Supplemental_Instructions,_General_RFP_Conditions_and_MHA_Draft_Contract.pdf

ATTACHMENT B: Contracting Requirements and Qualifying Businesses/Draft MHA Service Agreement.

2.0 Contracting Requirements.

2.1 Contract Award Procedure. If a contract is awarded pursuant to this RFP, the following procedures will be followed:

2.1.1 By submitting a proposal, the “proposer is thereby agreeing to abide by all terms and conditions pertaining to this RFP as issued by MHA.

Accordingly, MHA has no responsibility to conduct after the submittal deadline any negotiations pertaining to the contract clauses already published.

2.2 Contract Conditions. The following are considered mandatory conditions of any contract award made by MHA pursuant to this RFP:

2.2.1 Contract Form. MHA will not execute a contract on the Contractor’s form— contracts will only be executed on MHA’s form (please see Sample Contract, below), and by submitting a proposal the Contractor agrees to do so (MHA reserves the right to amend proposed contracts as MHA deems necessary). However, MHA will during the RFP process (prior to the posted question deadline) consider any contract clauses that the proposer wishes to include therein and submits via OpenGov.com a request for MHA to do so; but the failure of MHA to include such clauses does not give the Contractor the right to refuse to execute MHA’s contract form. It is the responsibility of each prospective proposer to notify MHA, via OpenGov.com, prior to submitting a proposal, of any contract clause that he/she is not willing to include in the final executed contract and abide by. MHA will consider and respond to such written correspondence, and if the prospective proposer is not willing to abide by MHA’s response (decision), then that prospective proposer shall be deemed ineligible to submit a proposal.

2.2.1.1 Mandatory HUD Forms. MHA has no legal right or ability to (and will not) at any time negotiate any clauses contained within ANY of the HUD forms included as a part of this RFP/sample contract.

2.2.3 Unauthorized Sub-contracting Prohibited. The Contractor shall not assign any right, nor delegate any duty for the work proposed pursuant to this RFP (including, but not limited to, selling or transferring the contract) without the prior written consent of the CO. Any purported assignment of interest or delegation of duty, without the prior written consent of the CO shall be void and may result in the cancellation of the contract with MHA, or may result in the full or partial forfeiture of funds paid to the Contractor as a result of the proposed contract; either as determined by the CO.

MHA Reservation of Rights/Contract Award.

2.2.4 Any work not included in the scope will be negotiated between MHA and the proposed contractor prior to the establishment of a contract. Any work not included in the scope will be negotiated between MHA and the proposed contractor prior to the establishment of a contract.

2.3 Contract Period. MHA intends to award a contract for the period of 1 year with the option, at MHA’s discretion, of 4 additional one-year option periods, for a total maximum contract period of 5 years.

2.4 Licensing and Insurance Requirements. Prior to award (but not as a part of the proposal submission) the Contractor will be required to provide:

2.4.1 Workers Compensation Insurance. An original certificate evidencing the proposer’s current industrial (worker’s compensation) insurance carrier and coverage amount (NOTE: Workers Compensation Insurance will be required of any Contractor that has employees other than just the owner working on-site to provide the services);

2.4.2 General Liability Insurance. An original certificate evidencing General

Liability coverage, naming MHA as an additional insured, together with the appropriate endorsement to said policy reflecting the addition of MHA as an additional insured under said policy (minimum of $1,000,000 each occurrence, general aggregate minimum limit of $1,000,000, together with damage to premises and fire damage of $50,000 and medical expenses any one person of $5,000), with a maximum deductible amount of $5,000;

2.4.2 Automobile Insurance. An original certificate showing the proposer’s automobile insurance coverage in a combined single limit of $1,000,000.

For every vehicle utilized during the term of this program, when not owned by the entity, each vehicle must have evidence of automobile insurance coverage with limits of no less than $100,000/$300,000 and medical pay of $5,000.

2.4.3 City/County/State Business License. If applicable, a copy of the proposer’s business license allowing that entity to provide such services within the County of Marin and/or the State of California.

3.0 Proposer’s Responsibilities — Equal Employment Opportunity and Supplier Diversity. Pursuant to Federal regulations, contractors and MHA have certain responsibilities regarding the hiring and retention of personnel and subcontractors.

3.6.1 2 CFR §200.321 states:

Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms.

(a) The Non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible.

(2) Affirmative steps must include:

(1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

(2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;

(4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises;

(5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and

(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section.

3.6.2 HUD Procurement Handbook 7460.8 REV 2 states:

Section 15.5.A, Required Efforts. Consistent with Presidential Orders 11625, 12138, and 12432, the <Agency> must make every effort to ensure that small businesses, MBEs, WBEs, and labor surplus area businesses participate in <Agency> contracting.

Section 15.5.B, Goals. <MHA> is encouraged to establish goals by which they can measure the effectiveness of their efforts in implementing programs in support of . . . contracting with disadvantaged firms. It is important to ensure that the means used to establish these goals do not have the effect of limiting competition and should not be used as mandatory set-aside or quota, except as may otherwise be expressly authorized in regulation or statute. Some localities have adopted minority contracting set-aside policies or geographic limitations, which may be in conflict with Federal requirements for full and open competition.

3.6.3 The MHA Procurement Policy states:

Assistance to Small and Other Business, Required Efforts:

Including such firms, when qualified, on solicitation mailing lists;

Encouraging their participation through direct solicitation of proposals or proposals whenever they are potential sources;

Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by such firms;

Establishing delivery schedules, where the requirement permits, which encourage participation by such firms;

Using the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the Department of Commerce;

Including in contracts, to the greatest extent feasible, a clause requiring contractors, to provide opportunities for training and employment for lower income residents of the project area and to award subcontracts for work in connection with the project to business concerns which provide opportunities to low-income residents, as described in 24 CFR Part 135 (so-called Section 3 businesses); and

Requiring prime contractors, when subcontracting is anticipated, to take the positive steps listed above.

4.0 Draft MHA Service Agreement.

HOUSING AUTHORITY OF THE COUNTY OF MARIN Contract No. 2006-SV-xxx

GOLDEN GATE LANDSCAPE MAINTENANCE AND STORMWATER DRAINAGE SERVICES AGREEMENT

This Golden Gate Landscape Maintenance Services and Stormwater Drainage Services Agreement

("Agreement") is entered into this ___ day of __________, 2026, between the Housing Authority of the County of Marin ("MHA") and ______________________________ ("Contractor")..

ARTICLE 1. PURPOSE

1.1 General Purpose

MHA retains Contractor to furnish all labor, supervision, equipment, materials, tools, transportation, and incidental services necessary to provide landscape maintenance and related services at Golden Gate Village in accordance with this Agreement.

1.2 Contract Documents

Services will be performed in accordance with the following documents incorporated into this

Agreement by reference and collectively constituting the Contract Documents:

1. This Agreement and any amendments

2. Written Task Orders and Change Orders issued after execution of this Agreement.

3. MHA Request for Proposals RFP 2021-01, including all addenda.

4. Exhibit A – Scope of Work and Exhibits.

5. Exhibit B – Contractor Pricing Schedule

6. Contractor's Proposal dated ____________, except to the extent modified by negotiations or inconsistent with the Contract Documents.

7. HUD-required forms and federal contract provisions.

1.3 Order of Precedence

In the event of a conflict among the Contract Documents, applicable federal statutes, regulations, and mandatory HUD provisions will control. Subject to those requirements, the Contract Documents will govern in the order listed in Section 1.2.

ARTICLE 2. TERM

2.1 Initial Term

The Agreement will begin on ____________________, 2026, and the initial term will be one (1) year.

2.2 Renewal Option

MHA may renew the Agreement for up to two (2) additional one-year terms by written notice, subject to satisfactory performance, funding availability, and approval by the Executive Director or Board of Commissioners, as applicable.

2.3 No Obligation to Renew

Nothing obligates MHA to exercise any renewal option.

ARTICLE 3. SCOPE OF SERVICES

3.1 General Scope

Contractor will perform the services described in Exhibit A, Scope of Work, and in accordance with the requirements of the RFP. Contractor's Proposal is incorporated solely to the extent it describes the Contractor's accepted technical approach, staffing, equipment, schedule, and other commitments that are not inconsistent with this Agreement, the RFP, or the Scope of Work.

3.2 Minimum Performance Standards

The Scope of Work establishes minimum performance standards for:

• Landscape maintenance

• Irrigation monitoring

• Drainage maintenance

• Litter removal

• Weed control

• Pruning

• Turf maintenance

• Plant replacement

• Reporting

• Inspection requirements

• Coordination with redevelopment activities

• Historic landscape protection

• Optional vegetation management services

3.3 Modification of Scope

The Scope of Work may be modified only through a written contract amendment executed by MHA.

ARTICLE 4. OPTIONAL SERVICES

4.1 Types of Optional Services

Certain services identified in the Scope of Work are optional and are not guaranteed. Optional services may include, but are not limited to:

• Fire fuel reduction

• Vegetation management

• Emergency weed abatement

• Brush removal

• Tree pruning

• Tree removal

• Erosion repair

• Emergency landscape restoration

4.2 Written Authorization

Optional services will be authorized only through a written Task Order or Purchase Order issued by MHA.

No Contractor work performed without prior written authorization will be eligible for payment.

4.3 No Guaranteed Quantity

Nothing in this Agreement obligates MHA to purchase any minimum quantity of optional services.

4.4 Separate Procurements

MHA reserves the right to separately procure work that exceeds the intended scope of this Agreement.

ARTICLE 5. COMPENSATION

5.1 Monthly Compensation

For recurring landscape maintenance services, MHA will pay Contractor the monthly amount identified in the Pricing Schedule.

Payments will be made monthly following receipt of an approved invoice.

5.2 Optional Services

Optional services will be compensated using one or more of the following methods:

• Contract unit prices

• Negotiated lump-sum pricing

• Time-and-materials pricing with a written not-to-exceed amount

5.3 Not-to-Exceed (NTE) Amount

The total compensation payable under this Agreement will not exceed $____________________ without written amendment.

ARTICLE 6. CONTRACTOR RESPONSIBILITIES

6.1 General Responsibilities

Contractor will:

Provide qualified personnel, supervision, equipment, vehicles, materials, and tools necessary to perform the work.

6.2 Licenses and Compliance

Maintain all licenses required by law.

Comply with all applicable federal, state, and local laws.

6.3 Coordination

Coordinate work with MHA staff.

6.4 Quality of Work

Maintain a safe work environment.

Promptly correct deficient work at no additional cost to MHA.

6.5 Protection of MHA Property

Contractor will exercise reasonable care to protect MHA property during performance of the Work.

Contractor will be responsible for damage caused by its operations to irrigation systems, controllers, valves, backflow preventers, utilities, drainage facilities, sidewalks, curbs, pavement, fencing, lighting, trees, shrubs, turf, and other improvements. Contractor will immediately notify MHA of any damage and will promptly repair or replace damaged property at Contractor's expense to the satisfaction of MHA.

6.6 Resident Safety and Conduct

Contractor will conduct operations in a courteous and professional manner that minimizes disruption to residents and visitors. Contractor will maintain pedestrian access where practicable, promptly remove hazards created by its operations, and coordinate temporary access restrictions with the MHA Contract Administrator.

6.7 Incident Reporting

Contractor will immediately notify the MHA Contract Administrator of any accident, injury, utility strike, property damage, environmental spill, irrigation system failure, significant drainage failure, or other incident arising from performance of the Work that may affect resident safety or give rise to a claim. A written incident report will be submitted within twenty-four (24) hours unless otherwise directed by MHA.

ARTICLE 7. MHA RESPONSIBILITIES

MHA will:

7.1 Contract Administration

Designate a Contract Administrator.

7.2 Site Access

Provide reasonable site access.

7.3 Performance Review

Review Contractor performance.

7.4 Optional Services Authorization

Issue written Task Orders for optional services.

7.5 Invoice Review

Review and approve invoices.

7.6 Deficiency Notices

Notify Contractor of performance deficiencies.

ARTICLE 8. INSPECTIONS

8.1 Inspection Rights

MHA may inspect the work at any time.

8.2 Correction of Deficiencies

Contractor will promptly correct work that fails to meet the performance standards contained in the

Scope of Work.

8.3 Default

Repeated failure to meet performance standards may constitute default.

ARTICLE 9. INVOICES

9.1 Monthly Invoices

Invoices will be submitted monthly.

9.2 Required Invoice Information

Each invoice will identify:

• Contract number

• Billing period

• Monthly maintenance services

• Approved Task Orders

• Unit-price work

• Supporting documentation

• Photographs when required by the Scope of Work

9.3 Payment Not Acceptance

Payment does not constitute acceptance of deficient work.

ARTICLE 10. CHANGES

10.1 General

MHA may make changes within the general scope of this Agreement.

10.2 Amendments

Changes affecting the Scope of Work, total compensation, or Contract term will be authorized by written amendment signed by authorized representatives of both Parties.

10.3 Task Orders

Optional services and other authorized work within the general scope of this Agreement may be authorized by a written Task Order or Purchase Order issued by MHA.

10.4 No Oral Changes

No oral direction will modify this Agreement or authorize additional compensation.

ARTICLE 11. INSURANCE

11.1 General Requirements

Contractor will procure and maintain, at its sole expense, insurance with insurers authorized to transact business in the State of California and having an A.M. Best rating of not less than A-: VII or equivalent acceptable to MHA.

Insurance will remain in full force throughout the Contract term and any warranty or correction period applicable to the Work.

No work will commence until MHA has received and approved Certificates of Insurance and required endorsements.

Failure to maintain required insurance will constitute a material breach of this Contract.

11.2 Workers' Compensation

Contractor will maintain:

• Workers' Compensation Insurance as required by California law.

Employers' Liability Insurance with limits of not less than:

• $1,000,000 each accident

• $1,000,000 disease policy limit

• $1,000,000 disease each employee

Coverage will include a Waiver of Subrogation in favor of MHA.

11.3 Commercial General Liability

Contractor will maintain Commercial General Liability Insurance written on an occurrence basis with limits of not less than:

• $1,000,000 each occurrence

• $2,000,000 general aggregate

• $2,000,000 products/completed operations aggregate

Coverage will include:

• premises and operations;

• contractual liability;

• independent contractors;

• products/completed operations;

• personal and advertising injury;

• broad form property damage where available.

The policy will name the Housing Authority of the County of Marin, its Commissioners, officers, employees, and agents as Additional Insureds for ongoing and completed operations.

Coverage will be primary and non-contributory with any insurance maintained by MHA.

11.4 Automobile Liability

Contractor will maintain Commercial Automobile Liability Insurance with limits of not less than:

$1,000,000 combined single limit per accident.

Coverage will apply to:

• owned vehicles;

• hired vehicles;

• non-owned vehicles.

The policy will name the Housing Authority of the County of Marin, its Commissioners, officers, employees, and agents as Additional Insureds for ongoing and completed operations.

11.5 Umbrella or Excess Liability

MHA reserves the right to require Umbrella or Excess Liability Insurance where, in MHA's judgment, the scope of work, hazardous operations, tree work, vegetation management, fire fuel reduction activities, or contract modifications increase the risk associated with performance of this Contract.

11.6 Professional Liability

Professional Liability (Errors and Omissions) Insurance will only be required if Contractor provides professional design, engineering, landscape architectural, certified arborist consulting, irrigation design, or similar professional services requiring licensed professional judgment.

If required, coverage will be maintained with limits of not less than $1,000,000 per claim.

11.7 Subcontractors

Contractor will ensure that every subcontractor performing Work under this Contract maintains insurance meeting the requirements of this Article.

Contractor will remain fully responsible for the acts and omissions of all subcontractors.

11.8 Evidence of Insurance

Before beginning Work, Contractor will provide:

• Certificates of Insurance;

• Additional Insured endorsements;

• Waiver of Subrogation endorsement where required;

• Primary and Non-Contributory endorsement;

• copies of endorsements upon request.

Contractor will provide renewal certificates before expiration of existing coverage.

11.9 Notice of Cancellation

Insurance policies will provide that MHA receives not less than thirty (30) days' written notice of cancellation, non-renewal, or material reduction in coverage whenever such notice is available from the insurer. If the insurer will not provide such notice, Contractor will provide written notice to MHA immediately upon learning of any cancellation, non-renewal, or material change.

11.10 Failure to Maintain Insurance

Failure to maintain required insurance will constitute a material breach of this Contract and may result in suspension of the Work, withholding of payment, termination for default, or any other remedy available to MHA.

ARTICLE 12. INDEMNIFICATION

12.1 General Indemnification

To the fullest extent permitted by law, Contractor will indemnify, defend (with counsel reasonably acceptable to MHA), protect, and hold harmless the Housing Authority of the County of Marin ("MHA"), its Commissioners, officers, employees, agents, volunteers, and representatives from and against any and all claims, demands, damages, losses, liabilities, penalties, judgments, fines, costs, expenses, and causes of action, including reasonable attorneys' fees and costs of litigation, arising out of, resulting from, or relating to the performance of the Work under this Contract, including but not limited to:

• bodily injury, sickness, disease, or death of any person;

• injury to or destruction of tangible property, including loss of use thereof;

• damage to MHA property, landscaping, irrigation systems, utilities, drainage facilities, structures, sidewalks, roadways, fencing, or other improvements;

• acts, errors, omissions, negligence, recklessness, or willful misconduct of Contractor, its employees, subcontractors, suppliers, or anyone directly or indirectly employed by Contractor or under Contractor's control.

This obligation will apply regardless of whether a claim is asserted before or after completion of the Work and will survive expiration or termination of this Contract.

12.2 Duty to Defend

Contractor's duty to defend arises immediately upon tender of a claim by MHA and exists regardless of whether liability has been established.

12.3 Insurance Not Limiting Liability

The procurement or maintenance of insurance required by this Contract will not limit or satisfy

Contractor's indemnification obligations.

ARTICLE 13. TERMINATION

13.1 Grounds for Termination

MHA may terminate this Agreement:

• For convenience

• For default

• For lack of funding

• For failure to maintain insurance

• For material breach

13.2 Contractor Obligations Upon Termination

Upon termination, Contractor will cease work and submit a final invoice for approved services performed prior to termination.

ARTICLE 14. RECORDS

14.1 Record Retention

Contractor will maintain all records relating to this Agreement for not less than five (5) years following final payment, or longer if required by federal law.

14.2 Audit Rights

MHA, HUD, the Comptroller General, and authorized auditors will have access to such records.

ARTICLE 15. FEDERAL REQUIREMENTS

15.1 Applicable Federal Requirements

Contractor will comply with all applicable federal requirements including:

• 2 CFR Part 200

• HUD procurement requirements

• Equal Employment Opportunity

• Section 3

• Debarment and Suspension

• Byrd Anti-Lobbying Amendment

• Davis-Bacon Act, when applicable

15.2 Incorporated Federal Provisions

Required federal provisions are incorporated by reference and attached as Exhibit D.

ARTICLE 16. NOTICES

16.1 Methods of Notice

Any notice or other communication required under this contract may be given in any of the following ways:

• Delivered in person;

• Sent by registered or certified U.S. mail with return receipt (postage prepaid);

• Sent by a recognized commercial overnight delivery service that provides tracking; or

• Sent by email, provided the sender keeps proof that the email was successfully sent (such as a confirmation, read receipt, or reply).

Notices should be sent to the mailing or email addresses listed below (or to any updated address the parties provide in writing).

16.2 Effective Date of Notice

A notice will be considered received:

• When delivered in person;

• Two business days after it is mailed by registered or certified mail;

• The next business day after being sent by overnight service; or

• On the day it is emailed, provided there’s no error or failure message.

16.3 Addresses

MHA:

Chris Barta, Procurement Manager Marin Housing Authority cbarta@marinhousing.org or 4020 Civic Center Drive, San Rafael, CA 94903

CONTRACTOR:

ARTICLE 17. GOVERNING LAW AND VENUE

17.1 Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of the State of

California, without regard to its conflict-of-laws principles.

17.2 Venue

Any lawsuit, action, or legal proceeding arising out of or relating to this Agreement, the Contract

Documents, or the performance of the Work must be filed and maintained exclusively in the Superior Court of California, County of Marin. The parties consent to the personal jurisdiction of that court and waive any objection based on venue or forum non conveniens.

If a matter is subject to exclusive federal jurisdiction, the action must be filed in the United States

District Court for the Northern District of California.

ARTICLE 18. ENTIRE AGREEMENT

This Contract, including any attachments or exhibits, constitutes the entire Contract of the Parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. In the event of any conflict between this Contract and any other written agreement or acknowledgement, the terms of this Contract will prevail. In the event of a conflict between the terms of this Contract and any exhibit(s) to this contract, the terms of this Contract will control, except that in the event of a conflict between this Agreement and any HUD-mandated provisions or forms (including but not limited to HUD 5370-C), the HUD provisions will govern. This Contract may be changed or modified only by a written amendment signed by authorized representatives of both Parties.

ARTICLE 19. EXHIBITS

19.1 Incorporated Exhibits

The following exhibits are incorporated into this Agreement:

Exhibit A – Scope of Work Exhibit B – Contractor Pricing Schedule Exhibit C – Potential Fire Fuel Reduction Areas and Historic Landscape Considerations (Reference Only) Exhibit D – HUD Required Federal Contract Provisions Exhibit E – Contractor Proposal

SIGNATURES

HOUSING AUTHORITY OF THE COUNTY OF MARIN (MHA)

By: ___________________________________

Date: ___________________________________

CONTRACTOR

By: ___________________________________

Date: ___________________________________