Final_RFP_605_2200000314_2_SO_FORM.PDF

Document ID: RFP 605 2200000314 Page: 1

Commonwealth of Kentucky

SOLICITATION MODIFICATION

Modification: Yes Version #: 2

TITLE: Marine Surveyors

Date Issued:

04/22/2022 Record Date:

2022-04-15

Solicitation Closes Date:

4/29/22 Time:

14:00

Solicitation No:

RFP 605 2200000314

Reason for Modification

Modification issued to revise an attachment and to correct the transmittal letter portion of Section 8.10 of the Terms and Conditions.

Online Bidding Prohibited: Yes For Information Call:

Brandon Milby 502-782-3979

Bid Receiving Location:

Bid Receiving

See Terms & Conditions for Bid Submission Instructions

Other KY

Vendor Customer Number:

Vendor Name:

Phone Number:

Fax Number:

Email Address:

Ordering

Address:

City, State, Zip:

Contact Name:

Contact Email:

Contact Phone Number:

Payment

Address:

City, State, Zip:

Contact Name:

Contact Email:

Contact Phone Number:

Ownership Type

__ Sole Proprietorship __ Partnership __ Corporation __ Other_________________________

SIGNATURE OF AUTHORIZED AGENT IS REQUIRED UNLESS RESPONSE

IS SUBMITTED ELECTRONICALLY. FAILURE TO SIGN SHALL RENDER

THE BID INVALID.

Signature X_________________________________________ FEIN#____________________ Date____________

All offers subject to all terms and conditions contained in this solicitation.

Document ID: RFP 605 2200000314 Page: 2

Line Items

Commodity Group: Default Commodity Group

Line CL Description Quantity UOM Unit Cost Line Total or Contract Amnt

1 Marine Surveyor Services Hourly Rate for Work

Comm Code Comm Description Manufacturer Model # Manuf Part #

95953 Marine Survey Services (Including Sonar Radar, Location/Reco

Extended Description See Section 2.00 for the Scope of Work.

Enter hourly rate on Attachment E - Cost Proposal.

The marine surveyor will be compensated on an hourly basis. The Cabinet will pay valid invoices on a monthly basis for the hours expended.

The Cabinet will only pay the surveyor for hourly work. No payments will be made of overhead, travel cost, printing and copying, or any other form of payment or reimbursement.

Shipping Information KYTC District 3 - Monroe Co Maintenance Storage Facility

266 Capp Harlan Road

Tompkinsville KY 42167

Billing Information KYTC Division of Equipment

1234 Wilkinson Blvd

Frankfort KY 40622

Document ID: RFP 605 2200000314 Page: 3

Submission Checklist

The following items will be required to be submitted with bid:

Item Cost - 300 Points Education - 250 Points Experience - 300 Points References - 150 Points Oral Presentations - 250 Points (if required)

The vendor include the following with the proposal submission.

If the items highlighted below are not submitted with the proposal submission, All other items be submitted prior to award.

_____ SIGNED AND COMPLETED SOLICITATION --Section 8.10 of this RFP

_____ *PROPOSED SOLUTION (TECHNICAL) UNDER SEALED COVER AND BY

CLOSING DATE -- Section(s) 8.00 and 8.10 of this RFP

_____ *PROPOSED SOLUTION (COST) UNDER SEALED COVER AND BY

CLOSING DATE -- Section(s) 8.00 and 8.20 of this RFP

_____ TRANSMITTAL LETTER CHECKLIST (ATTACHMENT H) – Section 8.10 of this RFP

_____ PROOF OF REGISTRATION WITH SECRETARY OF STATE BY A

FOREIGN ENTITY -- Section 8.00 of the Personal Service Contract

Terms and Conditions of this RFP

_____ REQUIRED AFFIDAVIT(S) – Section 8.10 of this RFP

*The Commonwealth defines SEALED as “a closure that must be broken to be opened and that thus reveals tampering” (Merriam-Webster Dictionary, https://www.merriam-webster.com/dictionary/seal

Document Description Page 4

2200000314 Marine Surveyors https://www.merriam-webster.com/dictionary/seal

REQUEST FOR PROPOSAL

FOR

PERSONAL SERVICE CONTRACT

This document constitutes a Request for Proposals for a Personal Service

Contract from qualified individuals and organizations to furnish those services as described herein for the Commonwealth of Kentucky, Transportation Cabinet Department of Highways District 3.

Offerors are advised that any personal service contract resulting from this

RFP must comply with all applicable provisions of KRS 45A and KRS 12.210 prior to becoming effective.

A contract, based on this RFP, may or may not be awarded. Any contract award from this RFP is invalid until properly approved and executed by the

Finance and Administration Cabinet and filed with the Legislative Research

Commission, Government Contract Review Committee.

The Kentucky Transportation Cabinet’s Office for Department of Highways

Document Description Page 5

District 3 desires to establish a contract with a Marine Surveyor to assist in the process of replacing two tugboats in Monroe County, KY.

DESCRIPTION OF SERVICES REQUIRED

Services shall include the vendor (surveyor) evaluating awarded boat builder’s submitted specifications, drawings and plans; conducting on-site progress construction inspections at the awarded boat builders manufacturing facility; and performing a completed construction inspection of tugboats. Ultimately, the awarded vendor is responsible for writing a statement that the final products are complete, sound and workable tugboats.

The construction of the tugboats are to meet current boat manufacturing standards and other relevant standards required in constructing tugboats.

See Attachment F for copy of the contract.

The construction phase inspections consists of minimum of four on-site visits to the awarded boat builders manufacturing facility.

A. First visit: Inspection of the boat builder’s facility for adequate manufacturing components and if so needed stockpiled material for invoice payment prior to construction.

B. Second and Third visit: Progress construction inspections for the vendor to perform current standards of boat building testing consistent with that of tugboat manufacturing or as directed by the cabinet. The vendor is also to perform visual inspection of the construction progress. In particular, the vendor is to inspect the weld joints. The vendor is to provide a statement that construction is proceeding in accordance with the specifications, drawings and plans.

C. Fourth visit: Final visual or test inspections of completed tugboats.

Document Description Page 6

D. Additional visits will be required if major milestones in construction are completed outside the above visits.

The vendor is to provide a statement that construction is complete in acco rdance with the specifications, drawings and plans. Provide ongoing reports of inspection in writing back to cabinet after each visit. Reports are to be detailed including but not limited to work progress, observations, discovered issues, and solutions if so needed.

The post construction inspection phase consists of an on-site visit to the tugboats final work location Tompkinsville, Kentucky, preferably same date of tugboats delivery by the boat builder.

Meet with cabinet representatives and boat builder to provide final testing, inspection comments, and discuss entire process. This visit may be omitted if mutually agreed upon by cabinet and vendor.

Ultimately, the vendor is to write a statement that the tugboats are complete and in working order.

Vendor should try and coordinate manufacturing facility visits with Cabinet representatives if at all possible.

Some of the on-site meetings, Pre and Post, may be conducted via web/phone conference instead of by person if determined more convenient by the

Cabinet.

The marine surveyor will be compensated on an hourly basis. The Cabinet will pay valid invoices on a monthly basis for the hours expended.

Document Description Page 7

The Cabinet will only pay the surveyor for hourly work. No payments will be made for overhead, travel costs, printing and copying, supplies or any other form of payment or reimbursement. Proposers must provide a single, blended hourly rate for all individuals who may work on the contract.

After determining that a proposal includes all required information and data, the Transportation Cabinet will evaluate the proposal based on the following evaluation factors:

Bidder shall provide a narrative detailing their education and training, including any certifications or membership in a professional organization.

Bidder shall be credentialed member of National Association of Marine

Surveyors (NAMS) and/or the Society of Accredited Marine Surveyors (SAMS);

both is preferred.

Bidder shall provide a narrative detailing their experience. The response shall include the number of years the Bidder has been a Marine Surveyor.

The response shall also include a resume.

The vendor shall fully complete the Reference Form (Attachment G) for three

(3) references. All references shall be from organizations with whom the offeror has previously contracted to provide similar services as outlined in this RFP.

Document Description Page 8

There will be a maximum of 300 points possible for the Cost Proposal.

Vendor shall only provide cost on the attached otherwise the proposal may be deemed non responsive.

Technical Proposal 700 points

Cost Proposal 300 points

Total Points Possible 1000 points

Oral Presentations/Demonstrations, if required 250 points

Total Points Possible - With Oral

Presentations/Demonstrations 1250 points

The following schedule presents the major activities associated with the RFP distribution, written questions and proposal submission. The Commonwealth reserves the right at its sole discretion to change the Schedule of Activities, including the associated dates and times.

Release of RFP 3/30/2022 Written Questions due by: 4:30pm 4/11/2022 Anticipated Commonwealth Response to Written Questions

4/22/2022

Proposals Due by: 2:00pm 4/29/2022

*NOTE: ALL TIME REFERENCES ARE TO THE EASTERN TIME ZONE.

Document Description Page 9

The Transportation Cabinet Contact named below shall be the sole point of contact throughout the procurement process. All communications, oral and written (regular mail, express mail, electronic mail or fax), concerning this procurement shall be addressed to:

Brandon Milby

KYTC Division of Purchases

200 Mero Street, 4th Floor East

Frankfort, KY 40622

502-782-3979

Brandon.Milby@ky.gov

From the issue date of this RFP until a Contractor(s) is selected and the selection is announced, Offerors shall not communicate with any other

Commonwealth staff concerning this RFP.

Questions must be submitted in writing to the Agency Contact. The

Commonwealth will respond to salient questions in writing by issuing an

Addendum to the Solicitation. The Addendum shall be posted to the

Commonwealth’s eProcurement page.

Proposals shall be submitted in three (3) parts and labeled accordingly: The

, the , and the

Please use the following method to label submitted documents:

Document Description Page 10

2200000314 Marine Surveyors mailto:Brandon.Milby@ky.gov https://ftp.ky.gov

RFP 22.314 – Offeror Name – Technical/Cost/Proprietary Proposal

HARD COPY OR FACSIMILE PROPOSALS SHALL NOT BE CONSIDERED.

Each qualified offeror shall submit only .

Failure to submit as specified shall result in a non-responsive proposal.

It is the vendor's responsibility to check the web site for any modifications to this solicitation. Vendors are encouraged to acknowledge each addendum by signing and submitting the latest addendum with their response. However, signing the face of the solicitation as indicated above constitutes the vendor’s acknowledgement of and agreement to be bound by the terms of all addenda issued.

All submitted technical and cost proposals shall remain valid for a minimum of six (6) months after the proposal due date.

Document Description Page 11

The Technical Proposal must be arranged and labeled in the manner set forth below.

The transmittal letter checklist should be on the attached form

(ATTACHMENT H), notarized and signed by an agent authorized to bind the vendor. The transmittal letter checklist should include the following:

a. A statement that deviations are included, if applicable.

b. A statement that proprietary information is included, if applicable.

c. A statement that, if awarded a contract as a result of this Solicitation, the

Offeror shall comply in full with all the requirements of the Kentucky Civil

Rights Act, and shall submit all data required by KRS 45.560 to 45.640.

d. A sworn statement that, pursuant to KRS 11A.040, that Offeror has not knowingly violated any provisions of the Executive Branch Code of Ethics.

e. A statement certifying that the price in this proposal was arrived at independently without collusion, consultation, communication, or agreement as to any matter relating to such prices with any other Offeror or with any competitor.

f. A statement affirming that the Offeror is properly authorized under the laws of the Commonwealth of Kentucky to conduct business in this state and will remain in good standing with the Office of the Kentucky Secretary of

State for the duration of any awarded contract resulting from this

Solicitation.

g. The name, address, telephone number and email address and website address, if available, of the contract person to serve as a point of contact for day-to-day operations.

h. Subcontractor information to include the name of the company, address, Document Description Page 12 telephone number and contact name, if applicable.

i. Foreign entity’s organization number issued by the Secretary of State in a certificate of authority or a statement of foreign qualification, if applicable.

A sworn statement that, if awarded a contract as a result of this solicitation, the vendor shall comply in full with all requirements of the , and shall submit all data required by KRS 45.560 to 45.640;

A sworn statement pursuant to KRS 11A.040 that the vendor has not knowingly violated any provisions of the

A sworn statement of that the vendor is in compliance with Prohibitions of Certain ;

A statement of certification in accordance with In accordance with Federal Acquisition Regulation 52.209-5, Certification Regarding that to the best of its knowledge and belief, the vendor and/or its principals is (are) not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any State or Federal agency.

The name, address, telephone number, and email address of the for this RFP. The address shall be one in which the major overnight delivery services will deliver.

The name, address, telephone number, and email address of the to serve as a point of contact for day-to-day operations.

information to include name of company, address, telephone number and contact name, if applicable.

Document Description Page 13

An authorized representative

MUST complete and sign the Solicitation form and include the following:

“Vendor” box and “Payment” box should be completed.

Vendor shall indicate ownership type.

Vendor shall provide “FEIN” if applicable.

Vendor shall provide date the form is completed and signed.

Signed face of the most recent Addenda, if applicable.

https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

*Offerors not claiming Resident Bidder Status need not submit this affidavit.

https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

*Offerors not claiming Qualified Bidder Status need not submit this affidavit.

– Please provide a detailed response to the technical requirements outlined in the Evaluation Criteria. No cost information shall be provided in the technical portion.

The Cost Proposal must be submitted under separate cover from the

Technical Proposal and must be arranged and labeled in the manner specified. The proposal with the lowest price receives the maximum score.

Document Description Page 14

2200000314 Marine Surveyors https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx

The remaining proposals with the next lowest price receives points by dividing the lowest price by the next lowest price and multiplying that percentage by the available points.

In accordance with Federal Acquisition Regulation 52.209-5, the Offeror shall certify, by signing the Solicitation, that to the best of its knowledge and belief, the Offeror and/or its Principals is (are) not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency.

For the purposes of this certification, “Principals”, means officers, directors, owners, partners, and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of subsidiary, division, or business segment, and similar positions.

To facilitate this procurement, various rules have been established. These are described in the following paragraphs.

Offerors should review and comply with the General Conditions and

Instructions for Solicitation/Contract listed under “Response to Solicitation” located on the eProcurement web page at https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

The procurement process will provide for the evaluation of proposals and selection of the winning proposal in accordance with state law and regulations. KRS Chapter 45A of the Kentucky Model Procurement Code provides the regulatory framework for the procurement of services by state agencies.

Document Description Page 15 https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

The Transportation Cabinet will evaluate the proposal based on the technical portion of the Evaluation Criteria. Each Offeror is responsible for submitting all relevant, factual and correct information with their offer to enable the evaluator(s) to afford each vendor the maximum score based on the available data submitted by the Offeror. Past Offeror Performance may be considered in the award of this Contract. Offerors with a record of poor performance in the last twelve (12) months may be found non-responsible and ineligible for award.

The Transportation Cabinet will evaluate the proposal based on the cost portion of the Evaluation Criteria.

Offeror shall only provide cost on the attached Cost Proposal Form;

otherwise, the proposal may be deemed non-responsive.

The Commonwealth reserves the right at its discretion to reject any and all offers. The Commonwealth also reserves the right at its discretion to waive informalities and minor irregularities in offers received.

The Commonwealth reserves the right at its discretion to request additional information as may reasonably be required for selection and to reject any proposals for failure to provide additional information on a timely basis.

The Commonwealth reserves the right to conduct discussions with any

Offeror who has submitted a proposal to determine the Offeror’s qualifications for further consideration. Such discussions shall not disclose any information derived from proposals submitted by other Offerors.

The Commonwealth reserves the right at its discretion to request a Best and

Final Offer (BAFO) for technical and/or cost proposals. Offerors are

Document Description Page 16 cautioned to propose their best possible offers at the outset of the process, as there is no guarantee that any Offeror will be allowed an opportunity to submit a Best and Final technical and/or cost offer.

This RFP specifies the format, required information and general content of proposals to be submitted in response to the RFP. The Kentucky

Transportation Cabinet shall not disclose any portions of the proposals prior to contract award to anyone outside the Kentucky Transportation Cabinet, representatives of the agency for whose benefit the contract is proposed, representatives of the federal government, if required, and the members of the evaluation committee. After a contract is awarded in whole or in part, the Commonwealth shall have the right to duplicate, use, or disclose all proposal data submitted by Offerors in response to this RFP as a matter of public record.

Any and all documents submitted by an Offeror in response to the RP shall be available for public inspection after contract award pursuant to the Kentucky

Open Records Act, KRS 61.870 to 61.884 (“the Act”). When responding to a request to inspect records submitted in response to this RFP, the

Commonwealth will not redact or withhold any information or documents unless the records sought are exempt from disclosure pursuant to KRS

61.878 or other applicable law. Similarly, no such documents shall be exempt from public disclosure, regardless of the Offeror’s designation of the information contained therein as “proprietary,” “confidential,” or otherwise, except in cases where the requested documents (or information contained therein) would be excluded from application of the Act under KRS

61.878(1)(c).

The Commonwealth of Kentucky shall have the right to use all system ideas, or adaptations of those ideas, contained in any proposal received in response to this RFP. Selection or rejections of the proposal will not affect this right.

Document Description Page 17

The scoring of bids/proposals is subject to the reciprocal preference for

Kentucky resident bidders and preferences for a Qualified Bidder or the

Department of Corrections, Division of Prison Industries (See KRS 45A.490(1), (2), 45A.492, 45A.494 and KAR 200 5:410).

Any individual, partnership, association, corporation, or other business entity claiming resident bidder status shall submit the attached Required Affidavit for Bidders, Offerors and Contractors Claiming Resident Bidder Status as part of its response. The Kentucky Transportation Cabinet reserves the right to request documentation supporting a bidder’s claim of resident bidder status.

Failure to provide such documentation upon request shall result in disqualification of the bidder or contract termination.

As part of its response, a nonresident bidder shall submit its certificate of authority to transact business in the Commonwealth of Kentucky, Secretary of State. The location of the principal office identified therein shall be deemed the state of residency for that bidder. If the bidder is not required by law to obtain said certificate, the state of residency for that bidder shall be deemed to be that which is identified in its mailing address as provided in its bid.

Pursuant to KRS 45A.470 and 200 KAR 5:410, Kentucky Correctional

Industries will receive a preference equal to twenty (20) percent of the maximum points awarded to a bidder in a solicitation. In addition, the following “qualified bidders” will receive a preference equal to fifteen (15) percent of the maximum points awarded to a bidder in a solicitation. New

Document Description Page 18

Vision Industries, Inc., any nonprofit corporation that furthers the purposes of

KRS Chapter 163 and any qualified nonprofit agencies for individuals with severe disabilities as defined in KRS 45A.465(3). Any bidder claiming

“qualified bidder” status, other than New Vision Industries, Inc., shall submit a notarized affidavit affirming that it meets the requirements to be considered a qualified bidder as part of its response to the solicitation

(affidavit form included as part of this RFP). If requested, failure to provide documentation proving qualified bidder status to a public agency, if requested, may result in disqualification of the bidder or contract termination.

The Commonwealth reserves the right at its discretion to require Oral

Presentations/Demonstrations by some or all of the Offerors to verify or expand on the Technical or Cost Proposals.

The Commonwealth reserves the right to require Oral

Presentations/Demonstrations to verify or expand on the Technical or Cost

Proposals. Oral Presentations/Demonstrations may be conducted through video-conferencing or by conference call, if it is in the best interest of the

Commonwealth to do so.This is the opportunity for the vendor to present and demonstrate the solution and to answer questions or to clarify the understanding of the evaluation committee in accordance with the requirements of this RFP. The Commonwealth reserves the right to reject any or all proposals in whole or in part based on the oral presentations/demonstrations.

If required, the highest-ranking vendors may be invited.

Scheduling will be at the discretion of the Commonwealth. The

Commonwealth reserves the right not to require oral presentations/demonstrations.

Document Description Page 19

After conducting the evaluation to determine the best proposal received, the

Kentucky Transportation Cabinet reserves the right to negotiate a fair and reasonable compensation based on the pricing submitted in the Offeror’s proposal. If the negotiations fail to reach an agreement on a fair and reasonable compensation rate, the Kentucky Transportation Cabinet reserves the right to proceed to the next highest ranked proposal. Other terms and conditions relating to the technical and/or cost proposals may be negotiated at the sole discretion of the Commonwealth.

The Commonwealth will rank all proposals in the manner set forth in the

Evaluation Criteria. However, the Commonwealth reserves the right to reject any or all proposals in whole or in part before, during, or after negotiation based on the best interests of the Commonwealth.

CONTRACT AWARD, TERMS, AND CONDITIONS

To view the award of contract(s), including the contractor(s) receiving the award(s) for this solicitation, access the Kentucky Vendor Self Service Site at:

https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService

Offerors can search for the solicitation title or number in the keyword search field or filter their search for only awarded solicitations by clicking on

“Advanced Search” and changing the status to “awarded.” The award(s) information can be accessed by clicking on the details button of the solicitation and clicking the “Notice of Award” tab. It is the Offeror’s responsibility to review this information in a timely fashion. No other notification of the results of an Award of Contract will be provided to

Document Description Page 20 https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService unsuccessful Offerors.

This Contract is not effective and binding until approved by the Secretary of the Finance and Administration Cabinet and filed with the Legislative

Research Commission’s Government Contract Review Committee. The

Contractor shall not commence any billable work until a valid Contract has been fully executed. This Contract, including the components referenced in

Section 10.20, shall represent the entire agreement between the parties.

Prior negotiations, representations, or agreements, either written or oral, between the parties hereto relating to the subject matter hereof shall be of no effect upon this Contract.

The Commonwealth’s acceptance of the Contractor’s offer in response to the

Solicitation, indicated by the issuance of a Contract Award, shall create a valid contract between the Parties consisting of the following:

Procurement Statutes, Regulations and Policies

Any written Agreement between the Parties.

Any Addenda to the Solicitation.

The Solicitation and all attachments

Any Best and Final Offer.

Any clarifications concerning the Contractor’s proposal in response to the Solicitation.

The Contractor’s proposal in response to the Solicitation.

In the event of any conflict between or among the provisions contained in the

Contract, the order of precedence shall be as enumerated above.

The initial term of the Contract will be from July 1, 2022 through June 30, Document Description Page 21

2023.

This agreement is not effective until the Secretary of the Finance and

Administration Cabinet or his authorized designee has approved the Contract and until the Contract has been filed with the Legislative Research

Commission, Government Contract Review Committee.

The Commonwealth reserves the right to renew this contract for up to two

(2) additional one (1) year periods.

Renewal shall be subject to prior approval from the Secretary of the Finance and Administration Cabinet, or this authorized designee, and the LRC

Government Contract Review Committee in accordance with KRS 45A.695 and KRS 45A.705.

Pursuant to 200 KAR 5:311, no modification or change of any provision in the

Contract shall be made, or construed to have been made, unless such modification is mutually agreed to in writing by the Contractor and the

Commonwealth and incorporated as a written amendment by the Kentucky

Transportation Cabinet prior to the effective date of such modification or change. Modification shall be subject to prior approval from the Secretary of the Finance and Administration Cabinet, or this authorized designee, and the

LRC Government Contract Review Committee. Memoranda of Understanding, written clarification, and/or other correspondence shall not be construed as amendments to the Contract.

Unless otherwise instructed, all notices, consents, and other communications required and/or permitted by the Contract shall be in writing. After the award of the Contract, all communications of a contractual or legal nature are to be made to the Agency Contact.

Document Description Page 22

The section headings in this Contract are for reference and convenience only and shall not have any effect on the construction or legal effect of this Contract.

This Contract shall be binding upon and ensure to the benefit of the respective legal successors of the Parties. However, neither this Contract nor any rights or obligations hereunder may be assigned, in whole or in part, without the prior written consent of KYTC, Division of Purchases.

This Contract does not guarantee any minimum use of services. The Cabinet reserves the right to leave all, or any portion, of the contract unused and/or to establish other contracts for additional and/or related services.

The Commonwealth of Kentucky may undertake or award other contracts for additional or related work, services, supplies, or commodities, and the Contractor shall fully cooperate with such other contractors and Commonwealth employees. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by Commonwealth employees.

It is understood and agreed by the Parties that if any part, term, or provision of this Contract is held by the courts to be illegal or in conflict with any law of the Commonwealth of Kentucky or of the United States of America, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Contract did not contain the particular part, term, or provision held to be invalid, if the remainder of the Contract is capable of performance.

The Contractor shall indemnify and hold harmless KYTC and its agents, representatives, officers, directors, employees, insurers, successors, and

Document Description Page 23 assigns from and against any and all expenses, costs (including attorneys’ fees), causes of action, liability, loss and/or damages suffered or incurred by it or any of them, that results from or arises out of (a) this Contract; (b) any and all acts of the Contractor and or its Subcontractor(s); (c) the policies and procedures of the Contractor, specifically including all Contractor employment practices employed by the Contractor during the term of this or any prior Agreement with KYTC; (d) any dishonest, fraudulent, criminal, or negligent or unauthorized acts or errors or omissions which are committed by the Contractor or any of the Contractor's employees or agents or Subcontractors; (e) the publication translation, reproduction, delivery, performance, use or disposition of any data produced by KYTC in an unauthorized manner, provided that such action was not taken by the Contractor or as a result of the express written request of KYTC; or (f) the Contractor's failure to comply with any applicable state or federal laws or regulations.

Provided, however, in the event the Contractor is an agency of the Commonwealth of Kentucky, the state agency’s liability shall be governed instead by KRS 49.010 through KRS 49.180 and limited to any award from the Kentucky Claims Commission up to the jurisdictional amount.

The Parties expressly agree that no provision of this Contract constitutes a waiver by KYTC or the Commonwealth of Kentucky of any immunities from suit or from liability that KYTC or the Commonwealth of Kentucky may have by operation of law.

Neither Party shall be liable for public utility performance (e.g., Postal Service, Telephone, or Water Company) or for the consequence of public utility non-performance. Events or conditions beyond the reasonable control of the Parties, such as natural disasters, fires, floods, elements, transportation crashes, or utility failures shall not be construed as non-performance, nor shall reductions be applied as a result of such events, provided that KYTC shall have the right to obtain the necessary services elsewhere in the event of such non-performance by the Contractor and the

Document Description Page 24

Parties shall negotiate in good faith any appropriate offset to the compensation payable under this Contract. The Contractor shall cooperate and shall require that any Subcontractor cooperate with KYTC in such event.

The existence of such causes of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the causes of delay or failure have been removed. Each Party must inform the other, orally or in writing, as soon as possible of the existence of a force majeure event.

In order to preserve this right as a defense, each Party must inform the other in writing, with confirmation of receipt, within twenty (20) business days of the existence of a force majeure event or otherwise waive this right as a defense.

During the term of this Contract, the Contractor shall maintain and shall require any Subcontractor to maintain their directors and officers liability insurance, Workers’ Compensation insurance, employer liability insurance, and such other liability insurance as reasonably necessary in the Contractor's business judgment to provide adequate coverage against losses and liabilities attributable to the respective acts or omissions of the Contractor and the Subcontractor(s) in the performance of this Contract. The Contractor shall provide or cause to be provided and shall require any Subcontractor to provide or cause to be provided evidence of such coverage upon request.

To the extent that the Contractor and any Subcontractor are not self-insured, each shall, in any event, name KYTC as an additional insured on any policy of coverage, with the exception of the Workers’ Compensation and any reinsurance. The Contractor and any Subcontractor shall notify KYTC of the evidence of insurance coverage within five (5) business days of coverage.

Notice shall be sent in writing to the Cabinet.

The Contractor shall furnish an ACORD Certificate with:

A. The certificate holder listed as:

Kentucky Transportation Cabinet

Document Description Page 25

Division of Purchases 4th Floor East 200 Mero Street Frankfort, KY 40622

B. The Endorsement indicating the Commonwealth and its agents as an Additional Insured for the contract resulting from this solicitation.

C. The contract number in the Description of Operations box.

KYTC shall not be responsible for any premiums or assessments on the policy or policies held by the Contractor or any Subcontractor under this Contract. KYTC may, at its sole option, pay one or more premiums, if it decides that to do so would be in the best interest of the Cabinet. Should KYTC exercise this option, it shall be fully reimbursed by the Contractor, either by the Contractor directly or by an offset against future payments.

The insurance shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage limits, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the agencies.

The Contractor shall notify KYTC within five (5) business days of any cancellation or interruption of the Contractor or Subcontractor’s insurance coverage. KYTC shall require in any subcontracts that the Subcontractor provide such notice within five (5) business days to the Contractor and KYTC.

The Contractor shall assure and require that any Subcontractor assure that insurance is in effect at all times during the life of this Contract. If their respective insurance coverage expires at any time during the term of this Contract, the Contractor and any Subcontractor shall provide at least thirty

(30) calendar days prior to the expiration date, to the extent possible, a new Certificate of Insurance evidencing coverage as provided herein for not less than the remainder of the term of this Contract.

The insurance coverage shall be in compliance with the laws of the Commonwealth of Kentucky and shall be placed with a licensed resident or non-resident agent who represents insurance companies authorized to do

Document Description Page 26 business in Kentucky. A list of authorized companies can be found at http://insurance.ky.gov/company. Failure to meet this requirement may result in the bid being deemed non-responsive.

The insurer shall have an AM Best rating of B+ or higher. Visit www.ambest.com for verification.

The Contractor shall:

1. Ensure that all appropriate licenses, registrations, and/or certifications necessary are maintained at all times to the extent such are required for performance under this Contract;

2. Ensure that it has readily accessible copies of licenses, registration, and/or certifications necessary; and

3. Produce copies of any required license, registration, and/or certification at the request of KYTC or the Cabinet’s designee.

The Contractor shall procure all necessary permits and licenses and abide by all applicable laws, regulations, and ordinances of all federal, state, and local governments in which work under this Contract is performed.

To the extent required by law, the Contractor shall pay any sales, use, personal property and income taxes arising out of this Contract and the transaction contemplated hereby. Any other taxes levied upon this Contract, the transaction, or the equipment or services delivered pursuant hereto shall be borne by the Contractor.

Except as specifically disclosed in writing to KYTC by the Contractor, prior to the date of this Contract, the Contractor certifies there are no suits, investigations, or other proceedings pending or threatened against the Contractor or any Subcontractor that would have a material effect on the Contractor's ability to perform under this Contract, or on Subcontractors ability to perform under their respective subcontracts, if applicable. Further, the Contractor shall use its best efforts to notify KYTC within one (1) business day, and in writing within three (3) business days, of all suits, investigations, or other proceedings involving the Contractor related to this

Document Description Page 27

2200000314 Marine Surveyors http://insurance.ky.gov/company http://www.ambest.com

Contract. The Contractor shall send written notice to the Cabinet.

Nothing in this Contract shall be construed, in any way, as granting to any individual providing services under the Contract any of the claims, privileges, or rights established or recognized under KRS Chapter 18A or KAR Title 101.

At no point shall any individual providing services under this Contract be considered a full-time or part-time employee of KYTC, for any purpose, including but not limited to unemployment, taxes, withholding, health insurance, liability, retirement, Workers’ Compensation, vacation, sick or other leave, the Family Medical Leave Act, accrued benefits, evaluations, or any other purpose. At all times, any such individual shall be considered and deemed to be an employee, volunteer, or independent contractor of the Contractor.

In no event shall any employee, volunteer, or independent contractor of the Contractor be deemed to be a third-party beneficiary of this Contract or an agent or an employee of the Commonwealth.

All services provided by the Contractor under the terms and conditions of this Contract shall be delivered in accordance with:

1. All applicable federal and state statutes and regulations as they are currently in effect;

2. All commitments and assurances as set forth in all KYTC grant awards with respect to goals, strategies, funding, and outcomes made by the Commonwealth as required by and contained in grant applications to federal agencies, foundations, and other agencies providing grant funding and in the resulting award notices from those agencies; and

3. All final federally-funded grant award terms and conditions, including federal reporting and expenditure requirements, for any federally-funded proposed project developed jointly by the Contractor and KYTC and submitted to a federal agency.

Unless provided in the scope of work and pre-approved at the Cabinet level, Document Description Page 28

2200000314 Marine Surveyors http://www.lrc.ky.gov/statutes/chapter.aspx?id=37134 http://www.lrc.ky.gov/kar/TITLE101.HTM the Contractor shall make no subcontract with any other party for furnishing any of the work or services herein. This provision shall not require the approval of contracts of employment between the Contractor and personnel assigned for services thereunder. The Contractor shall be solely responsible for performance of the entire Contract whether or not Subcontractors are used.

Before engaging a Subcontractor not identified in the Contractor’s response or replacing a Subcontractor identified in the Contractor’s response, the Contractor will notify the agency and provide the agency with information regarding the proposed Subcontractor, including but not limited to, the proposed Subcontractor’s relevant qualifications, experience, and key personnel. The agency reserves the right to approve or disapprove any Subcontractor proposed by the prime Contractor; such approval shall not be unreasonably withheld.

All references to the Contractor shall be construed to encompass both the Contractor and any Subcontractors of the Contractor.

The Contractor shall have a Contract with any Subcontractor that the Contractor contracts with to meet the statement of work, method of payment, and deliverables of this Contract that specifies the responsibilities of the parties and the cost. In addition, the Contractor’s Contract with the Subcontractor shall specify that all requirements of this Contract are applicable and binding on the Subcontractor. Any plan to subcontract any of the provisions of this Contract must be set forth in the Contractor’s proposal for the delivery of products or services and included in the body of the contract in the Subcontractor’s section.

The Subcontractor must make available to the Contractor and to KYTC, if requested, copies of personnel records and documentation of employees’ compliance with the terms and conditions of this Contract.

No obligation or right of the Contractor under this Contract shall be subcontracted to another, without prior written approval, of KYTC after KYTC has had the opportunity to review all contract documents setting forth the terms and conditions for the subcontract. The Contractor, upon the Cabinet’s request, shall submit the subcontract for approval to the Buyer identified on page 1.

Document Description Page 29

The Contractor shall monitor Subcontractors for programmatic and fiscal compliance with the terms and conditions of this Contract and those specific provisions set out under the Contractor’s contract with the Subcontractor. The Contractor agrees to utilize restraints or requirements imposed by such factors as generally accepted sound business practices, arm’s length bargaining, Federal and State laws regulations, and terms and conditions of the federal grant award in contracting with Subcontractors.

The Contractor further understands and agrees, and shall ensure that any Subcontractor understands and agrees, that KYTC and any of its duly authorized agents or representatives shall have access to any books, documents, papers, records, or any other materials that are pertinent to this Contract or Subcontract, for the purposes of making monitoring, auditing, examination, excerpts, and transcriptions.

KYTC may complete a Performance Evaluation (PE) once a year to document contract performance. PE documents will be entered into the Commonwealth’s electronic financial system (eMARS). Performance documented by PE may be considered when making future awards. To obtain a copy of the PE documents completed for this Contract, contact the Buyer identified on page 1.

Contractors that receive Personal Information as defined by and in accordance with Kentucky’s Personal Information Security and Breach Investigation Procedures and Practices Act, KRS 61.931, KRS 61.932, KRS 61.933, and KRS 61.934, (the “Act”), shall secure and protect the Personal Information by, without limitation, complying with all requirements applicable to non-affiliated third parties set forth in the Act.

The Contractor hereby agrees to cooperate with the Commonwealth in complying with the response, mitigation, correction, investigation, and notification requirements of the Act.

Document Description Page 30

The Contractor shall notify as soon as possible, but not to exceed seventy-two (72) hours, the contracting agency, the Commissioner of the Kentucky State Police, the Auditor of Public Accounts, and the Commonwealth Office of Technology of a determination of or knowledge of a breach, unless the exception set forth in KRS 61.932(2)(b)2 applies and the Contractor abides by the requirements set forth in that exception. If the agency is a unit of government listed in KRS 61.931(1)(b), the Contractor shall notify the Commissioner of the Department of Local Government in the same manner as above. If the agency is a public school district listed in KRS 61.931(1)(d), the Contractor shall notify the Commissioner of the Department of Education in the same manner as above. If the agency is an educational entity listed under KRS 61.931(1)(e), the Contractor shall notify the Council on Postsecondary Education in the same manner as above. Notification shall be in writing on a form developed by the Commonwealth Office of Technology.

The Contractor hereby agrees that the Commonwealth may withhold payment(s) owed to the Contractor for any violation of the Identity Theft Prevention Reporting Requirements.

The Contractor hereby agrees to undertake a prompt and reasonable investigation of any breach as required by KRS 61.933.

Upon conclusion of an investigation of a security breach of Personal Information as required by KRS 61.933, the Contractor hereby agrees to an apportionment of the costs of the notification, investigation, and mitigation of the security breach.

In accordance with KRS 61.932(2)(a) the Contractor shall implement, maintain, and update security and breach investigation procedures that are appropriate to the nature of the information disclosed, that are at least as stringent as the security and breach investigation procedures and practices established by the Commonwealth Office of Technology:

Document Description Page 31 http://technology.ky.gov/ciso/Pages/InformationSecurityPolicies,StandardsandProcedures.aspx

Document Description Page 32

Personal Service Contract Standard Terms and Conditions Revised November 2021

Whereas, the first party, the state agency, has concluded that either state personnel are not available to perform said function, or it would not be feasible to utilize state personnel to perform said function; and Whereas, the second party, the Contractor, is available and qualified to perform such function; and Whereas, for the abovementioned reasons, the state agency desires to avail itself of the services of the second party;

NOW THEREFORE, the following terms and conditions are applicable to this contract:

1.00 Effective Date:

This contract is not effective until the Secretary of the Finance and Administration Cabinet or his authorized designee has approved the contract and until the contract has been submitted to the Legislative Research Commission, Government Contract Review Committee (“LRC”). However, in accordance with KRS 45A.700, contracts in aggregate amounts of $10,000 or less are exempt from review by the committee and need only be filed with the committee within 30 days of their effective date for informational purposes.

KRS 45A.695(7) provides that payments on personal service contracts and memoranda of agreement shall not be authorized for services rendered after government contract review committee disapproval, unless the decision of the committee is overridden by the Secretary of the Finance and Administration Cabinet or agency head, if the agency has been granted delegation authority by the Secretary.

2.00 Renewals:

Upon expiration of the initial term, the contract may be renewed in accordance with the terms and conditions in the original solicitation. Renewal shall be subject to prior approval from the Secretary of the Finance and Administration Cabinet or his authorized designee and the LRC Government Contract Review Committee in accordance with KRS 45A.695 and KRS 45A.705, and contingent upon available funding.

3.00 LRC Policies:

Pursuant to KRS 45A.725, LRC has established policies which govern rates payable for certain professional services. These are located on the LRC webpage https://apps.legislature.ky.gov/moreinfo/ Contracts/homepage.html and would impact any contract established under KRS 45A.690 et seq., where applicable.

4.00 Choice of Law and Forum:

This contract shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. Any action brought against the Commonwealth on the contract, including but not limited to actions either for breach of contract or for enforcement of the contract, shall be brought in Franklin Circuit Court, Franklin County, Kentucky in accordance with KRS 45A.245.

5.00 EEO Requirements:

The Equal Employment Opportunity Act of 1978 applies to All State government projects with an estimated value exceeding…