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1 REQUEST FOR PROPOSALS ALPINE COUNTY COMMUNITY DEVELOPMENT DEPARMENT ALPINE COUNTY WILDLAND FIRE RISK MITIGATION PLAN July 2019 Proposals Due by 4 p.m. on August 12, 2019 Reply to: Brian Peters Director Alpine County Community Development Department 50 Diamond Valley Road Markleeville, CA 96120 [PHONE REDACTED] [PHONE REDACTED] (fax) [EMAIL REDACTED] ---PAGE BREAK--- 2 BACKGROUND: Alpine County has received a CAL FIRE Community Fire Prevention Grant in the amount of $223,756 to create the Alpine County Wildfire Risk Mitigation Plan. The Alpine County Wildfire Risk Mitigation Plan will include an assessment of candidate fuels reduction projects in the wildland urban interface (“WUI”) areas around all existing communities to identify high medium and low priorities. The plan will select 2 or 3 top priority projects for detailed planning needed to bring them to a “project ready” stage. This will include vegetation treatment prescriptions targeted for hazardous fuels reduction and forest resilience, environmental clearances and information necessary to obtain required permits. The plan will also include a risk assessment of possible secondary ingress/egress and emergency evacuation routes from vulnerable community areas. The grant funding provides up to $200,000 for professional consulting services to prepare the plan. Alpine County contains approximately 750 square miles situated astride the Pacific crest and is approximately 96 percent public land. Elevation ranges from just under 5000 feet above sea level where the West Fork Carson River leaves the County northeast of Woodfords to 11,462 feet above sea level on Sonora Peak at the southern tip of the County near Sonora Pass. The eastern side of the County sits on the edge of the Great Basin along the eastern Sierra front. This area is characterized by valley, meadow, foothill and canyon areas of the eastern Sierra. To the west toward the Pacific crest, the landscape changes to the mountains and high meadows within the Sierra Nevada. Further west, the County extends to the Pacific crest and high elevations along the western slope of the Sierras. Alpine County is the least populated county in California with a permanent population of 1162 persons. Most of the population lives near or in the small communities of Hung-A- Lel-Ti, Markleeville, Woodfords, Bear Valley and Kirkwood. There are approximately 1780 residential units in Alpine County; over 1200 of these are located in high or very high wildfire hazard severity zones. Approximately 30% of the housing units in the County are occupied by permanent residents. The remaining 70% are composed of second homes used seasonally and vacation rental properties mostly located at two ski resorts in the County – Bear Valley and Kirkwood. Fuels reduction projects to reduce the risk of wildland fire are a high priority in Alpine County. Multiple projects have been completed or are ongoing in the County including a community biomass collection site operated seasonally, community curbside chipping programs, roadside fuels reduction, neighborhood fire breaks and larger scale fuels reduction project on federal lands under U.S. Forest Service and Bureau of Land Management jurisdiction. ---PAGE BREAK--- 3 SCOPE OF SERVICES Methodology/Approach To The Work: Consistent with the approved grant, the following describes the anticipated methodology and approach to the work. Consultants may propose modifications for consideration that provide for a more efficient and effective means of accomplishing all of the required deliverables of the work within the grant period without sacrificing quality. 1. The Alpine County Wildfire Risk Mitigation Plan is a 10-year plan that will be a County-wide effort that will encompass all communities within Alpine County. 2. The Alpine County Wildfire Risk Mitigation Plan will include an assessment of candidate fuels reduction projects in the WUI areas around all existing communities to identify high medium and low priorities. The foundation for these project priorities will be the Community Wildfire Protection plans from eastern and western Alpine County, the California Fire Hazard Severity Maps for Alpine County and recent identification of fuels reduction projects done by the Alpine Biomass Collaborative. For the purpose of this project, land ownership/jurisdiction will be ignored in identifying logical areas for fuels reduction projects. The only exception will be for designated wilderness or other areas where vegetation treatment options are severely limited by law or regulation. 3. Select up to 3 top priority fuels reduction projects for detailed planning needed to bring them to a “project ready” stage. This will include vegetation treatment prescriptions targeted for hazardous fuels reduction and forest resilience, environmental clearances and information necessary to obtain required permits. The number of projects selected for detailed planning will be dependent upon the anticipated costs and time necessary to complete the necessary work as described. 4. The plan will also include a risk assessment of existing access and identify possible secondary ingress/egress and emergency evacuation routes from vulnerable community areas. 5. Alpine County will invite a wide range of agencies, organizations, tribal government and general public present in the county to participate as stakeholders. This includes three National Forests (Eldorado, Humboldt-Toiyabe, and Stanislaus), the Lake Tahoe Basin Management Unit of the U.S. Forest Service, Bureau of Land Management, CAL Fire Amador-El Dorado and Tuolumne-Calaveras units, California State Parks, California Department of Fish and Wildlife, Alpine Watershed Group, Alpine Biomass Collaborative, Alpine Fire Safe Council, Calaveras County Fire Safe Council, three volunteer fire departments (Bear Valley, Eastern Alpine and Kirkwood), the Washoe Tribe of Nevada and California and general public. 6. The consultant will assist the County in developing a public involvement strategy that will include public meetings and workshops, web based tools for gathering input and distributing information, and written materials that can be widely distributed. ---PAGE BREAK--- 4 7. A grant steering committee of 6 persons representing the agencies listed below has been formed. The steering committee will advise the County in directing the work of the consultant to complete the Alpine County Wildfire Risk Mitigation Plan. a. Humboldt-Toiyabe National Forest – Carson Ranger District b. Stanislaus National Forest – Calaveras Ranger District c. Alpine Fire Safe Council d. Alpine Biomass Collaborative e. Eastern Alpine Fire & Rescue f. Alpine County Community Development Department Key Milestones/Deliverables 1. Milestones: Task Complete 1 Solicit Consultant 8/2019 2 Award Consultant Contract (anticipated 9/17/19) 9/2019 3 Project kick off meeting with steering committee and consultant (within 7 days of award) 9/2019 4 Stakeholder Meeting #1 w consultant - Identify candidate projects 10/2019 5 Consultant evaluates candidate projects 1/2020 6 Public Workshop #1 - Present candidate project evaluation results; identify vulnerable community areas for access risk assessment 2/2020 7 Consultant refines evaluation based on input from workshop #1 3/2020 8 Public Workshop #2 - Present refined candidate project evaluation; report on risk assessment of existing access in vulnerable community areas to include possible secondary access and/or emergency escape routes 4/2020 9 Steering Committee Selects Top priority projects 5/2020 10 Environmental review field work 9/2020 11 Draft CEQA/NEPA document 12/2020 12 Public Workshop #3 - Present recommendations and draft CEQA document; final report on vulnerable community access risk assessment 1/2021 13 Complete CEQA/Notice of Determination 3/2021 Project Complete 3/2021* *Grant agreement requires the project to be completed by March 15, 2021. Consultant work must be completed and invoiced to the County by March 1, 2021. ---PAGE BREAK--- 5 2. Deliverables: a. Candidate project evaluations report submitted to County 1 week prior to public workshop b. Refined candidate project evaluations report submitted to County 1 week prior to public workshop This report will include proposed vegetation treatment prescriptions for up to 3 projects targeted for hazardous fuels reduction and forest resilience sufficiently detailed to do the required environmental analysis. c. Draft CEQA/NEPA environmental review document with all required content as defined in applicable laws, regulations and guidelines submitted to County by December 15, 2020. It is anticipated that the highest level of CEQA/NEPA document will be a mitigated negative declaration (CEQA) and an environmental assessment (NEPA). NEPA document will only be necessary if the priority projects being evaluated are subject to NEPA review. d. Vulnerable community access risk assessment report on existing access and identification possible secondary ingress/egress and emergency evacuation routes from vulnerable community areas to be submitted to the County by December 15, 2020. MINIMUM QUALIFICATIONS OF THE TEAM: Individual team members may fill more than one category of qualification. 1. California Registered Professional Forester with professional degree in forest management or closely related field with demonstrated experience in vegetation management and developing treatment prescriptions targeted for hazardous fuels reduction and forest resilience that have been successfully implemented on the ground. 2. Professional with a degree in fire behavior, fire science, or fire ecology (or some combination thereof) with demonstrated experience working in the wildland urban interface and planning for fire management in rural, forested communities. 3. Project manager with demonstrated experience and responsibility for managing and overseeing multi-disciplinary teams in the preparation of environmental documents specific to CEQA and NEPA. The project manager must have knowledge and experience in advanced concepts of natural resource management and the environmental review process sufficient to serve as an authority for completion of competent environmental review documents and permitting requirements associated with the proposed fuels treatment prescriptions. 4. At a minimum, team members shall also include resource specialists in the following disciplines: a. Botany b. Wildlife Biology ---PAGE BREAK--- 6 c. Soil Science d. Hydrology/Water Quality e. Archeology/Cultural and Historic Resources f. Recreation resource management Schedule: Work is anticipated to begin in September 2019 with a kick-off meeting between the project steering committee and the primary staff from the consultant team. The milestones described in this RFP shall define the schedule for the work. All consultant work must be completed and invoiced to the County on or before March 1, 2021. PROPOSAL FORMAT Proposals should be submitted in the formats described below and shall include a letter of transmittal with the name and address of the Consultant and marked “Alpine Wildfire Hazard Risk Mitigation Plan”. Proposals should not exceed twenty-five (25) pages in length, and should not include unnecessary promotional material. Proposals may use both sides of a page, but each side will be counted as a page. All pages shall be sequentially numbered and each section should be separately and clearly tabbed. Divider pages, if included, shall not count against the page number limit. Proposals should include a complete table of contents for the entire proposal with respective page numbers opposite each section and must be in the order of the required content as described in this RFP. • 8.5-inch x 11-inch page portrait format, unbound, 1 copy • Electronic copy in Word 2010 or later version and Adobe pdf format submitted via email or on CD Letter of Transmittal The Letter of Transmittal shall be addressed to Brian Peters, Community Development Director, Alpine County Community Development Department, 50 Diamond Valley Road, Markleeville, CA 96120, and must, at a minimum, contain the following: • Identification of the firm and/or individual that will have the authorization to commit to the contractual terms and conditions described herein. Identification shall include legal company name, corporate address, telephone, fax number and e-mail address. Include name, title, address, telephone number and e-mail address of the contact person during the Proposal evaluation phase. • Identification of proposed sub-consultants, including legal company name, contact person’s name, address, email and phone number. Include a description of the working relationship between primary and/or individual and sub-consultants, if applicable. • Acknowledgment of receipt of all RFP addenda, if any. • A statement to the effect that the Proposal shall remain valid for a period of not less than 180 days from the date of submittal. ---PAGE BREAK--- 7 • Signature of a person authorized to bind the firm and/or individual to the terms of the Proposal. • A statement to the effect that by signing the letter of transmittal, the firm and/or individual is attesting that all information submitted with the Proposal is true and correct. REQUIRED PROPOSAL CONTENT 1. Information on lead firm and all sub-consultants: • Provide a brief description including: Name and main/home office location, year established, legal status, and ownership. • For firms with multiple offices, indicate location where work will be performed. • General types of services provided by the firm 2. Staffing: Provide the following information: a. Project Manager with resume indicating years of experience, relevant educational credentials, relevant recent experience, applicable licenses and professional registrations and list of responsibilities. b. Other key personnel and sub-consultants assigned to the project with resume indicating years of experience, relevant educational credentials, relevant recent experience, applicable licenses and professional registrations, and list of responsibilities. 3. Approach/Methodology: Describe your understanding of the project, significant issues to be addressed and your specific approach to performing the work as described in the Scope of Services. 4. Qualifications and experience in providing services as described in the Scope of Services for similar public agencies. Include any unique qualifications relevant to this project. Provide a minimum of three project examples completed since 2015, with the names, addresses, phone numbers and email addresses of contact persons. Specific experience in wildland fuels reduction prescriptions and environmental document preparation shall be demonstrated in at least one project example (do not have to be in the same project). 5. Description of the team organizational structure including a chart identifying the Project Manager and key personnel, including sub-consultants. 6. Compensation in a not to exceed lump sum for the work as described in the Scope of Services. 7. Provide a general description of the firm’s financial condition and identify any conditions bankruptcy, pending litigation, planned office closures, staffing changes, impending merger or other) that may affect the firm’s and/or individual’s ability to provide the requested services. 8. State of California Licenses to perform the work, if applicable. 9. The Firm and/or individual shall indicate and acknowledge the ability to satisfy all the terms as described in the attached Alpine County Model Professional Services Agreement. ---PAGE BREAK--- 8 EVALUATION AND SELECTION PROCESS The Community Development Director will review the Proposals to determine which respondents meet the requirements to perform the work. The Community Development Director may appoint a committee to assist in the review of proposals. Depending upon the number and qualifications of respondents, the Community Development Director may select directly from the Proposals, or may develop a short list of firms for interviews and final selection. The decision as to the process, timing, and selection will be based entirely on the judgment of the Community Development Director. The selection and award of the contract shall be made on the basis of cost, demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. Accordingly, the following criteria may be utilized in the selection process: 1. Understanding of the scope of work to be done. 2. Qualifications of staff for work to be done. 3. Present workload and staff availability of firm, ability to meet project schedule. 4. Demonstrated experience preparing wildland fuels reduction prescriptions targeted for hazardous fuels reduction and forest resilience that have been successfully implemented on the ground. 5. Demonstrated experience preparing environmental review documents pursuant to the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA). 6. Ability to meet schedule and budget for the project. Contracting Requirements: County professional services agreement, insurance RFP PREPARATION EXPENSES The County shall not, in any event, be liable for any expenses incurred by any firm or individual in the preparation of its Proposal. Firm or individual shall not include any such expenses as part of its Proposal. Proposal preparation expenses include the following: 1. Preparing its Proposal in response to this RFP. 2. Submitting that Proposal to the County. 3. Negotiating with the County any matter related to this RFP. 4. Any other expenses incurred by a firm or individual prior to the date an agreement is executed. ---PAGE BREAK--- 9 SUBMITTAL REQUIREMENTS Proposals in the forms listed below must be received by 4:00 p.m. Pacific time, August 12, 2019. • 8.5-inch x 11-inch page portrait format, unbound, 1 copy • Electronic copy in Word 2010 or later version and Adobe pdf format submitted via email or on CD The Submittals shall be addressed to: Brian Peters, Director Alpine County Community Development Department 50 Diamond Valley Road Markleeville, CA 96120 The electronic versions shall be emailed to Brian Peters, [EMAIL REDACTED] In the event your firm/team desires additional information, the Community Development Department will endeavor to provide such information as expeditiously as possible; however, the Community Development Department will not be responsible for any delay resulting in respondent’s inability to meet the deadline for submission of the Proposal. COUNTY RIGHTS The County may investigate the qualifications of any firm or individual under consideration, require confirmation of information furnished by a firm or individual, and require additional evidence of qualifications to perform the Scope of Work described in this RFP. The County reserves all rights described below: 1. Accept or reject any and all Proposals, or any item or part thereof, or to waive any informalities or irregularities in Proposals; 2. Issue new or subsequent RFPs; 3. For any reasons, withdraw or cancel this RFP, or any part thereof at any time without prior notice and the County makes no representations that any contract will be awarded to any firm or individual responding to this RFP; 4. Require confirmation of information furnished by firm or individual or for the firm or individual to provide additional evidence of qualifications to perform the work or to obtain information from any source that has the potential to improve the understanding and evaluation of the proposals; 5. All Proposals shall become the property of Alpine County and shall not be returned; ---PAGE BREAK--- 10 6. All Proposals submitted may become public records under the laws of the State of California and the public may be given access thereto after the formal process has been completed. Submitted proposals are not to be copyrighted; 7. Postpone proposals openings for its own convenience; 8. Remedy or overlook technical errors in the RFP process; 9. Appoint an Evaluation Committee to review Proposals; 10. Seek the assistance of outside technical experts in proposal evaluation; 11. Approve or disapprove the use of particular sub-consultants; 12. Establish a short list of firms or individuals eligible for interview after review of written proposals; 13. Negotiate with any, all or none of the firms or individuals responding to the RFP; 14. Solicit best and final offers from all or some of the firms or individuals; 15. Award the contract as a whole, by category, or by any combination that best meets the need of the County. NONDISCRIMINATION The consultant or its sub consultants shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. Failure by the consultant to carry out these requirements is a material breach of contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate. AWARD OF CONTRACT Upon selection of a successful proponent(s), a County standard form Professional Services Agreement will be provided, a copy of which is attached for review. INDEPENDENT CONTRACTOR The successful proponent(s) will work in the capacity of an independent contractor for all purposes under this contract, if awarded, and shall not be entitled to any or all rights, privileges, benefits and remuneration of either an officer or employee of Alpine County, unemployment insurance, retirement, paid holidays, vacation and sick leave, medical insurance plans, any other job benefits. Contractor will be responsible for payment of state and federal taxes resultant from contractual earnings. The contractor will work under the direction of the Community Development Director or his/her designee. ---PAGE BREAK--- 1 MODEL - REMOVE THIS TITLE WHEN USED COUNTY OF ALPINE PROFESSIONAL SERVICES AGREEMENT FOR [GENERAL MODEL - INSERT TYPE OF SERVICE] This Agreement is entered into this day of 20__, by and between the County of Alpine, a political subdivision of the state of California (“County”), and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS; CORPORATION; LIMITED LIABILITY COMPANY; ETC.] (“Consultant”). RECITALS A. Consultant desires to perform and assume responsibility for the provision of professional [INSERT TYPE OF SERVICE] consultant services required by the County on the terms and conditions set forth in this Agreement. B. Consultant has presented a proposal for such services to the County, dated 20__, (attached hereto and incorporated herein as Exhibit and is duly licensed, qualified and experienced to perform those services. C. Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research. D. County desires to engage Consultant to render such services as set forth in this Agreement, only to the extent that adequate funding for such services is available. AGREEMENT 1. SCOPE OF SERVICES. 1.1 General Scope of Services. Consultant promises and agrees to furnish to the County all labor, materials, tools, equipment, services and incidental and customary work necessary to fully and adequately supply the necessary professional [INSERT TYPE OF SERVICE] consultant services (“Services”). The Services are more particularly described in Exhibit 2. SCHEDULE OF SERVICES. 2.1 Schedule of Services. The Services of Consultant are to commence upon execution of this Agreement by the County and shall be undertaken and completed in a prompt and timely manner, pursuant to the schedule outlined in the Scope of Work, more particularly described in Exhibit ---PAGE BREAK--- 2 2.2 Extension of Time. Consultant may, for good cause, request extensions of time to perform the Services required hereunder. Such extensions shall be authorized in advance by the County in writing and shall be incorporated in written amendments to this Agreement. 3. FEES AND PAYMENTS. 3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit The total compensation shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] DOLLARS ($[INSERT NUMBER]) without County’s prior written approval. 3.2 Payment of Compensation. Consultant shall submit to County a itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date or since the start of the subsequent billing periods, as appropriate, through the date of the statement. County shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3 Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation. This Agreement is subject to the budget and fiscal provisions of applicable laws, the County Code and rules of the County. Unless otherwise stated in the Agreement, charges will accrue only after execution of the Agreement, and the amount of County's obligation hereunder shall not at any time exceed the amount stated in the Agreement for the purpose and period stated in the Agreement. This Agreement will terminate without penalty, liability or expense of any kind to County at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. This Agreement will terminate if funds that were previously appropriated for this Agreement are reduced, eliminated, and/or re-allocated by County as a result of mid-year budget reductions. County has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. County budget decisions are subject to the discretion of the County Administrative Officer and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement 4. CHANGES. 4.1 The Parties may, from time to time, request changes in the scope of the Services of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant’s compensation and/or changes in the schedule must be authorized in advance by the County in writing. Mutually agreed changes shall be incorporated in written amendments to the Agreement. ---PAGE BREAK--- 3 5. RESPONSIBILITIES OF CONSULTANT. 5.1 Independent Contractor; Control and Payment of Subordinates. Consultant enters into this Agreement as an independent contractor and not as an employee of the County. Consultant shall have no power or authority by this Agreement to bind the County in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the County. The County shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement. 5.2 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of County. 5.3 Project Manager. The Consultant shall designate a project manager who at all times shall represent the Consultant before the County on all matters relating to this Agreement. The project manager shall continue in such capacity unless and until he or she is removed at the request of the County, is no longer employed by Consultant or replaced with the written approval of the County which shall not be unreasonably withheld. 5.4 Coordination of Services. Consultant agrees to work closely with County staff in the performance of Services and shall be available to County staff, consultants and other staff at all reasonable times. County agrees to work closely with Consultant’s staff in the performance of Services and shall be available to Consultant’s staff at all reasonable times. 5.5 Warranty. Consultant agrees and represents that it is qualified to properly provide the Services set forth in Exhibit in a manner which is consistent with the generally accepted standards of Consultant’s profession. Consultant further represents and agrees that it will perform said Services in a legally adequate manner in conformance with applicable federal, state and local laws and guidelines. 5.6 Interest in Contract. Consultant covenants that neither it, nor any of its employees, agents, contractors or subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the County’s conflict of interest code in accordance with the category designated by the County, unless the County Administrator or Board of Supervisors determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the County Code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the County conflict of interest code if, at any time after the execution of this Agreement, County determines and notifies Consultant in writing that Consultant’s duties under this Agreement warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the County. ---PAGE BREAK--- 4 6. INSURANCE. 6.1 Time for Compliance. Consultant shall not commence Services under this Agreement until it has provided evidence satisfactory to the County that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the County that the subconsultant has secured all insurance required under this Section. 6.2 Types of Required Coverages. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance: 6.2.1 Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for products and completed operations; contractual liability; third party action over claims; or cross liability exclusion for claims or suits by one insured against another. 6.2.2 Automobile Liability: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident. 6.2.3 Workers’ Compensation: Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. 6.2.4 Professional Liability: Professional Liability insurance for errors and omissions with minimum limits of $1,000,000. Covered Professional Services shall specifically include all work to be performed under the Agreement. [***NOTE: Limits of insurance shall be based on exposure and limits from $3,000,000 to $15,000,000 may be required. Factors increasing exposure include size of contract, dependence of County on expertise of Consultant, little or no control exercised by County, large financial impact of project and possible resulting harm to third parties. ALWAYS DELETE THIS SECTION.***] If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three years from termination or expiration of this Agreement. ---PAGE BREAK--- 5 6.3 Endorsements. 6.3.1 The policy or policies of insurance required by Sections 6.2.1 Commercial General Liability and 6.2.2 Automobile shall be endorsed to provide the following: 6.3.1.1 Additional Insured: The indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not be restricted to “ongoing operations”; exclude “contractual liability”; restrict coverage to “sole” liability of Consultant; or contain any other exclusions contrary to the Agreement. 6.3.1.2 Primary Insurance and Non-Contributing Insurance: This insurance shall be primary and any other insurance, deductible or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. 6.3.1.3 Severability: In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby. 6.3.1.4 Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the County except ten (10) days prior written notice shall be allowed for non-payment of premium. 6.3.1.5 Duties: Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties. 6.3.1.6 Applicability: That the coverage provided therein shall apply to the obligations assumed by the Consultant under the indemnity provisions of the Agreement, unless the policy or policies contain a blanket form of contractual liability coverage. 6.3.2 The policy or policies of insurance required by Section 6.2.3 Workers’ Compensation shall be endorsed, as follows: 6.3.2.1 Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties. 6.3.2.2 Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the County except ten (10) days prior written notice shall be allowed for non-payment of premium. 6.3.3 The policy or policies of insurance required by Section 6.2.4 Professional Liability shall be endorsed, as follows: ---PAGE BREAK--- 6 6.3.3.1 Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the County except ten (10) days prior written notice shall be allowed for non-payment of premium. 6.4 Deductible. Any deductible or self-insured retention must be approved in writing by the County and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention. 6.5 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies or original certificates and endorsements on forms approved by the County. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the County. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the County evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. 6.6 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the County. The County shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement. In the event that the Consultant’s operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Work because of production lost during suspension. 6.7 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. 6.8 Insurance for Subconsultants. All subconsultants shall be included as additional insureds under the Consultant’s policies or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of this Agreement, including adding the County as an Additional Insured to the subconsultant’s policies. 7. OWNERSHIP OF MATERIALS AND CONFIDENTIALITY. 7.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for County to copy, use, modify, reuse or sublicense any and all copyrights, designs and other intellectual property embodied in plans, specifications, studies, drawings, estimates and other documents or works of authorship fixed in any tangible medium of ---PAGE BREAK--- 7 expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subconsultants to agree in writing that County is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the County. County shall not be limited in any way in its use or modification of the Documents and Data at any time, provided that any such use or modification not within the purposes intended by this Agreement shall be at County’s sole risk. 7.2 Confidentiality. All Documents & Data are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the County, except by court order. 8. ACCOUNTING RECORDS. 8.1 Maintenance and Inspection. Consultant shall maintain and make available for inspection by the County and its auditor’s accurate records of all its costs, disbursements and receipts with respect to any work under this Agreement. Such inspections may be made during regular office hours at any time until one year after the final payments under this Agreement are made to the Consultant. 9. SUBCONTRACTING. 9.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of County. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 10. TERMINATION OF AGREEMENT. 10.1 Grounds for Termination. County may, by written notice to Consultant, terminate all or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to County, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 10.2 Effect of Termination. If this Agreement is terminated as provided herein, County may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of ---PAGE BREAK--- 8 Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 10.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, County may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 11. GENERAL PROVISIONS. 11.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose: County: County of Alpine 99 Water Street Markleeville, California 96120 Attn: County Clerk Consultant: [INSERT NAME, ADDRESS & CONTACT PERSON] Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 11.2 Indemnification. Consultant, unless a design professional, shall defend, indemnify and hold the County, its elected officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Consultant, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the performance of the Services or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the active negligence, sole negligence or willful misconduct of the County. Consultant shall defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the County, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against County or its elected officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse County and its elected officials, officers, ---PAGE BREAK--- 9 employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the County, its elected officials, officers, employees, agents or volunteers. Pursuant to Civil Code section 2782.8, design professionals shall indemnify and defend county, its elected officials, officers, employees, volunteers and agents for liability associated with the design professional’s negligence, recklessness or the willful misconduct of the design professional. However, design professional’s obligations to indemnify and defend as provided herein shall not exceed design professional’s proportionate percentage of fault. In the event that one or more defendants is unable to pay their proportionate share due to bankruptcy or business dissolution, design professional shall meet and confer with other defendant parties regarding unpaid defense costs. 11.3 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules, regulations and ordinances in any manner affecting the performance of the Services, including without limitation County business license requirements and all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the County, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold County, its elected officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 11.4 Prohibited Interests. Consultant covenants that neither it, nor any of its employees, agents, contractors or subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Agreement, nor any other interest which would conflict in any manner or degree with the performance of the Services hereunder. 11.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are subject to the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. 11.6 Equal Opportunity Employment. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation. 11.7 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self- ---PAGE BREAK--- 10 insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 11.8 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to reasonable attorneys’ fees and all other costs of such action. 11.9 Assignment or Transfer. Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the County, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Consultant from the County under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished to the County. 11.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 11.11 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 11.12 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 11.13 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the Services specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing. 11.14 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Alpine County. 11.15 Time of Essence. Time is of the essence for each and every provision of this Agreement. 11.16 Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. 11.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 11.18 Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party. ---PAGE BREAK--- 11 11.19 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 11.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. COUNTY OF ALPINE [INSERT NAME OF CONSULTANT] By: By: [***INSERT NAME***] [Name] County Administrator or Board Chairperson [Title] Attest: Attest: By: By: [***INSERT NAME***] [Name] County Clerk [Title] Approved as to Form: By: County Counsel ---PAGE BREAK--- A−1 EXHIBIT CONSULTANT PROPOSAL [ATTACH CONSULTANT PROPOSAL]