Bid Notice-Household Hazardous Waste Hauler and Handler for Collection Event.pdf

IFB No. 214341 - Household Hazardous Waste Hauler and Handler for Collection Event

County of Nevada IGS - Purchasing Division on behalf of the

Nevada County Public Works Department Solid Waste Division

IFB No. 214341 for

Household Hazardous Waste Hauler and Handler for Collection Event Date Issued: July 17, 2026

Bid Due Date:

Wednesday, August 12, 2026 5:00 p.m. Pacific Time

Submit Bids Electronically Through:

Public Purchase www.publicpurchase.com

Pre-bid Conference None

Table of Contents

1. SUMMARY

2. CONTRACT AWARD SCHEDULE

3. GENERAL CONDITIONS

4. BACKGROUND

5. DESCRIPTION OF SERVICES REQUIRED

6. BID CONTENT AND FORMAT REQUIREMENTS

7. SELECTION PROCEDURES

8. INQUIRIES

ATTACHMENTS:

Attachment A: Draft Contract…………………………………………………………………………………………… Attachment B: Cover Sheet……………………………………………………………………………………………….. 23 Attachment C: Bid Form………………………………………………………………………………………………….. 24

1. SUMMARY

The Nevada County Purchasing Agent, on behalf of Nevada County Solid Waste, hereinafter collectively referred to as “County,” is requesting bids from qualified contractors to provide hauling, handling, transportation, disposal, and related services for a County-sponsored household hazardous waste collection event.

The term “Bidder” means a firm submitting a bid in response to this Invitation for Bids (“IFB”). The term “Contractor” means the successful Bidder awarded a contract resulting from this IFB.

This IFB is available through Public Purchase at www.publicpurchase.com. Bidders must register with Public Purchase and access the solicitation through the platform to receive notices, addenda, and other solicitation updates.www.publicpurchase.com

Bids must be submitted electronically through Public Purchase no later than the date and time listed in the Contract Award Schedule. Bids must include all items identified in Section 6, Bid Content and Format Requirements. Late bids will not be accepted.

Questions or requests for clarification must be submitted in writing through Public Purchase no later than the date and time listed in the Contract Award Schedule. Responses will be issued by written addendum through Public Purchase. The County reserves the right not to respond to questions received after the deadline.

Any amendment or addendum to this IFB is valid only if issued in writing by the County of Nevada Purchasing Agent through Public Purchase.

2. CONTRACT AWARD SCHEDULE

3. GENERAL CONDITIONS

3.1. Prime Responsibility: The selected Contractor(s) will be required to assume full responsibility for all services and activities offered in its/their bid(s), whether or not provided directly. Further, the County will consider the selected Contractor(s) to be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the contract.

3.2. Assurance: Any contract awarded under this IFB must be carried out in full compliance with Title VI and VII of the Civil Rights Act of 1964 as amended, and Section 504 of the Rehabilitation Act of 1973 as amended. The Bidder must guarantee that services provided will be performed in compliance with all applicable county, state and federal laws and regulations pertinent to this project. Prior to executing an agreement, the Bidder will be required to provide evidence substantiating the necessary skill to perform the duties through the submission of references.

3.3. Independent Contractor: In performance of the work, duties and obligations assumed by the Bidder, it is mutually understood and agreed that the Bidder, including any and all of the Bidder’s officers, agents and employees, will at all times be acting and performing in an independent capacity and not as an officer, agent, servant, employee, joint venture, partner or associate of the COUNTY.

3.4. Nevada County prohibits discrimination in employment or in the provision of services because of race, color, religion, religious creed, sex, age, marital status, ancestry, national origin, political affiliation, physical disability or medical condition. This clause does not require the hiring of unqualified persons.

3.5. Nevada County reserves the right to:

Request clarification of any submitted information;

Not enter into any agreement;

Not to select any Bidder;

Amend or cancel this process at any time;

Interview Bidders prior to award and request additional information during the interview;

Negotiate a multi-year contract or a contract with an option to extend the duration;

Award more than one contract if it is in the best interest of the County; and/or Issue similar IFBs in the future.

3.6. Qualified vendors must be prepared to enter into the County’s standard Personal Services Contract, a sample of which is attached as Attachment A to this IFB. Please review the details of Attachment A carefully. By reference, it incorporates many standards, terms and conditions required as part of this IFB. The County intends to award contracts substantially in the form of the sample agreement to the selected vendor(s). Portions of this IFB and the vendor’s bid may be made part of any resultant contract and incorporated in the Contract. By submitting a bid in response to this IFB, the bidder certifies that no exceptions are taken to the form of the sample contract presented in Attachment A or to the provisions thereof, unless such exceptions are fully disclosed in bidder’s proposal. Bidders that take exception to the County’s standard terms and conditions do so at the risk that their proposal may be declared to be nonresponsive and not considered for contract award.

3.7. Prior to commencement of services, the Contractor must provide evidence of the following insurance coverages: Worker’s Compensation, Commercial General Liability (naming the County of Nevada as additional insured), Comprehensive Business or Commercial Automobile Liability for Owned Automobiles and Non-owned /Hired Automobiles, Errors and Omissions insurance; and Professional

Publish IFB July 17, 2026 Pre-bid Conference N/A Deadline for Questions Friday, July 31, 2026 at 5:00 p.m.

Bid Submission Deadline Wednesday, August 12, 2026 at 5:00 p.m.

Contract Approval (tentative) August 25, 2026 Services to Begin (tentative) September 1, 2026

Liability or Malpractice Insurance. The Contractor will be required to maintain the required coverages, at its sole cost and expense, throughout the entire term and any subsequent renewal terms of the contract.

3.8. Pursuant to the County’s Green Procurement and Sustainable Practices Policy, vendors are requested to use recycled products and sustainable practices whenever possible in preparing their response to this IFB, including using post-consumer recycled content paper and packaging products, and copying on both sides of the paper.

3.9. The County of Nevada encourages its contractors and subcontractors to use the US. Citizenship and Immigration Services E-Verify system to verify that employees are eligible to work in the United States.

Information about the E-Verify system is available at www.dhs.gov/e-verify.

3.10. Proprietary Information: Trade secrets or similar proprietary data that the prospective contractor does not wish disclosed to other than personnel involved in the proposal evaluation effort or post-award contract administration will be kept confidential to the extent permitted by law as follows. Each page alleged to contain proprietary information shall be identified by the prospective contractor in boldface text at the top and bottom as “PROPRIETARY.” Any section of the proposal that is requested to remain confidential shall also be so marked in boldface text on the title page of that section. Despite what is labeled as confidential, proprietary, or trade secret, the determination as to whether or not certain material is confidential, proprietary or trade secret shall be determined in accordance with applicable law. If a prospective contractor designates any information in its proposal as proprietary pursuant to this provision, the prospective contractor must also submit one copy of the proposal from which the proprietary information has been excised. The proprietary material shall be excised in such a way as to allow the public to determine the general nature of the material removed and to retain as much of the content of the proposal as possible.

3.11. If the work to be performed is subject to the prevailing wage requirements of the California Labor Code, each contractor or subcontractor listed on the proposal must be registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public works unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Projects subject to the prevailing wage requirements are also subject to compliance monitoring and enforcement by the Department of Industrial Relations.

4. BACKGROUND

4.1. Nevada County has secured a grant from CalRecycle for Household Hazardous Waste and will use a portion of the grant money for one (or two events contingent upon available funds) Household Hazardous Waste collection events.

4.2. Event will take place on a Saturday between Sept. 1 and Nov. 30, 2026. Should there be funds available for second event, the event shall take place on a Saturday between Sept. 1 and Nov. 30, 2027. Hours of the events will be 9 a.m. - 1 p.m. The event(s) will be located at 950 Maidu Ave., Nevada City.

4.3. The selected contractor will include proof of necessary certification to receive and haul Household Hazardous Waste.

4.4. A Department of Toxic Substances Control CAH# is active for the location of the event. The selected contractor will work with Solid Waste staff to obtain permit by rule from DTSC.

5. DESCRIPTION OF SERVICES REQUIRED

5.1. Scope of Services

5.1.1. Provide labor and mobilization for receiving, transporting household hazardous waste for approximately 400-500 event attendees.

5.1.2. Provide proper disposal and reporting for all hazardous waste received.

a. All necessary reporting to DTSC, LEA and any and all other required reporting and documentation to entities shall be completed by the contractor.

b. Events will take place on a Saturday once a year, between Sept. 1 and Nov. 30.

c. Sufficient staffing will be provided by the contractor to accommodate approximately 400- 500 participants. Two staff workers per vehicle and the ability to service 2-4 vehicles at one time.

d. Contractor shall provide proof of sufficient insurance and certification to handle Household Hazardous Waste.

e. Disposal charges shall be based on the actual weight or volume of material collected, as applicable to each waste category, and shall not be billed solely on a per-container basis.

Supplies shall be billed based on actual use.

f. Hazardous waste disposal fees that are covered by State programs such as paint and oil will not be charged to the County but will be coordinated with PaintCare. Oil has a reimbursement, therefore there would be no charge for disposal.

g. Contractor shall apply for and acquire required permits and submit notifications to local emergency offices (i.e. fire, police).

5.2. Detailed Description(s) of Services Required

5.2.1. Contractor shall accept at minimum the following household hazardous materials:

a. Light bulbs, fluorescent tubes

b. Batteries

c. Oil-based and latex paint and solvents

d. Automotive fluids, including antifreeze and other automotive fluids not separately listed

e. Gasoline

f. Motor oil

g. Cooking oil

h. Cleaners

i. Solvents

j. Pool chemicals

k. Aerosol cans

l. Compressed gas cylinders

m. Oil filters

n. Herbicides

o. Pesticides

p. Medications and sharps

q. Disinfectants

r. Other household hazardous materials approved in advance by both the County and the Contractor

5.2.2. The Contractor will operate the event. County staff will support traffic control and event marketing. The Contractor will coordinate event setup, material receiving and handling, packaging, loading, transportation, cleanup of the Contractor’s work area, and delivery of all required post-event documentation.

6. BID CONTENT AND FORMAT REQUIREMENTS

Bidders must submit their bids electronically through Public Purchase.

Bids must be received no later than the date and time listed in the Contract Award Schedule and must contain, at minimum, the following items:

6.1. Cover Sheet (Attachment B)

6.1.1. Provide the full legal name of the bidder who will execute the contract. Provide specific information concerning the agency, including: the agency’s legal name, type of entity, and Federal Tax ID #.

6.1.2. The cover sheet must be signed by an owner, corporate officer, or agent authorized by the Contractor.

6.2. Background and Experience

Provide a concise description of the Bidder’s experience performing comparable household hazardous waste collection events, including the number and size of events completed during the past five years.

Identify all licenses, permits, registrations, certifications, and approvals required to perform the work, and provide copies or identifying information sufficient for the County to verify them. Provide at least three references for similar services, including agency or client name, contact person, telephone number, email address, and a brief description of the work performed.

Identify any proposed subcontractors and the portions of the work they would perform. The Contractor remains fully responsible for all subcontracted work. Each approved subcontractor must maintain all qualifications, insurance, and regulatory authorizations applicable to its work.

6.3. Proposed Costs

Complete and submit the Bid Form included as Attachment C. Pricing must include all labor, supervision, mobilization, travel, transportation, hauling, processing, disposal, supplies, equipment, permits, reporting, taxes, fees, surcharges, and other costs necessary to perform the services. Bidders must clearly identify any charge not included in the evaluated event total. Pricing must be provided for the initial 2026 event and the optional 2027 event. Disposal charges shall be based on the actual weight or volume of material collected, as applicable to each waste category, and shall not be based solely on the number or type of containers used. Supplies shall be billed based on actual use. The detailed unit-rate schedule will be incorporated into the resulting contract for billing purposes but will not be separately scored or added to the evaluated bid total.

7. SELECTION PROCEDURES

The County intends to award a contract to the lowest responsive and responsible Bidder based on the evaluated bid total identified on Attachment C. The County will evaluate the initial 2026 event and the optional 2027 event as stated on the Bid Form.

The apparent low Bidder may be required to provide additional information necessary to confirm bid responsiveness, bidder responsibility, required qualifications, and inclusion of all requested services and costs. If the apparent low Bidder is determined to be nonresponsive or nonresponsible, the County may proceed to the next lowest responsive and responsible Bidder.

In determining bidder responsibility, the County may consider the Bidder’s experience, qualifications, licenses, permits, certifications, references, past performance, financial and operational capacity, available personnel and equipment, regulatory compliance history, and ability to perform the required services within the specified schedule. The County may determine a Bidder to be nonresponsible if the information submitted or otherwise obtained by the County does not demonstrate sufficient qualifications, experience, capacity, or reliability to perform the work.

The selected Contractor must enter into the County’s standard contract and meet insurance requirements approved by the County’s Risk Manager. No agreement is effective until authorized and executed by both parties.

8. INQUIRIES

All questions regarding this IFB must be submitted in writing through Public Purchase at www.publicpurchase.com by the deadline listed in the Contract Award Schedule. Responses affecting the IFB will be issued by written addendum through Public Purchase.

Attachment A – Draft Contract

ATTACHMENT A: DRAFT CONTRACT

Administering Agency: Nevada County Click or tap here to enter text.

Contract No. _______________________________

Contract Description: Click or tap here to enter text.

PROFESSIONAL SERVICES CONTRACT

THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is made at Nevada City, California, as of Click or tap to enter a date.by and between the County of Nevada, ("County"), and Click or tap here to enter text.("Contractor") (together, “Parties”, individual “Party”), who agree as follows:

1. Services Subject to the terms and conditions set forth in this Contract, Contractor shall provide the services described in Exhibit A. Contractor shall provide said services at the time, place, and in the manner specified in Exhibit A.

2. Payment County shall pay Contractor for services rendered pursuant to this Contract at the time and in the amount set forth in Exhibit B. The payments specified in Exhibit B shall be the only payment made to Contractor for services rendered pursuant to this Contract. Contractor shall submit all billings for said services to County in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures which Contractor uses for billing clients similar to County. The amount of the contract shall not exceed Click or tap here to enter text. Dollars ($Click or tap here to enter text.).

3. Term This Contract shall commence on Click or tap to enter a date.. All services required to be provided by this Contract shall be completed and ready for acceptance no later than the Contract Termination Date of: Click or tap to enter a date..

4. Facilities, Equipment and Other Materials Contractor shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Contract.

5. Exhibits All exhibits referred to herein and attached hereto are incorporated herein by this reference.

6. Electronic Signatures The Parties acknowledge and agree that this Contract may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed or emailed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.

7. Time for Performance Time is of the essence. Failure of Contractor to perform any services within the time limits set forth in Exhibit A, or elsewhere in this Contract, shall constitute material breach of this contract. Contractor shall devote such time to the performance of services pursuant to this Contract as may be reasonably necessary for the satisfactory performance of Contractor's obligations pursuant to this Contract. Neither Party shall be considered in default of this Contract to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the Party.

8. Liquidated Damages Liquidated Damages are presented as an estimate of an intangible loss to the County. It is a provision that allows for the payment of a specified sum should Contractor be in breach of contract. Liquidated Damages ☒shall not ☐shall apply to this contract. If Liquidated Damages are applicable to this contract, the Terms are incorporated in Exhibits below,

9. Relationship of Parties

9.1. Independent Contractor

In providing services herein, Contractor, and the agents and employees thereof, shall work in an independent capacity and as an independent contractor and not as agents or employees of County.

Contractor acknowledges that it customarily engages independently in the trade, occupation, or business as

Attachment A – Draft Contract that involved in the work required herein. Further, the Parties agree that Contractor shall perform the work required herein free from the control and direction of County, and that the nature of the work is outside the usual course of County’s business. In performing the work required herein, Contractor shall not be entitled to any employment benefits, Workers’ Compensation, or other programs afforded to County employees.

Contractor shall hold County harmless and indemnify County against such claim by its agents or employees. County makes no representation as to the effect of this independent contractor relationship on Contractor’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Contractor specifically assumes the responsibility for making such determination.

Contractor shall be responsible for all reports and obligations including but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation and other applicable federal and state taxes.

9.2. No Agent Authority Contractor shall have no power to incur any debt, obligation, or liability on behalf of County or otherwise to act on behalf of County as an agent. Neither County nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Contract. Contractor shall not represent that it is, or that any of its agents or employees are, in any manner employees of County.

9.3. Indemnification of CalPERS Determination In the event that Contractor or any employee, agent, or subcontractor of Contractor providing service under this Contract is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for all payments on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

Attachment A – Draft Contract

10. Assignment and Subcontracting Except as specifically provided herein, the rights, responsibilities, duties and services to be performed under this Contract are personal to Contractor and may not be transferred, subcontracted, or assigned without the prior written consent of County. Contractor shall not substitute or replace any personnel for those specifically named herein or in its proposal without the prior written consent of County.

Contractor shall cause and require each transferee, subcontractor, and assignee to comply with the insurance provisions and information technology security provisions set forth herein, to the extent such insurance provisions are required of Contractor under this Contract. Failure of Contractor to so cause and require such compliance by each transferee, subcontractor, and assignee shall constitute a material breach of this Contract, and, in addition to any other remedy available at law or otherwise, shall serve as a basis upon which County may elect to suspend payments hereunder, or terminate this Contract, or both.

11. Licenses, Permits, Etc. Contractor represents and warrants to County that Contractor shall, at its sole cost and expense, obtain or keep in effect at all times during the term of this Contract, any licenses, permits, and approvals which are legally required for Contractor to practice its profession at the time the services are performed.

12. Hold Harmless and Indemnification Contract To the fullest extent permitted by law, each Party (the “Indemnifying Party”) hereby agrees to protect, defend, indemnify, and hold the other Party (the “Indemnified Party”), its officers, agents, employees, and volunteers, free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character resulting from the Indemnifying Party’s negligent act, willful misconduct, or error or omission, including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by the Indemnified Party arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the Indemnified Party) and without limitation, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the Contract. The Indemnifying Party agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the Indemnifying Party, using legal counsel approved in writing by Indemnified Party. Indemnifying Party also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against either Party or to enlarge in any way either Party’s liability but is intended solely to provide for indemnification of the Indemnified Party from liability for damages, or injuries to third persons or property, arising from or in connection with Indemnifying Party’s performance pursuant to this Contract. This obligation is independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Contract.

13. Standard of Performance Contractor shall perform all services required pursuant to this Contract in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession. All products of whatsoever nature which Contractor delivers to County pursuant to this Contract shall be prepared in a substantial first class and workmanlike manner and conform to the standards or quality normally observed by a person practicing in Contractor's profession.

14. Contractor without additional compensation Contractor’s personnel, when on County’s premises and when accessing County network remotely, shall comply with County’s regulations regarding security, remote access, safety and professional conduct, including but not limited to Nevada County Security Policy NCSP-102 Nevada County External User Policy and Account Application regarding data and access security. Contractor personnel will solely utilize County’s privileged access management platform for all remote access support functions, unless other methods are granted in writing by County’s Chief Information Officer or his/her designee.

15. Prevailing Wage and Apprentices To the extent made applicable by law, performance of this Contract shall be in conformity with the provisions of California Labor Code, Division 2, Part 7, Chapter 1, commencing with section 1720 relating to prevailing wages which must be paid to workers employed on a public work as defined in Labor Code section 1720, et seq., and shall be in conformity with Title 8 of the California Code of Regulations section 200 et seq., relating to apprenticeship. Where applicable:

• Contractor shall comply with the provisions thereof at the commencement of services to be provided herein, and thereafter during the term of this Contract. A breach of the requirements of this section shall be deemed a material breach of this contract. Applicable prevailing wage

Attachment A – Draft Contract determinations are available on the California Department of Industrial Relations website at http://www.dir.ca.gov/OPRL/PWD.

• Contractor and all subcontractors must comply with the requirements of Labor Code section 1771.1(a) pertaining to registration of contractors pursuant to section 1725.5. Registration and all related requirements of those sections must be maintained throughout the performance of the Contract.

• Contracts to which prevailing wage requirements apply are subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor and each subcontractor must furnish certified payroll records to the Labor Commissioner at least monthly.

• County is required to provide notice to the Department of Industrial Relations of any public work contract subject to prevailing wages within five (5) days of award.

16. Accessibility It is the policy of County that all County services, programs, meetings, activities and facilities shall be accessible to all persons, and shall comply with the provisions of the Americans With Disabilities Act and Title 24, California Code of Regulations. To the extent this Contract shall call for Contractor to provide County contracted services directly to the public, Contractor shall certify that said direct services are and shall be accessible to all persons.

17. Nondiscriminatory Employment Contractor shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or sexual orientation, or any other legally protected category, in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et seq.

18. Drug-Free Workplace Senate Bill 1120, (Chapter 1170, Statutes of 1990), requires recipients of State grants to maintain a "drug-free workplace”. Every person or organization awarded a contract for the procurement of any property or services shall certify as required under Government Code Section 8355-8357 that it will provide a drug-free workplace.

19. Political Activities Contractor shall in no instance expend funds or use resources derived from this Contract on any political activities.

20. Subrecipient This contract ☒shall not ☐shall be subject to subrecipient status as such: the Uniform Administrative

Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200 et al (commonly referred to as the “OMB Super Circular” or “Uniform Guidance”). A copy of these regulations is available at the link provided herein for the Code of Federal Regulations. Subrecipient and Contractor determinations

21. Debarment In order to prohibit the procurement of any goods or services ultimately funded by Federal awards from debarred, suspended or otherwise excluded parties, this contract ☒shall not ☐shall qualify for debarment suspension monitoring. Contractor shall provide proof of debarment compliance if requested by the County. In addition, the County may (at anytime during the term of the Contract) screen the Contractor at www.sam.gov to ensure Contractor, its principal and their named subcontractors are not debarred, suspended or otherwise excluded by the United States Government in compliance with the requirements of 7 Code of Federal Regulations (CFR) 3016.35, 28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

22. Financial, Statistical and Contract-Related Records:

20.1. Books and Records Contractor shall maintain statistical records and submit reports as required by County. Contractor shall also maintain accounting and administrative books and records, program procedures and documentation relating to licensure and accreditation as they pertain to this Contract. All such financial, statistical and contract-related records shall be retained for five (5) years or until program review findings and/or audit findings are resolved, whichever is later. Such records shall include but not be limited to bids and all supporting documents, original entry books, canceled checks, receipts, invoices, payroll records, including subsistence, travel and field expenses, together with a general ledger itemizing all debits and credits.

Attachment A – Draft Contract

20.2. Inspection Upon reasonable advance notice and during normal business hours or at such other times as may be agreed upon, Contractor shall make all of its books and records, including general business records, available for inspection, examination or copying, to County, or to the State Department of Health Care Services, the Federal Department of Health and Human Services, the Controller General of the United States and to all other authorized federal and state agencies, or their duly authorized representatives.

20.3. Audit Contractor shall permit the aforesaid agencies or their duly authorized representatives to audit all books, accounts or records relating to this Contract, and all books, accounts or records of any business entities controlled by Contractor who participated in this Contract in any way. All such records shall be available for inspection by auditors designated by County or State, at reasonable times during normal business hours. Any audit may be conducted on Contractor’s premises or, at County’s option, Contractor shall provide all books and records within fifteen (15) days upon delivery of written notice from County.

Contractor shall promptly refund any moneys erroneously charged and shall be liable for the costs of audit if the audit establishes an over-charge of five percent (5%) or more of the correct amount owed during the audit period.

Attachment A – Draft Contract

23. Termination A. A material breach, as defined pursuant to the terms of this Contract or otherwise, in addition to any other remedy available at law or otherwise, shall serve as a basis upon which County may elect to immediately suspend payments hereunder, or terminate this Contract, or both, without notice.

B. If Contractor fails to timely provide in any manner the services materials and products required under this Contract, or otherwise fails to promptly comply with the terms of this Contract, or violates any ordinance, regulation or other law which applies to its performance herein, County may terminate this Contract by giving five (5) calendar days written notice to Contractor.

C. Either Party may terminate this Contract for any reason, or without cause, by giving thirty (30) calendar days written notice to the other, which notice shall be sent by registered mail in conformity with the notice provisions, below. In the event of termination not the fault of Contractor, Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Contract. Contractor shall be excused for failure to perform services herein if such performance is prevented by acts of God, strikes, labor disputes or other forces over which Contractor has no control.

D. Notwithstanding anything to the contrary herein, if state or federal funds that County intended to use for payment under this Contract are canceled, reduced, or otherwise made unavailable, County shall have the right to immediately terminate this Contract upon written notice to Contractor. In such an event, County shall pay Contractor for all services satisfactorily performed up to the date of termination in accordance with the terms of this Contract, and Contractor shall have no further claims against County due to such termination.

In the event this Contract is terminated:

1) Contractor shall deliver copies of all writings prepared by it pursuant to this Contract. The term "writings" shall be construed to mean and include: handwriting, typewriting, printing, photostatting, photographing, and every other means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof.

2) County shall have full ownership and control of all such writings delivered by Contractor pursuant to this Contract.

3) County shall pay Contractor the reasonable value of services rendered by Contractor to the date of termination pursuant to this Contract not to exceed the amount documented by Contractor and approved by County as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the Contract specified in Exhibit B, and further provided, however, County shall not in any manner be liable for lost profits which might have been made by Contractor had Contractor completed the services required by this Contract. In this regard, Contractor shall furnish to County such financial information as in the judgment of County is necessary to determine the reasonable value of the services rendered by Contractor. The foregoing is cumulative and does not affect any right or remedy, which County may have in law or equity.

24. Intellectual Property Contractor will not publish or transfer any materials produced or resulting from activities supported by this Contract without the express written consent of County. All reports, original drawings, graphics, plans, studies and other data and documents, in whatever form or format, assembled or prepared by Contactor or Contractor's subcontractors, consultants, and other agents in connection with this Contract are "works made for hire" (as defined in the Copyright Act, 17 U.S.C. Section 101 et seq., as amended) for County, and Contractor unconditionally and irrevocably transfers and assigns to County all right, title, and interest, including all copyrights and other intellectual property rights, in or to the 'works made for hire.” Unless required by law, Contractor shall not publish, transfer, discuss, or disclose any of the above-described works made for hire or any information gathered, discovered, or generated in any way through this Contract, without County's prior express written consent.

To the extent County provides any of its own original photographs, diagrams, plans, documents, information, reports, computer code and all recordable media together with all copyright interests thereto, to Contractor during this Contract, such information shall remain the property of County, and upon fifteen (15) days demand therefor, shall be promptly delivered to County without exception.

25. Waiver One or more waivers by one Party of any major or minor breach or default of any provision, term, condition, or covenant of this Contract shall not operate as a waiver of any subsequent breach or default by the other Party.

26. Conflict of Interest Contractor certifies that no official or employee of County, nor any business entity in which an official of County has an interest, has been employed or retained to solicit or aid in the procuring of this Contract. In

Attachment A – Draft Contract addition, Contractor agrees that no such person will be employed in the performance of this Contract unless first agreed to in writing by County. This includes prior Nevada County employment in accordance with County’s Personnel Code.

27. Entirety of Contract This Contract contains the entire Contract of County and Contractor with respect to the subject matter hereof, and no other contract, statement, or promise made by any Party, or to any employee, officer or agent of any Party, which is not contained in this Contract, shall be binding or valid.

28. Alteration No waiver, alteration, modification, or termination of this Contract shall be valid unless made in writing and signed by all Parties, except as expressly provided in Section 22, Termination.

29. Governing Law and Venue This Contract is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. The venue for any legal proceedings regarding this Contract shall be the County of Nevada, State of California. Each Party waives any federal court removal and/or original jurisdiction rights it may have.

30. Compliance with Applicable Laws Contractor and any subcontractors shall comply with any and all federal, state and local laws, codes, ordinances, rules and regulations which relate to, concern of affect the services or type of services to be provided by this Contract.

31. Confidentiality Contractor, its employees, agents and or subcontractors may come in contact with documents that contain information regarding matters that must be kept confidential by County, including personally identifiable patient or client information. Even information that might not be considered confidential for the usual reasons of protecting non-public records should be considered by Contractor to be confidential.

Contractor agrees to maintain confidentiality of information and records as required by applicable federal, state, and local laws, regulations and rules and recognized standards of professional practice.

Notwithstanding any other provision of this Contract, Contractor agrees to protect the confidentiality of any confidential information with which Contractor may come into contact in the process of performing its contracted services. This information includes but is not limited to all written, oral, visual and printed patient or client information, including but not limited to: names, addresses, social security numbers, date of birth, driver’s license number, case numbers, services provided, social and economic conditions or circumstances, agency evaluation of personal information, and medical data.

Contractor shall not retain, copy, use, or disclose this information in any manner for any purpose that is not specifically permitted by this Contract. Violation of the confidentiality of patient or client information may, at the option of County, be considered a material breach of this Contract.

32. Additional Contractor Responsibilities A. To the extent Contractor is a mandated reporter of suspected child and/or dependent adult abuse and neglect, it shall ensure that its employees, agents, volunteers, subcontractors, and independent contractors are made aware of, understand, and comply with all reporting requirements. Contractor shall immediately notify County of any incident or condition resulting in injury, harm, or risk of harm to any child or dependent adult served under this Contract.

B. Contractor will immediately notify County of any active complaints, lawsuits, licensing or regulatory investigations, reports of fraud or malfeasance, or criminal investigations regarding its operations. Contractor agrees to work cooperatively with County in response to any investigation commenced by County with regard to this Contract or the clients served herein, including providing any/all records requested by County related thereto.

C. Contractor shall employ reasonable background check procedures on all employees, prospective employees, volunteers and consultants performing work involving direct contact with minor children or dependent adults under this Contract, including fingerprinting and criminal records checks, sexual offender registry checks, and reference checks, including both personal and professional references.

33. Information Technology Security Requirements This contract ☒shall not ☐shall be subject to Exhibit F, “Information Technology Security,” which is attached and incorporated by this reference. Contractor’s failure to comply with the requirements in Exhibit F is a material breach of this Agreement.

Attachment A – Draft Contract

34. Artificial Intelligence Technology (AI Technology) includes any machine learning, deep learning, or artificial intelligence ("AI") technologies, such as statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, as well as all software implementations and related hardware or equipment capable of generating content (e.g., text, images, video, audio, or computer code) based on user-supplied prompts.

County Data includes all information, data, materials, text, prompts, images, or other content provided to the Contractor under this Agreement or any other agreements between the Contractor and the County.

Responsibilities and Training:

Contractor is responsible for all information in the machine learning model, intellectual property rights associated with the information, and software and coded instructions used to generate AI content. County is responsible for the accuracy, utility and formulation of prompts and other inputs used to access the AI services and for decisions made, advice given, actions taken, and failures to take action based on AI content generated from AI services, except for AI content that is generated from erroneous or non-existing information in Contractor’s machine learning models or from malfunctioning AI service software.

Contractor shall not use, or permit any third party to use, County Data to train, validate, update, improve, or modify any AI Technology, whether for Contractor’s benefit or that of a third party, without the County's prior written authorization, which the County may grant or withhold at its sole discretion.

Attachment A – Draft Contract

35. Notification Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail, postage prepaid, and addressed to the Parties as follows:

COUNTY OF NEVADA: CONTRACTOR:

Nevada County Click or tap here to enter text. Click or tap here to enter text.

Address: Click or tap here to enter text. Address Click or tap here to enter text.

City, St, Zip Click or tap here to enter text. City, St, Zip Click or tap here to enter text.

Attn: Click or tap here to enter text. Attn: Click or tap here to enter text.

Email: Click or tap here to enter text. Email: Click or tap here to enter text.

Phone: Click or tap here to enter text. Phone: Click or tap here to enter text.

Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed.

Attachment A – Draft Contract

Authority: All individuals executing this Contract on behalf of Contractor represent and warrant that they are authorized to execute and deliver this Contract on behalf of Contractor.

IN WITNESS WHEREOF, the Parties have executed this Contract to begin on the Effective Date.

By: _____________________________ Date: ____________

Printed Name/Title: Craig Griesbach, Purchasing Agent

CONTRACTOR: Click or tap here to enter text.

By: _____________________________ Date: ____________

Name: _____________________________

* Title: _____________________________

By: _________________________________ Date: ____________

Name: ______________________________

* Title: ______________________________

*If Contractor is a corporation, this Contract must be signed by two corporate officers; one of which must be the secretary of the corporation, and the other may be either the President or Vice President, unless an authenticated corporate resolution is attached delegating authority to a single officer to bind the corporation (California Corporations Code Sec. 313).

Exhibits A. Schedule of Services B. Schedule of Charges and Payments C. Insurance Requirements Summary Page

Exhibit A

Professional Services Contract– Schedule of Services

Version 6- Approved by County Contracts Committee 1/7/25

EXHIBIT A

SCHEDULE OF SERVICES

Add your Scope of Work here be sure to include all work you expect the Contractor to complete. You may use Contractor’s Quote, Proposal or Letter. Keep in mind a solid scope of work includes the following elements:

1. Project Objective

2. Services/Tasks to be completed by Contractor

3. Clearly defined deliverables

4. Project timeline/ schedule

5. Resources (County and Contractor provided)

6. Reporting requirements (if applicable)

7. Additional Services (as needed or requested)

A good, solid scope of work allows the County and Contractor to have a clear understanding of one another’s expectations while working together.

Exhibit B

Professional Services Contract – Schedule of Charges and Payments

EXHIBIT B

SCHEDULE OF CHARGES AND PAYMENTS

Add your Payment terms and conditions here be sure to include milestone payments, or payment disbursement conditions if applicable to include how you are planning to pay your Contractor. You may use Contractor’s Price Quote or Fee Schedule if hourly or As-Needed services. Non-profit organizations should submit a 990 annual informational tax return or audited financial statements on an annual basis..

Maximum Limit & Fee Schedule

Contractor's compensation shall be paid at the schedule shown below. Reimbursement of travel, lodging and miscellaneous expenses is not authorized. All expenses of Contractor, including any expert or professional assistance retained by Contractor to complete the work performed under this Contract shall be borne by Contractor.

The total of all payments made under this Contract shall not exceed the amount shown in Section 2 of this Contract.

Invoices

Invoices shall be submitted to County in a form and with sufficient detail as required by County. Work performed by Contractor will be subject to final acceptance by County project manager(s). Time and materials contracts should request supporting documentation sufficient to substantiate amounts billed including detailed time logs or timesheets indicating hours and activities worked on by each employee, invoices for materials purchased with supporting receipts, and a summary of work performed, or deliverables achieved.

Submit all invoices to:

Nevada County Click or tap here to enter text.Department Address: Click or tap here to enter text.

City, St, Zip Click or tap here to enter text.

Attn: Click or tap here to enter text.

Email: Click or tap here to enter text.

Phone: Click or tap here to enter text.

County will make payment within thirty (30) days after the billing is received with accurate and complete agreed upon supporting documentation and approved by County and as outlined above (or in the Scope of Work, or other agreeable interval).

Payment Schedule Insert Payment scheduled here

Unless otherwise agreed to by County, all payments owed by County to Contractor under this Contract shall be made by Automated Clearing House (“ACH”). In the event County is unable to release payment by ACH Contractor agrees to accept payment by County warrant.

Exhibit C

Professiona…