a contract, to pay any costs incurred in the preparation of a proposal for this request, or to procure or contract for services. The City reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified firm or to modify or cancel in part or in its entirety the RFP if it is in the best interests of the City to do so. 11. Award of Contract It is anticipated that compensation under any contract resulting from this Request for Proposals (RFP) will be on a firm fixed price contract fee basis with a not-to-exceed amount. Negotiations to establish the contract amount shall take place after the consultant selection process is completed. Any contract awarded as a result of this RFP will be awarded without discrimination based on race, color, religion, age, sex, or national origin. The prospective consultant will be required to adhere to the provisions of a fully executed agreement. Provisions of the agreement shall be based on a standard agreement approved by the City Attorney. Exhibit B has a sample of the City’s standard professional services agreement. Any deviation or exceptions to the standard language shall be identified by the prospective consultant and included in the Proposal. Significant deviation or exceptions to the standard language may result in a prospective consultant being dropped from consideration. 12. Execution of Contract and City Business License Requirement The prospective firm is advised that should this RFP result in recommendation for award of a contract, the contract will not be in force until it is approved and fully executed by the City. The selected consultant will be required to obtain a City Business License prior to award of contract and consultant shall be required to maintain a valid business license during the term of the contract. 13. Public Domain


All products used or developed in the execution of any contract resulting from this RFP will remain in the public domain at the completion of the contract. 14. Coordination Coordination of consultant and City activities will be accomplished through a Firm Project Manager and the City Project Manager. The Firm Project Manager shall not be removed from the project during the course of work without City approval. The firm shall carry out instructions as received from the City Project Manager and shall cooperate with the City and any other contractors working on the project. It is not the intent of the foregoing paragraph to relieve the firm of its professional responsibility during the performance of this contract. In those instances where the firm believes a better plan, methodology or solution to the problem is possible, it shall promptly notify the City Project Manager of these concerns, together with the reasons, therefore.


7. ATTACHMENT C – EVALUATION CRITERIA & RATING

WRITTEN PROPOSAL – PART 1 MAXIMUM

POINTS REVIEWERS

SCORE

Introductory Letter - Reflects project understanding and summarizes critical issues, challenges, milestone tasks, and appropriate resourcing.

5

Project Team - Team organization, qualifications and experience of the firm, project manager, team, and sub-consultants on similar projects. Experience with City, state and federal projects and procedures.

25

Availability - Key personnel are available and committed to the project with no substitutions

5

Work plan - Assignment, understanding, and organization of tasks, understanding of interrelationship of critical tasks, hour commitment to each task, deliverables.

15

Quality Control - Consultant’s internal controls, communications with City are adequate and timely, and provide assurance for complete submittals.

5

Schedule - adequacy and reasonableness of schedule and deadlines. 5

SUBTOTAL FOR SHORTLISTING 60

References - see worksheet 10

SUBTOTAL TO INTERVIEWS 70

INTERVIEW – PART 2 (if necessary)

Presentation by PM - project understanding, critical issues, innovation, and solutions.

10

Presentation by team - experience, roles and responsibilities, communication and coordination between team members, agencies, and City.

10

Q&A - response to panel’s questions. 10

SUBTOTAL WITH INTERVIEWS 30

TOTAL

100

RANKING OF CONSULTANT FIRM (assigned after completion of scoring)


8. ATTACHMENT D – SPECIAL PROVISIONS (ENGINEERING DESIGN)

1. Record Retention

The Consultant agrees to keep proper books of records and accounts in which complete and correct entries will be made of payroll costs, travel, subsistence and field expenses. Said books shall, at all times, be available for at least three (3) years after final payment for reasonable examination by the City.

2. Accuracy and Completeness

The Consultant has total responsibility for the accuracy and completeness of the investigations, calculations, reports, plans and related designs, specifications, and estimates prepared for the Project and shall check all such material accordingly. The plans will be reviewed by City for conformity with Project objectives and compliance with City Standards. Reviews by City do NOT include the detailed review or checking of major design components and related details or the accuracy with which such designs are depicted on the plans. The responsibility for accuracy and completeness of such items remains solely with the Consultant. Specifically included is the Consultant’s responsibility to comply with all requirements of the Americans with Disabilities Act.

The Consultant shall provide an independent analysis of all structural computations and plans submitted to the City. The independent analysis shall be performed by an engineer licensed in the appropriate discipline. The signature of the checker shall appear on all plan sheets.

3. Professional Seal

The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of the certificate, and signature of the professional engineer responsible for their preparation. The signature and registration number of the checker shall also appear on all sheets.

4. Sole Source Materials or Equipment

The Consultant or its subcontractors shall not incorporate in the design any materials or equipment of single or sole source origin without prior written approval of the City.

5. Documentation

The Consultant shall document the results of all work to the satisfaction of the City. This may include, but not be limited to, preparation of progress and final reports, calculations, plans, specifications, estimates and construction records.

6. Ownership of Documents

Tracings, plans, specifications, maps, as-built plans, and all other documents prepared or


obtained under this Agreement shall be delivered to and become the property of the City. The basic survey notes and sketches, charts, computations and other data prepared under this Agreement shall be made available upon request to the City without restriction or limitation on their use.

7. Copyrights

The Consultant shall not have copyrights of reports or products of this Agreement.

8. Changes in Work

The City reserves the right to change the Scope of Work as necessary to complete the project. In the event that such a change would materially change the amount or character of the work reasonably considered necessary to perform under the original scope of this Agreement, a contract adjustment shall be negotiated based upon the estimated number of hours the revised or added task would consume based upon the unit rates as shown in the consultants proposal package.

9. Plans and Specifications

All construction plans prepared in accordance with this Agreement shall be hardcopy Xerox copies. All construction specifications prepared in accordance with this Agreement shall be submitted in final form to the City on a CD using “Microsoft Word” in addition to the required paper copies. Digital files shall be provided to the City in both CAD and PDF formats.

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EXHIBIT A

FEMA FEDERAL PROVISIONS

I. DEFINITIONSA. Government means the United States of America and any executive department or

agency thereof.B. FEMA means the Federal Emergency Management Agency.C. Third Party Subcontract means a subcontract at any tier entered into by Contractor or

subcontractor, financed in whole or in part with Federal assistance originally derived from the Federal Emergency Management Agency.

II. FEDERAL CHANGESA. Contractor shall at all times comply with all applicable regulations, policies, procedures,

and FEMA Directives as they may be amended or promulgated from time to time during the term of this Agreement, including but not limited to those requirements of 2 CFR 200.317 through 200.326 and more fully set forth in Appendix II to Part 200—Contract Provisions for non–Federal Entity Contracts Under Federal Awards, which is included herein by reference. Contractor's failure to so comply shall constitute a material breach of this contract.

B. The Contractor agrees to include the above clause in each third party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

III. ACCESS TO RECORDSA. The Contractor agrees to provide the City, FEMA, the Comptroller General of the

United States or any their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions.

B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

C. The Contractor agrees to maintain all books, records, accounts, and reports required under this Agreement for a period of not less than three years after the later of: (a) the date of termination or expiration of this Agreement or (b) the date City makes final payment under this Agreement, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case, Contractor agrees to maintain same until the City, FEMA, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims, or exceptions related thereto.

D. The requirements set for in paragraphs A, B, and C above are all in addition to, and should not be considered to be in lieu of, those requirements set forth in Section 21 of the Agreement.

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IV. DEBARMENT AND SUSPENSIONA. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt.

3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

B. Contractor represents and warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension" or on the USEPA's List of Violating Facilities. Contractor agrees that neither Contractor nor any of its third party subcontractors shall enter into any third party subcontracts for any of the work under this Agreement with a third party subcontractor who is debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs under executive Order 12549 or on the USEPA's List of Violating Facilities. Gov. Code § 4477.

C. The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. Contractor agrees to the provisions of Attachment 1, Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transactions, attached hereto and incorporated herein. For purposes of this Agreement and Attachment 1, Contractor is the “prospective lower tier participant.”

D. The Contractor agrees to include paragraphs A and B above in each third party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the paragraphs shall not be modified, except to identify the subcontractor who will be subject to its provisions.

E. This certification is a material representation of fact relied upon by City. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of California, the City, and the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

F. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.”

V. NO FEDERAL GOVERNMENT OBLIGATIONS TO CONTRACTORA. The City and Contractor acknowledge and agree that, notwithstanding any concurrence

by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Government, the Government is not a party to this contract and shall not be subject to any obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

B. The Contractor agrees to include the above clause in each third party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further

3

agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

VI. EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE (applicable to all construction contracts awarded meeting the definition of “federally assisted construction contract” under 41 CFR 61-1.3)Contractor agrees to comply with Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Part 60). 41 CFR 60.14 is hereby incorporated by reference.A. Contractors and subcontractors shall not unlawfully discriminate, harass, or allow

harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave.

B. Contractors, and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. Contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full.

D. Contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

VII. ANTI-KICKBACK ACT COMPLIANCE (applicable to all contracts and subgrants for construction or repair; 44 CFR §13.36(i)(4))Contractor agrees to comply with the Copeland “Anti-Kickback” Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3).

VIII. DAVIS-BACON ACT COMPLIANCE (applicable to construction contracts in excess of $2,000 awarded by grantees and subgrantees when required by Federal grant program legislation;)To the extent required by any Federal grant programs applicable to expected funding or reimbursement of City’s expenses incurred in connection with the services provided under this Agreement, Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a–7) as supplemented by Department of Labor regulations (29 CFR Part 5) as set forth below. These requirements are in addition to the requirements set forth in Section 19(b) of the Agreement.A. The Contractor shall be bound to the provisions of the Davis-Bacon Act, and agrees to

be bound by all the provisions of Labor Code section 1771 regarding prevailing wages. All labor on this project shall be paid neither less than the greater of the minimum wage

4

rates established by the U.S. Secretary of Labor (Federal Wage Rates), or by the State of California Director of Department of Industrial Relations (State Wage Rates). Current DIR requirements may be found at http://www.dir.ca.gov/lcp.asp.

B. The general prevailing wage rates may be accessed at the Department of Labor Home Page at www.wdol.gov. Under the Davis Bacon heading, click on “Selecting DBA WDs.” In the drop down menu for State, select, “California.” In the drop down menu for County, select “Napa.” In the drop down menu for Construction Type, make the appropriate selection. Then, click Search.

IX. CONTRACT WORK HOURS AND SAFETY STANDARDS (applicable to all contracts in excess of $100,000 that involve the employment of mechanics or laborers, but not to purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence)A. Compliance: Contractor agrees that it shall comply with Sections 103 and 107 of the

Contract Work Hours and Safety Standards Act (40 U.S.C. 327–330) as supplemented by Department of Labor regulations (29 CFR Part 5), which are incorporated herein.

B. Overtime: No contractor or subcontractor contracting for any part of the work under this Agreement which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

C. Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the provisions of Paragraph B, the Contractor and any subcontractor responsible therefore shall be liable to any affected employee for his unpaid wages. In additions, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic employed in violation of the provisions of paragraph B in the sum of $10 for each calendar day on which such employee was required or permitted to be employed on such work in excess of eight hours or in excess of his standard workweek of forty hours without payment of the overtime wages required by paragraph B.

D. Withholding for unpaid wages and liquidated damages: The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set for in paragraph C of this section.

E. Subcontracts: The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs A through D of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime

http://www.dir.ca.gov/lcp.asp

http://www.wdol.gov/

5

contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs A through D of this section.

X. NOTICE OF REPORTING REQUIREMENTSA. Contractor acknowledges that it has read and understands the reporting requirements of

FEMA in Part III of Chapter 11 of the United States Department of Justice’s Office of Justice Programs Financial Guide, and agrees to comply with any such applicable requirements.


XI. NOTICE OF REQUIREMENTS PERTAINING TO COPYRIGHTSA. Contractor agrees that FEMA shall have a royalty-free, nonexclusive, and irrevocable

license to reproduce, publish or otherwise use, and to authorize others to use, for government purposes:

1) The copyright in any work developed with the assistance of funds provided under this Agreement;

2) Any rights of copyright to which Contractor purchases ownership with the assistance of funds provided under this Agreement.

B. The Contractor agrees to include paragraph A above in each third party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

XII. PATENT RIGHTS (applicable to contracts for experimental, research, or development projects financed by FEMA; 44 CFR §13.36(i)(8))A. General. If any invention, improvement, or discovery is conceived or first actually

reduced to practice in the course of or under this Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the City and Contractor agree to take actions necessary to provide immediate notice and a detailed report to FEMA.

B. Unless the Government later makes a contrary determination in writing, irrespective of Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the City and Contractor agree to take the necessary actions to provide, through FEMA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 CFR, Part 401.

C. The Contractor agrees to include paragraphs A and B above in each third party subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FEMA.

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XIII. ENERGY CONSERVATION REQUIREMENTSA. The Contractor agrees to comply with mandatory standards and policies relating to

energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201).


XIV. CLEAN AIR AND WATER REQUIREMENTS (applicable to all contracts and subcontracts in excess $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year)A. Contractor agrees to comply with all applicable standards, orders or regulations issued

pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387), and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA).

B. Contractor agrees to report each violation of these requirements to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to FEMA and the appropriate EPA regional office.

C. The Contractor agrees to include paragraph A and B above in each third party subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA.

XV. TERMINATION FOR CONVENIENCE OF CITY (applicable to all contracts in excess of $10,000)

See Paragraphs 10 and 11 of the Agreement.

XVI. TERMINATION FOR DEFAULT (applicable to all contracts in excess of $10,000)

Contractor’s failure to perform or observe any term, covenant or condition of this Agreement shall constitute an event of default under this Agreement. See Paragraphs 9 and 11 of the Agreement.

XVII. CHANGES.

See Paragraph 17 of the Agreement.

XVIII. LOBBYING (Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended).)A. Contractor shall not use or pay any funds received under this Agreement to influence or

attempt to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,

7

amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

B. Contractor agrees to the provisions of Attachment 2, Certification Regarding Lobbying, attached hereto and incorporated herein (applicable for contracts or subcontracts in excess of $100,000).

C. Contractor agrees to include paragraphs A and B above in each third party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

XIX. MBE / WBE REQUIREMENTSThe City intends to seek reimbursement of its costs incurred in connection with this project from FEMA. Accordingly, the CONTRACTOR shall make every effort to procure Minority and Women's Business Enterprises ("DBEs") through the "Good Faith Effort" process as required in 2 CFR 200.321. Failure to perform the "Good Faith Effort" process and submit the forms listed below with the bid shall be cause for a bid to be rejected as non-responsive and/or be considered as a material breach of the contract.

PRIME CONTRACTOR RESPONSIBILITIESAll recipients of this grant funding, as well as their prime contractors and subcontractors, must take all affirmative steps to assure that minority firms, women's business enterprises, and labor surplus area firms are used when possible make every effort to solicit bids from eligible DBEs. This information must be documented and reported.

"GOOD FAITH" EFFORT PROCESSAny public or private entity receiving federal funds must demonstrate that efforts were made to attract MBE/WBEs. The process to attract MBE/WBEs is referred to as the "Good Faith" effort. This effort requires the recipient, prime contractor and any subcontractors to take the steps listed below to assure that MBE/WBEs are used whenever possible as sources of supplies, construction, equipment, or services. If a CONTRACTOR fails to take the steps outlined below shall cause the bid to be rejected as non-responsive and/or be deemed a material breach of the contract.

A. Place qualified small and minority businesses and women's business enterprises on solicitation lists;

B. Assure that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

C. Divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;

D. Establish delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and

E. Use the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the Department of Commerce.

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F. If subcontracts are to be let, Contractor shall take the affirmative steps listed in 2 CFR 200.321.

XX. PROCUREMENT OF RECOVERED MATERIALS (2 CFR 200.322)Contractor shall comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

XXI. INCORPORATION OF UNIFORM ADMINISTRATIVE REQUIREMENTSThe preceding provisions include, in part, certain standard terms and conditions required by FEMA, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by FEMA are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FEMA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City requests that would cause City to be in violation of the FEMA terms and conditions.

XXII. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS.

The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract.

XXIII. DHS SEAL, LOGO, AND FLAGS.

The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval.

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Attachment A1

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION – LOWER TIER COVERED TRANSACTIONS

(Lower Tier refers to the agency or contractor receiving Federal funds, as well as any subcontractors that the agency or contractor enters into contract with using those funds)

As required by Executive Order 12549, Debarment and Suspension, as defined at 44 CFR Part 17, City may not enter into contract with any entity that is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by the Federal Government from participating in transactions involving Federal funds. Contractor is required to sign the certification below which specifies that neither Contractor nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by the Federal agency. It also certifies that Contractor will not use, directly or indirectly, any of these funds to employ, award contracts to, engage the services of, or fund any contractor that is debarred, suspended, or ineligible under 44 CFR Part 17.

Instruction for Certification

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definition and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this agreement that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and

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Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Nonprocurement Programs.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction originated may pursue available remedies, including suspension and/or debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions1. The prospective lower tier participant certifies, by submission of its proposal, that neither it

nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Contractor Signature Date

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Attachment A2

CERTIFICATION REGARDING LOBBYINGCertification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the

undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loan, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.


(RFP -Exhibit B)

CITY OF CALISTOGADESIGN PROFESSIONAL SERVICES AGREEMENT

RIVERSIDE PONDS & HEADWORKS MITIGATION PROJECT

AUTHORIZING AGREEMENT NO. XXX

THIS AGREEMENT is entered into as of the day of , 2021 by and between the CITY OF CALISTOGA ("City"), a California municipal corporation, and _____________________________, ("Design Professional").

Recitals

WHEREAS, City desires to obtain environmental, permitting and engineering services in connection with the Riverside Ponds & Headworks Mitigation Project; and

WHEREAS, Design Professional hereby warrants to the City that Design Professional is skilled and able to provide such services described in Section 1 of this Agreement; and

WHEREAS, City desires to retain Design Professional pursuant to this Agreement to provide the services described in Section 1 of this Agreement.

Agreement

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Scope of Services. Subject to such policy direction and approvals as the City through its staff may determine from time to time, Design Professional shall perform the services set out in the "Scope of Work" attached hereto as Exhibit "A."

2. Time of Performance. The services of Design Professional are to commence within 10 days of receiving the City's Notice to Proceed and be completed no later than XXX XX, 2021. Design Professional shall perform its services in accordance with the schedule attached hereto as Exhibit "B." Any changes to the dates in this Section or Exhibit B must be approved in writing by the City.

3. Compensation and Method of Payment.

A. Compensation. The compensation to be paid to Design Professional, including both payment for professional services and reimbursable expenses, shall be at the rate and schedules attached hereto as Exhibit "C." However, in no event shall the amount City pays Design Professional exceed Dollars ($____________). Payment by City under this Agreement shall not be deemed a waiver of unsatisfactory work, even if such defects were known to the City at the time of payment.

B. Timing of Payment. Billing for said services shall be made once every 30 days with submittal of the monthly invoice, progress report and supportive documents. City shall review Design Professional's billing statement and pay Design Professional for services

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rendered within 45 days of receipt of a complete billing statement that meets all requirements of this Agreement.

C. Changes in Compensation. Design Professional will not undertake any work that will incur costs in excess of the amount set forth in Paragraph 3(A) without prior written amendment to this Agreement.

D. Taxes. Design Professional shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by Design Professional.

E. No Overtime or Premium Pay. Design Professional shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non-standard business hours, such as in the evenings or on weekends. Design Professional shall not receive a premium or enhanced pay for work performed on a recognized holiday. Design Professional shall not receive paid time off for days not worked, whether it is in the form of sick leave, administrative leave, or for any other form of absence.

F. Litigation Support. Design Professional agrees to testify at City's request if litigation is brought against City in connection with Design Professional's report. Unless the action is brought by Design Professional or is based upon Design Professional's negligence, City will compensate Design Professional for the preparation and the testimony at Design Professional's standard hourly rates, if requested by City and not part of the litigation brought by City against Design Professional.

4. Amendment to Scope of Work. City shall have the right to amend the Scope of Work within the Agreement by written notification to the Design Professional. In such event, the compensation and time of performance shall be subject to renegotiation upon written demand of either party to the Agreement. Failure of the Design Professional to secure City's written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the contract price or time due, whether by way of compensation, restitution, quantum merit, etc. for work done without the appropriate City authorization.

5. Duties of City. City shall provide all information requested by Design Professional that is reasonably necessary to performing the Scope of Work. City retains all rights of approval and discretion with respect to the projects and undertakings contemplated by this Agreement.

6. Ownership of Documents.

A. The plans, specifications, estimates, programs, reports, models, and other material prepared by or on behalf of Design Professional under this Agreement including all drafts and working documents, and including electronic and paper forms (collectively the "Documents"), shall be and remain the property of the City, whether the Services are completed

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or not. Design Professional shall deliver all Documents to City, upon request at (1) the completion of the Services, (2) the date of termination of this Agreement for any reason, or (3) any time requested by City, upon five (5) days prior written notice.

B. The Documents may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City may deem advisable without further employment of or payment of any compensation to Design Professional.

C. Design Professional retains the copyright in and to the intellectual property depicted in the Documents subject to Design Professional's limitations and City's rights and licenses set forth in this Agreement. City's ownership interest in the Documents includes the following single, exclusive license from Design Professional: Design Professional, for itself, its employees, heirs, successors and assigns, hereby grants (and if any subsequent grant is necessary, agrees to grant) to City an irrevocable, perpetual, royalty-free, fully paid, sole and exclusive license and right to use and exercise any and all of the copyrights or other intellectual property rights that Design Professional may author or create, alone or jointly with others, in or with respect to the Documents, including without limitation all analysis, reports, designs and graphic representations. City's license shall include the right to sublicense, shall be for all purposes with respect to each right of copyright, and shall be without restriction.

D. Design Professional shall include in all subcontracts and agreements with respect to the Services that Design Professional negotiates, language which is consistent with this Section 6.

E. All reports, information, data, and exhibits prepared or assembled by Design Professional in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public, and the Design Professional shall not make any of these documents or information available to any individual or organization not employed by the Design Professional or the City without the written consent of the City before any such release.

7. Employment of Other Design Professionals, Specialists or Experts.

A. Design Professional will not employ or otherwise incur an obligation to pay other consultants, specialists or experts for services in connection with this Agreement without the prior written approval of the City. Any consultants, specialists or experts approved by City are listed in Exhibit "D."

B. Design Professional represents that it has, or will secure at its own expense, all personnel required in performing the Services. All of the Services required hereunder will be performed by the Design Professional or under Design Professional's supervision, and all personnel engaged in the work shall be qualified to perform such services.

C. Design Professional shall make every reasonable effort to maintain stability and continuity of Design Professional's Key Personnel assigned to perform the Services. Key Personnel for this contract are listed in Exhibit D.

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D. Design Professional shall provide City with a minimum twenty (20) days prior written notice of any changes in Design Professional's Key Personnel, provided that Design Professional receives such notice, and shall not replace any Key Personnel with anyone to whom the City has a reasonable objection.

E. Design Professional plans to retain the subconsultants listed in Exhibit D, who will provide services as indicated in Exhibit D.

F. Design Professional will not utilize subconsultants other than those listed in Exhibit D without advance written notice to the City. Design Professional will not utilize a subconsultant to whom the City has a reasonable objection. Subconsultants providing professional services will provide professional liability insurance as required in Exhibit E unless the City waives this requirement, in writing.

8. Conflict of Interest.

A. Design Professional understands that its professional responsibility is solely to City. Design Professional warrants that it presently has no interest, and will not acquire any direct or indirect interest, that would conflict with its performance of this Agreement. Design Professional shall not knowingly, and shall take reasonable steps to ensure that it does not, employ a person having such an interest in the performance of this Agreement. If Design Professional discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Design Professional shall promptly disclose the relationship to the City and take such action as the City may direct to remedy the conflict.

B. Design Professional (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this contract or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Design Professional's Services hereunder. Design Professional further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this contract.

C. Design Professional is not a designated employee within the meaning of the Political Reform Act because Design Professional:

(1) Will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official other than normal contract monitoring; and

(2) Possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation or counsel (FPPC Reg. 18700(a)(2)).

9. Interest of Members and Employees of City. No member of the City and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement, nor shall any such person participate in

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any decision relating to this Agreement which affects its personal interests or the interest of any corporation, partnership or association in which he/she is directly or indirectly interested.

10. Liability of Members and Employees of City. No member of the City and no other officer, employee or agent of the City shall be personally liable to Design Professional or otherwise in the event of any default or breach of the City, or for any amount which may become due to Design Professional or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

11. Indemnity.

A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.8), Design Professional shall defend (with legal counsel reasonably acceptable to the City) indemnify and hold harmless City and its officers, agents, departments, officials, representatives and employees (collectively "Indemnitees") from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Design Professional or its sub-Design Professionals), expense and liability of every kind, nature and description (including, without limitation, fines, penalties, incidental and consequential damages, court costs, attorneys fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith, and costs of investigation), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional, any sub-Design Professional, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities"). Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of such Indemnitee.

B. Neither termination of this Agreement nor completion of the Services shall release Design Professional from its obligations under this Section 11, as long as the event giving rise to the claim, loss, cost, damage, injury, expense or liability occurred prior to the effective date of any such termination or completion.

C. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement. If Design Professional fails to obtain such indemnity obligations from others as required, Design Professional shall be fully responsible for all obligations under this Section. City's failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. The obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section.

D. Design Professional's compliance with the insurance requirements does not relieve Design Professional from the obligations described in this Section 11, which shall apply whether or not such insurance policies are applicable to a claim or damages.

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12. Design Professional Not an Agent of City. Design Professional, its officers, employees and agents shall not have any power to bind or commit the City to any decision.

13. Independent Contractor. It is understood that Design Professional, in the performance of the work and services agreed to be performed by Design Professional, shall act as and be an independent contractor as defined in Labor Code 3353 and not an agent or employee of City; and as an independent contractor, Design Professional shall obtain no rights to retirement benefits or other benefits which accrue to City's employees, and Design Professional hereby expressly waives any claim it may have to any such rights.

14. Compliance with Laws.

A. General. Design Professional shall (and shall cause its agents and subcontractors), at its sole cost and expense, comply with all applicable federal, state and local laws, codes, ordinances and regulations now in force or which may hereafter be in force. Any corrections to Design Professional's reports or other Documents (as defined in Section 6) that become necessary as a result of Design Professional's failure to comply with these requirements shall be made at the Design Professional's expense.

B. Updates. Should Design Professional become aware that the requirements referenced in subparagraph A above change prior to the date that a report is finalized or prepared, Design Professional shall be responsible for notifying City of such change in requirements. Design Professional will bring the Documents into conformance with the newly issued requirements at the written direction of City. Design Professional's costs for providing services pursuant to this paragraph shall be submitted to City as Additional Services.

C. Licenses and Permits. Design Professional represents that it has the skills, expertise, licenses and permits necessary to perform the Services. Design Professional shall perform all such Services in the manner and according to the standards observed by a competent practitioner of the same profession in which Design Professional is engaged. All products of whatsoever nature which Design Professional delivers to City pursuant to this Agreement shall conform to the standards of quality normally observed by a person practicing in Design Professional's profession. Permits and/or licenses shall be obtained and maintained by Design Professional without additional compensation throughout the term of this Agreement.

D. Documents Stamped. Design Professional shall have documents created as part of the Services to be performed under this Agreement stamped by registered professionals for the disciplines covered by Design Professional's Documents when required by prevailing law, usual and customary professional practice, or by any governmental agency having jurisdiction over matters related to the Services. Design Professional will stamp other documents as noted in the Scope of Work. The City will not be charged an additional fee to have such documents stamped.

E. Workers' Compensation. Design Professional certifies that it is aware of the provisions of the California Labor Code which require every employee to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the

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provisions of that Code, and Design Professional certifies that it will comply with such provisions before commencing performance of this Agreement. (See Exhibit E)

F. Prevailing Wage. Design Professional and Design Professional's sub-consultants, shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates to workers and professionals as determined by the Director of Industrial Relations of the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of the applicable wage determination are on file at the City's Public Works Department office.

G. Injury and Illness Prevention Program. Design Professional certifies that it is aware of and has complied with the provisions of California Labor Code Section 6401.7, which requires every employer to adopt a written injury and illness prevention program.

H. City Not Responsible. The City is not responsible or liable for Design Professional's failure to comply with any and all of said requirements.

15. Nonexclusive Agreement. Design Professional understands that this is not an exclusive Agreement and that City shall have the right to negotiate with and enter into contracts with others providing the same or similar services as those provided by Design Professional as the City desires.

16. Confidential Information. All data, documents, discussions or other information developed or received by or for Design Professional in performance of this Agreement are confidential and not to be disclosed to any person except as authorized by City, or as required by law.

17. Insurance. Design Professional shall provide insurance in accordance with the requirements of Exhibit E.

18. Assignment Prohibited. Design Professional shall not assign any of its rights nor transfer any of its obligations under this Agreement without the prior written consent of City and any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

19. Termination.

A. If Design Professional at any time refuses or neglects to prosecute its Services in a timely fashion or in accordance with the schedule, or is adjudicated a bankrupt, or commits any act of insolvency, or makes an assignment for the benefit of creditors without City's consent, or fails to make prompt payment to persons furnishing labor, equipment, materials or services, or fails in any respect to properly and diligently prosecute its Services, or otherwise fails to perform fully any and all of the agreements herein contained, Design Professional shall be in default.

B. If Design Professional fails to cure the default within seven (7) days after written notice thereof, City may, at its sole option, take possession of any Documents or other

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materials (in paper and electronic form) prepared or used by Design Professional and (1) provide any such work, labor, materials or services as may be necessary to overcome the default and deduct the cost thereof from any money then due or thereafter to become due to Design Professional under this Agreement; and/or (2) terminate Design Professional's right to proceed with this Agreement.

C. In the event City elects to terminate, City shall have the right to immediate possession of all Documents and work in progress prepared by Design Professional, whether located at Design Professional's place of business, or at the offices of a subconsultant, and may employ any other person or persons to finish the Services and provide the materials therefor. In case of such default termination, Design Professional shall not be entitled to receive any further payment under this Agreement until the Services are completely finished.

D. In addition to the foregoing right to terminate for default, City reserves the absolute right to terminate this Agreement without cause, upon 72-hours' written notice to Design Professional. In the event of termination without cause, Design Professional shall be entitled to payment in an amount not to exceed the Not-To-Exceed Amount which shall be calculated as follows: (1) Payment for Services then satisfactorily completed and accepted by City, plus (2) Payment for Additional Services satisfactorily completed and accepted by City, plus (3) Reimbursable Expenses actually incurred by Design Professional, as approved by City. The amount of any payment made to Design Professional prior to the date of termination of this Agreement shall be deducted from the amounts described in (1), (2) and (3) above. Design Professional shall not be entitled to any claim or lien against City for any additional compensation or damages in the event of such termination and payment. In addition, the City's right to withhold funds under Section 19.C. shall be applicable in the event of a termination for convenience.

E. If this Agreement is terminated by City for default and it is later determined that the default termination was wrongful, such termination automatically shall be converted to and treated as a termination for convenience under this Section 20 and Design Professional shall be entitled to receive only the amounts payable hereunder in the event of a termination for convenience.

20. Suspension. The City shall have the authority to suspend this Agreement and the services contemplated herein, wholly or in part, for such period as he/she deems necessary due to unfavorable conditions or to the failure on the part of the Design Professional to perform any provision of this Agreement. Design Professional will be paid for satisfactory Services performed through the date of temporary suspension. In the event that Design Professional's services hereunder are delayed for a period in excess of six (6) months due to causes beyond Design Professional's reasonable control, Design Professional's compensation shall be subject to renegotiation.

21. Entire Agreement and Amendment. This Agreement constitutes the complete and exclusive statement of the agreement between City and Design Professional and supersedes any previous agreements, whether verbal or written, concerning the same subject matter. This

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Agreement may only be amended or extended from time to time by written agreement of the parties hereto.

22. Interpretation. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

23. Litigation Costs. If either party becomes involved in litigation arising out of this Agreement or the performance thereof, the court in such litigation shall award reasonable costs and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.

24. Time of the Essence. Time is of the essence of this Agreement.

25. Written Notification. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first class mail. Any such notice, demand, etc. shall be addressed to the other party at the address set forth hereinbelow. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: Director of Public Works DepartmentCity of Calistoga414 Washington StreetCalistoga, CA 94515

If to Design Professional: ________________________________________________________________________________________

26. Design Professional's Books and Records.

A. Design Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Design Professional.

B. Design Professional shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business

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hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Design Professional's address indicated for receipt of notices in this Agreement.

D. City may, by written request by any of the above-named officers, require that custody of the records be given to City and that the records and documents be maintained in the City Manager's office. Access to such records and documents shall be granted to any party authorized by Design Professional, Design Professional's representatives, or Design Professional's successor-in-interest.

E. Pursuant to California Government Code Section 10527, the parties to this Agreement shall be subject to the examination and audit of representative of the Auditor General of the State of California for a period of three (3) years after final payment under the Agreement. The examination and audit shall be confined to those matters connected with the performance of this Agreement including, but not limited to, the cost of administering the Agreement.

27. Equal Employment Opportunity. Design Professional is an equal opportunity employer and agrees to comply with all applicable state and federal regulations governing equal employment opportunity. Design Professional will not discriminate against any employee or applicant for employment because of race, age, sex, creed, color, religion, sexual orientation, marital status or national origin. Design Professional will take affirmative action to ensure that applicants are treated during such employment without regard to race, age, sex, creed, color, religion, sexual orientation, marital status or national origin. Such action shall include, but shall not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Design Professional further agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

28. Unauthorized Aliens. Design Professional hereby promises and agrees to comply with all the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. § 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Design Professional so employ such unauthorized aliens for performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Design Professional hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

29. Section Headings. The headings of the several sections, and any table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof.

30. City Not Obligated to Third Parties. City shall not be obligated or liable for payment hereunder to any party other than the Design Professional.

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31. Remedies Not Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

32. Severability. If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

33. No Waiver Of Default. No delay or omission of City to exercise any right or power arising upon the occurrence of any event of default shall impair any such right or power or shall be construed to be a waiver of any such default of an acquiescence therein; and every power and remedy given by this Agreement to City shall be exercised from time to time and as often as may be deemed expedient in the sole discretion of City.

34. Successors And Assigns. All representations, covenants and warranties set forth in this Agreement, by or on behalf of, or for the benefit of any or all of the parties hereto, shall be binding upon and inure to the benefit of such party, its successors and assigns.

35. Exhibits. The following exhibits are attached to this Agreement and incorporated herein by this reference:

A. Exhibit A: Scope of Work

B. Exhibit B: Schedule

C. Exhibit C: Compensation

D. Exhibit D: Other Consultants, Specialists or Experts Employed by Design Professional and Key Personnel

E. Exhibit E: Insurance Requirements to Design Professional Services Agreement

F. Exhibit F: FEMA Federal Provisions

36. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

37. News Releases/Interviews. All Design Professional and subconsultant news releases, media interviews, testimony at hearings and public comment shall be prohibited unless expressly authorized by the City.

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38. Venue. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Sonoma, California.

39. Authority. All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. Furthermore, by entering into this Agreement, Design Professional hereby warrants that it shall not have breached the terms or conditions of any other contract or agreement to which Design Professional is obligated, which breach would have a material effect hereon.

IN WITNESS WHEREOF, the City and Design Professional have executed this Agreement as of the date first above written.

CITY OF CALISTOGA CONSULTANT

By: __________________________________ XXX, City Manager

By: __________________________________ Title: ________________________________

APPROVED AS TO FORM:

By: __________________________________ Michelle Marchetta Kenyon, City Attorney

ATTEST:

By:_________________________________ Marni Rittburg, City Clerk

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EXHIBIT A

Scope of Work

See Attached

EXHIBIT B

Schedule of Performance

See Attached

EXHIBIT C

Compensation

See Attached

EXHIBIT D

Other Consultants, Specialists or Experts Employed by Design Professional and Key Personnel

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EXHIBIT EInsurance Requirements to Agreement for Professional Services

Design Professional shall, at all times it is performing services under this Agreement, provide and maintain insurance in the following types and with limits in conformance with the requirements set forth below. Design Professional will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Design Professional agrees to amend, supplement or endorse the existing coverage to do so. Design Professional acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required.

1. Commercial General Liability Insurance, occurrence form, using Insurance Services Office ("ISO") "Commercial General Liability" policy form CG 00 01 or an approved equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review, but in no event shall be less than $2,000,000 each occurrence;

2. Business Auto Coverage on ISO Business Automobile Coverage form CA 00 01 including symbol 1 (Any Auto) or an approved equivalent. Limits are subject to review, but in no event shall be less than $1,000,000 each occurrence. If Design Professional or its employees will use personal autos in any way in connection with performance of the Services, Design Professional shall provide evidence of personal auto liability coverage for each such person.

3. Professional Liability Insurance or Errors & Omissions Coverage.

A. Minimum Limit: $2,000,000.

B. Prior written consent is required if the insurance has a deductible or self-insured retention in excess of $25,000.

C. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work. Coverage applicable to the work performed under this agreement shall be continued for two (2) years after completion of the work. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this agreement.

D. Required Evidence of Coverage:

(1) Properly completed Certificate of Insurance.

4. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employers liability insurance, with minimum limits of $1 million per occurrence. Design Professional shall provide to the City an endorsement that the insurer waives the right of subrogation against the City and its officials, employees, agents and volunteers.

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5. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf of" basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by insured first. There shall be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Design Professional, subconsultants or others involved in performance of the Services. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $2,000,000 per occurrence.

6. Insurance procured pursuant to these requirements shall be written by insurers that are authorized to transact the relevant type of insurance business in the State of California and with an A.M. Bests rating of A- or better and a minimum financial size VII.

7. General conditions pertaining to provision of insurance coverage by Design Professional. Design Professional and City agree to the following with respect to insurance provided by Design Professional:

A. Design Professional agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992, or an equivalent. Design Professional also agrees to require all contractors, and subcontractors to do likewise

B. No liability insurance coverage provided to comply with this Agreement, except the Business Auto Coverage policy, shall prohibit Design Professional, or Design Professional's employees, or agents, from waiving the right of subrogation prior to a loss. Design Professional agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.

C. All insurance coverage and limits provided by Design Professional and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage.

D. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

E. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor.

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F. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises, and City shall be responsible for the cost of any additional insurance required. Design Professional shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent.

G. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Design Professional's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City may terminate this agreement in accordance with Section 19 of the Agreement.

H. Design Professional shall provide immediate written notice if (1) any of the required insurance policies is terminated; or (2) the limits of any of the required policies are reduced.

I. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Design Professional or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City.

J. Design Professional agrees to ensure that subconsultants, and any other party involved with the Services who is brought onto or involved in the Services by Design Professional, provide the same minimum insurance coverage required of Design Professional; provided, however that only subconsultants performing professional services will be required to provide professional liability insurance. Design Professional agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Design Professional agrees that upon request, all agreements with subcontractors and others engaged in the Services will be submitted to City for review.

K. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Design Professional ninety (90) days advance written notice of such change. If such change results in additional cost to the Design Professional, and the City requires Design Professional to obtain the additional coverage, the City will pay Design Professional the additional cost of the insurance.

L. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement.

M. Design Professional acknowledges and agrees that any actual or alleged failure on the part of City to inform Design Professional of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard.

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N. Design Professional will endeavor to renew the required coverages for a minimum of three years following completion of the Services or termination of this agreement and, if Design Professional in unable to do so, Design Professional will notify City at least thirty days prior to the cancellation or expiration of the policy or policies.

O. Design Professional shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Design Professional's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages.

P. The provisions of any workers' compensation or similar act will not limit the obligations of Design Professional under this agreement. Design Professional expressly agrees that any statutory immunity defenses under such laws do not apply with respect to City, its employees, officials and agents.

Q. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

R. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such.

S. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section.

T. Design Professional agrees to be responsible for ensuring that no contract entered into by Design Professional in connection with the Services authorizes, or purports to authorize, any third party to charge City an amount in excess of the fee set forth in the agreement on account of insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

U. Design Professional agrees to provide immediate notice to City of any claim or loss against Design Professional arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

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EXHIBIT F

FEMA FEDERAL PROVISIONS

I. DEFINITIONSA. Government means the United States of America and any executive department

or agency thereof.B. FEMA means the Federal Emergency Management Agency.C. Third Party Subcontract means a subcontract at any tier entered into by

Contractor or subcontractor, financed in whole or in part with Federal assistance originally derived from the Federal Emergency Management Agency.

II. FEDERAL CHANGESA. Contractor shall at all times comply with all applicable regulations, policies,

procedures, and FEMA Directives as they may be amended or promulgated from time to time during the term of this Agreement, including but not limited to those requirements of 2 CFR 200.317 through 200.326 and more fully set forth in Appendix II to Part 200—Contract Provisions for non–Federal Entity Contracts Under Federal Awards, which is included herein by reference. Contractor's failure to so comply shall constitute a material breach of this contract.


III. ACCESS TO RECORDSA. The Contractor agrees to provide the City, FEMA, the Comptroller General of

the United States or any their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions.

B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

C. The Contractor agrees to maintain all books, records, accounts, and reports required under this Agreement for a period of not less than three years after the later of: (a) the date of termination or expiration of this Agreement or (b) the date City makes final payment under this Agreement, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case, Contractor agrees to maintain same until the City,

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FEMA, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims, or exceptions related thereto.

D. The requirements set for in paragraphs A, B, and C above are all in addition to, and should not be considered to be in lieu of, those requirements set forth in Section 21 of the Agreement.

IV. DEBARMENT AND SUSPENSIONA. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R.

pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

B. Contractor represents and warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension" or on the USEPA's List of Violating Facilities. Contractor agrees that neither Contractor nor any of its third party subcontractors shall enter into any third party subcontracts for any of the work under this Agreement with a third party subcontractor who is debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs under executive Order 12549 or on the USEPA's List of Violating Facilities. Gov. Code § 4477.

C. The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. Contractor agrees to the provisions of Attachment 1, Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transactions, attached hereto and incorporated herein. For purposes of this Agreement and Attachment 1, Contractor is the “prospective lower tier participant.”

D. The Contractor agrees to include paragraphs A and B above in each third party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the paragraphs shall not be modified, except to identify the subcontractor who will be subject to its provisions.

E. This certification is a material representation of fact relied upon by City. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of California, the City, and the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

F. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder

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or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.”

V. NO FEDERAL GOVERNMENT OBLIGATIONS TO CONTRACTORA. The City and Contractor acknowledge and agree that, notwithstanding any

concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Government, the Government is not a party to this contract and shall not be subject to any obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.


VI. EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE (applicable to all construction contracts awarded meeting the definition of “federally assisted construction contract” under 41 CFR 61-1.3)Contractor agrees to comply with Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Part 60). 41 CFR 60.14 is hereby incorporated by reference.A. Contractors and subcontractors shall not unlawfully discriminate, harass, or

allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave.

B. Contractors, and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. Contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full.

D. Contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

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VII. ANTI-KICKBACK ACT COMPLIANCE (applicable to all contracts and subgrants for construction or repair; 44 CFR §13.36(i)(4))Contractor agrees to comply with the Copeland “Anti-Kickback” Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3).

VIII. DAVIS-BACON ACT COMPLIANCE (applicable to construction contracts in excess of $2,000 awarded by grantees and subgrantees when required by Federal grant program legislation;)To the extent required by any Federal grant programs applicable to expected funding or reimbursement of City’s expenses incurred in connection with the services provided under this Agreement, Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a–7) as supplemented by Department of Labor regulations (29 CFR Part 5) as set forth below. These requirements are in addition to the requirements set forth in Section 19(b) of the Agreement.A. The Contractor shall be bound to the provisions of the Davis-Bacon Act, and

agrees to be bound by all the provisions of Labor Code section 1771 regarding prevailing wages. All labor on this project shall be paid neither less than the greater of the minimum wage rates established by the U.S. Secretary of Labor (Federal Wage Rates), or by the State of California Director of Department of Industrial Relations (State Wage Rates). Current DIR requirements may be found at http://www.dir.ca.gov/lcp.asp.

B. The general prevailing wage rates may be accessed at the Department of Labor Home Page at www.wdol.gov. Under the Davis Bacon heading, click on “Selecting DBA WDs.” In the drop down menu for State, select, “California.” In the drop down menu for County, select “Napa.” In the drop down menu for Construction Type, make the appropriate selection. Then, click Search.

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IX. CONTRACT WORK HOURS AND SAFETY STANDARDS (applicable to all contracts in excess of $100,000 that involve the employment of mechanics or laborers, but not to purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence)A. Compliance: Contractor agrees that it shall comply with Sections 103 and 107 of

the Contract Work Hours and Safety Standards Act (40 U.S.C. 327–330) as supplemented by Department of Labor regulations (29 CFR Part 5), which are incorporated herein.

B. Overtime: No contractor or subcontractor contracting for any part of the work under this Agreement which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

http://www.dir.ca.gov/lcp.asp

http://www.wdol.gov/

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C. Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the provisions of Paragraph B, the Contractor and any subcontractor responsible therefore shall be liable to any affected employee for his unpaid wages. In additions, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic employed in violation of the provisions of paragraph B in the sum of $10 for each calendar day on which such employee was required or permitted to be employed on such work in excess of eight hours or in excess of his standard workweek of forty hours without payment of the overtime wages required by paragraph B.

D. Withholding for unpaid wages and liquidated damages: The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set for in paragraph C of this section.

E. Subcontracts: The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs A through D of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs A through D of this section.

X. NOTICE OF REPORTING REQUIREMENTSA. Contractor acknowledges that it has read and understands the reporting

requirements of FEMA in Part III of Chapter 11 of the United States Department of Justice’s Office of Justice Programs Financial Guide, and agrees to comply with any such applicable requirements.


XI. NOTICE OF REQUIREMENTS PERTAINING TO COPYRIGHTSA. Contractor agrees that FEMA shall have a royalty-free, nonexclusive, and

irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for government purposes:

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1) The copyright in any work developed with the assistance of funds provided under this Agreement;

2) Any rights of copyright to which Contractor purchases ownership with the assistance of funds provided under this Agreement.


XII. PATENT RIGHTS (applicable to contracts for experimental, research, or development projects financed by FEMA; 44 CFR §13.36(i)(8))A. General. If any invention, improvement, or discovery is conceived or first

actually reduced to practice in the course of or under this Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the City and Contractor agree to take actions necessary to provide immediate notice and a detailed report to FEMA.

B. Unless the Government later makes a contrary determination in writing, irrespective of Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the City and Contractor agree to take the necessary actions to provide, through FEMA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 CFR, Part 401.

C. The Contractor agrees to include paragraphs A and B above in each third party subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FEMA.

XIII. ENERGY CONSERVATION REQUIREMENTSA. The Contractor agrees to comply with mandatory standards and policies relating

to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201).


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XIV. CLEAN AIR AND WATER REQUIREMENTS (applicable to all contracts and subcontracts in excess $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year)A. Contractor agrees to comply with all applicable standards, orders or regulations

issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387), and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA).

B. Contractor agrees to report each violation of these requirements to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to FEMA and the appropriate EPA regional office.

C. The Contractor agrees to include paragraph A and B above in each third party subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA.

XV. TERMINATION FOR CONVENIENCE OF CITY (applicable to all contracts in excess of $10,000)

See Paragraphs 10 and 11 of the Agreement.

XVI. TERMINATION FOR DEFAULT (applicable to all contracts in excess of $10,000)

Contractor’s failure to perform or observe any term, covenant or condition of this Agreement shall constitute an event of default under this Agreement. See Paragraphs 9 and 11 of the Agreement.

XVII. CHANGES.

See Paragraph 17 of the Agreement.

XVIII. LOBBYING (Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended).)A. Contractor shall not use or pay any funds received under this Agreement to

influence or attempt to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

B. Contractor agrees to the provisions of Attachment 2, Certification Regarding Lobbying, attached hereto and incorporated herein (applicable for contracts or subcontracts in excess of $100,000).

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C. Contractor agrees to include paragraphs A and B above in each third party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

XIX. MBE / WBE REQUIREMENTSThe City intends to seek reimbursement of its costs incurred in connection with this project from FEMA. Accordingly, the CONTRACTOR shall make every effort to procure Minority and Women's Business Enterprises ("DBEs") through the "Good Faith Effort" process as required in 2 CFR 200.321. Failure to perform the "Good Faith Effort" process and submit the forms listed below with the bid shall be cause for a bid to be rejected as non-responsive and/or be considered as a material breach of the contract.

PRIME CONTRACTOR RESPONSIBILITIESAll recipients of this grant funding, as well as their prime contractors and subcontractors, must take all affirmative steps to assure that minority firms, women's business enterprises, and labor surplus area firms are used when possible make every effort to solicit bids from eligible DBEs. This information must be documented and reported.

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"GOOD FAITH" EFFORT PROCESSAny public or private entity receiving federal funds must demonstrate that efforts were made to attract MBE/WBEs. The process to attract MBE/WBEs is referred to as the "Good Faith" effort. This effort requires the recipient, prime contractor and any subcontractors to take the steps listed below to assure that MBE/WBEs are used whenever possible as sources of supplies, construction, equipment, or services. If a CONTRACTOR fails to take the steps outlined below shall cause the bid to be rejected as non-responsive and/or be deemed a material breach of the contract.

A. Place qualified small and minority businesses and women's business enterprises on solicitation lists;

B. Assure that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

C. Divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;

D. Establish delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and

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E. Use the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the Department of Commerce.

F. If subcontracts are to be let, Contractor shall take the affirmative steps listed in 2 CFR 200.321.

(3)

XX. PROCUREMENT OF RECOVERED MATERIALS (2 CFR 200.322)Contractor shall comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

XXI. INCORPORATION OF UNIFORM ADMINISTRATIVE REQUIREMENTSThe preceding provisions include, in part, certain standard terms and conditions required by FEMA, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by FEMA are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FEMA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City requests that would cause City to be in violation of the FEMA terms and conditions.

XXII. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS.

The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract.

XXIII. DHS SEAL, LOGO, AND FLAGS.

The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval.

(RFP -Exhibit B)Attachment A1

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION – LOWER TIER COVERED TRANSACTIONS (Lower Tier refers to the agency or contractor receiving Federal funds, as well as any

subcontractors that the agency or contractor enters into contract with using those funds)

As required by Executive Order 12549, Debarment and Suspension, as defined at 44 CFR Part 17, City may not enter into contract with any entity that is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by the Federal Government from participating in transactions involving Federal funds. Contractor is required to sign the certification below which specifies that neither Contractor nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by the Federal agency. It also certifies that Contractor will not use, directly or indirectly, any of these funds to employ, award contracts to, engage the services of, or fund any contractor that is debarred, suspended, or ineligible under 44 CFR Part 17.

Instruction for Certification

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definition and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this agreement that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Nonprocurement Programs.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction originated may pursue available remedies, including suspension and/or debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions1. The prospective lower tier participant certifies, by submission of its proposal, that

neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.


Attachment A2

CERTIFICATION REGARDING LOBBYINGCertification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the

undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loan, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
