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SPRING VALLEY COMMUNITY INFRASTRUCTURE DISTRICT NO. 1 (CITY OF EAGLE, IDAHO) REQUEST FOR PROPOSALS FOR ATTORNEY SERVICES ---PAGE BREAK--- TABLE OF CONTENTS I. INTRODUCTION 1 II. DESCRIPTION OF THE PROJECT 1 III. THE SELECTION PROCESS AND TIMELINE 1 A. SUBMITTAL REQUIREMENTS 1 B. FORMAT FOR SUBMITAL 1 C. INTRODUCTORY LETTER AND FORM OF AGREEMENT 2 D. CERTIFICATIONS AND RELEASES 2 E. QUESTIONS 2 F. SELECTION PROCESS 2 IV. ATTORNEY CAPABILITIES 3 V. GENERAL 4 VI. REVISIONS TO RFP 5 VII. RESERVATION OF RIGHTS BY THE DISTRICT 5 VIII. PROPRIETARY MATERIAL 5 EXHIBIT 7 EXHIBIT 14 ---PAGE BREAK--- - 1- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc I. INTRODUCTION Pursuant to Idaho Code § 67-2803, the Spring Valley Community Infrastructure District No. 1, a Community Infrastructure District duly formed and organized by the City of Eagle and validly existing pursuant to the Community Infrastructure District Act (Title 50, Chapter 31, Idaho Code)(the “District”) by and through the District Board of Directors, is hereby soliciting from qualified and experienced law firms (“Applicants”) to submit Proposals to represent the District as its legal counsel. The Applicant selected by the District would serve as legal counsel to the District Board of Commissioners and will serve all District personnel, consultants, and the Board or as otherwise directed by the District Board. II. DESCRIPTION OF THE PROJECT Pursuant to Resolution 11-28, the Eagle City Council granted the Petition to form the Spring Valley Community Infrastructure District No. 1 submitted by the Owner M3 Eagle, LLC. The 5,600-acre site is within the city limits generally north of Homer Road between State Highway 16 and Willow Creek Road and is within Spring Valley master planned community; more particularly described in the District Development Agreement No. 1 Exhibit A and legal description Exhibit B, all exhibits can be found on the City’s webpage: The District is involved in a variety of activities, as outlined and allowed by Idaho Code §50- 3101 et al. necessitating an extensive diversity of legal services. III. THE SELECTION PROCESS AND TIMELINE A. SUBMITTAL REQUIREMENTS Proposals must conform to the requirements of this document. All proposals shall be submitted electronically by May 24, 2021, at 5:00 p.m. Mountain Standard Time to [EMAIL REDACTED], no paper or faxed applications will be accepted. Any proposal received after the due date of Thursday, May 24, 2021, will be deemed unresponsive and will not be considered for evaluation. The District will not be responsible for any expenses incurred by an Applicant in preparing, submitting or presenting a proposal. All proposals shall provide a straightforward, concise delineation of the Applicant’s capabilities to satisfy the requirements of the request. Emphasis should be on completeness and clarity of content. B. FORMAT FOR SUBMITAL The proposal shall be submitted in the format as outlined. Content and completeness are most important. Clear and effective presentations are preferred. Elaborate, decorative, or extraneous materials are strongly discouraged. Any proposal not following the correct format will be rejected. The proposal shall be for the firm’s expertise only. A fully executed cover page shall be the first page of the submittal. The cover page format is included with this proposal. The maximum length of the body of the submittal shall be six pages. ---PAGE BREAK--- - 2- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc The submittal shall be formatted to an 8 ½ x 11 inch paper, single sided. Type style shall be no more than six lines per vertical inch and not smaller than 12 point. Certifications and releases shall be appended as noted below. C. INTRODUCTORY LETTER AND FORM OF AGREEMENT The introductory letter should be addressed to the District at the above addresses. It should introduce the District Attorney’s firm, state the general nature of the firm’s qualifications, and list a contact name and phone number. The District Attorney shall include his/her acceptance of the terms of the sample Form of Professional Services Agreement and indicate willingness to execute said agreement. The sample Form of Professional Services Agreement is attached as Exhibit C to this document. If the Applicant is unable to accept any part of the form agreement, the response shall clearly indicate which provisions are unacceptable. D. CERTIFICATIONS AND RELEASES Attach the following documents: Proof of Registration/Licensing pursuant to the Idaho Code. An original, signed copy of the Release Form (attached as Exhibit E. QUESTIONS All questions should be direct to [EMAIL REDACTED] and must be received by May 19, 2021 at 12:00 p.m. Mountain Standard Time. The City will post all responses to the City website on or before 5:00 p.m. Mountain Standard Time on May 21st. Applicants shall not contact staff, elected or board members directly. F. SELECTION PROCESS The District’s selection will be based on its evaluation of the written proposals resulting from this request pursuant to the standards provided herein, subsequent interviews (if needed), and other requirements contained herein to ascertain the Applicant’s competence, qualifications, client references, the areas of legal services which the Applicant is willing to provide, and the overall fee structure. The District specifically reserves the right to accept more than one Applicant proposal and may select more than one law firm to provide legal services to the District. In addition, even if an Applicant is selected to represent the District with regard to one or more or all of the areas of legal work designated by the applicant, the District reserves the right, at its discretion, to appoint another attorney and/or law firm to represent the District with regard to such designated area of legal work from time to time if in the best interest of the District. The District shall evaluate and determine the individual and comparative merits of each of the proposals received. It is the responsibility of the respondent to ensure that the proposal complies with this RFP, demonstrates qualifications, and provides the information requested. If a respondent fails to provide any information requested in this RFP, such failure may result in ---PAGE BREAK--- - 3- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc rejection of the proposal. The District anticipates completing the selection process within 45- days of closure of the RFP. Please note that the Board may, at its sole discretion, delay such action. IV. ATTORNEY CAPABILITIES 1. The District is seeking proposals from Applicants having experience and Proposalsin representing Community Infrastructure Districts which requires expertise in a variety of legal services. Your response to the proposal should address, at a minimum, your expertise and prior experience, including references, to provide services in each of the following areas: a. Municipal Corporation Law matters specifically as it relates to Community Infrastructure laws and the laws affecting finance, boards, and commissions; b. Public bidding and Open Meetings laws; c. Bond Counsel Matters involving the issuance of assessment bonds, general obligation bonds, revenue bonds, and other public financing avenues including public-private partnerships; d. Employment Law matters pertaining to non-collective bargaining agreement claims and human resources law and policy including employee benefits issues; e. Collection Law matters related to the collection of accounts receivables and other related collection issues; f. Litigation related to Community Infrastructure District issues such as public finance, and judicial confirmation; g. Real Estate and Development Law matters involving land development, real estate, leasing and land use and the relation of all these issues to governmental and non-governmental bodies. h. Working relationship and experience with funding agencies, the Idaho Department of Environmental Quality, Idaho Department of Water Resources, USDA Rural Development, etc; i. Expertise related to Construction management and contracts; j. Other Matters — Laws and litigation effecting finance, taxation, municipal bonds, boards and commissions, open meetings, public records and eminent domain. The Applicant making a proposal must describe the firm’s expertise in providing legal services, specifically identifying its expertise in dealing with State and Federal regulatory processes, zoning, land use, finance, taxation, environmental, economic development, real estate, labor and employment, legislation, government relations and litigation. 2. The proposal must identify the principle attorneys within the Applicant law firm who will be providing legal services to the District. The proposal should demonstrate the qualifications, competence and capacity of the attorneys to represent the District in each ---PAGE BREAK--- - 4- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc of the legal service areas. Resumes shall be submitted for each lead attorney specifically assigned to provide services to the District. 3. Provide a brief history of the company, its history, organization, number and type of personnel, and the location of the company’s office. 4. If the Attorney does not have an office in Ada County, then specifically address how the resources available will be provided to the District. 5. List several projects performed within the past two years pertaining to Attorney services; most notably for Community Infrastructure Districts or similar entities. This should include specific information on the dates and types of services provided. List three verifiable professional services references with a contact person and phone number. 6. In determining the qualifications of an Applicant, the District will consider the law firm’s record in the performance of existing contracts for similar services in which it has entered with other public bodies; and the District specifically and expressly reserves the right to reject the proposal of such Applicant if the record discloses that such law firm, in the opinion of the District has not properly performed such contracts or has otherwise disregarded its obligations to its employees or the public clientele it serves. 7. The District may make such investigation as it deems necessary to determine the ability of the Applicant to perform the terms of the contract and the Applicant shall furnish to the District all information for this purpose as the District may request. The District reserves the right to reject any proposal if its investigation of the Applicant reveals that, in the opinion of the District, the law firm is not properly qualified to carry out obligations of the contract and complete it as outlined herein. 8. All respondents must be registered in Idaho as Attorney as provided in the Idaho Code. V. GENERAL TERMS This Request for Proposals (RFP) does not commit the District to enter into any contract, to pay any costs incurred in the preparation of a proposal or in subsequent negotiations, or to procure or to contract for any project. ---PAGE BREAK--- - 5- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc VI. REVISIONS TO RFP In the event that it is necessary to revise any part of the RFP, all changes will be posted on the City’s website at VII. RESERVATION OF RIGHTS BY THE DISTRICT The issuance of this RFP does not constitute an assurance by the District that any contract will actually be entered. The District expressly reserves the right to: Waive any immaterial defect or informality in any response or response procedure. Reject any and all proposals. Reissue the Request for Proposals. Invite additional respondents to submit proposals. Request additional information and data from any or all respondents. Extend the date for submission of responses. Supplement, amend, or otherwise modify the RFP or cancel this request with or without the substitution of another RFP. Disqualify any respondent who fails to provide information or data requested herein or who provides inaccurate or misleading information or data. Disqualify any respondent on the basis of any real or apparent conflict of interest. Disqualify any respondent on the basis of past performance. By responding to this RFP, each respondent agrees that any finding by the District of any fact in dispute as to this RFP or the responses thereto shall be final and conclusive except as provided herein. The District may, at its own discretion, accept such submissions as it deems to be in the best public interest and in furtherance of the purposes of the District, or it may proceed with further selection processes, or it may reject any and all submissions. The District also reserves the right to waive any informality. VIII. PROPRIETARY MATERIAL The District assumes no liability for disclosure of proprietary material submitted by respondents. All proposals submittals shall be considered public documents under applicable state law except to the extent portions of the submittals are otherwise protected under applicable law. Responders should segregate any asserted proprietary information and provide an explanation as to why such information shall not be deemed a public record, citing the applicable exception under the Idaho Public Records Act. ---PAGE BREAK--- - 6- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc COVER PAGE With the proposal please provide a cover page including the following information: Company Name Address Is this a Primary Office or a Subsidiary Branch or Office? Contact Name Telephone Fax E-Mail Year present firm established Annual Gross Receipts Type of firm: • Corporation • LLC • Partnership • Sole Proprietorship • Other (Describe) ---PAGE BREAK--- - 7- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc EXHIBIT C FORM OF PROFESSIONAL SERVICES AGREEMENT SPRING VALLEY COMMUNITY INFRASTRUCTURE DISTRICT NO. 1 (CITY OF EAGLE, IDAHO) PROFESSIONAL SERVICES AGREEMENT (ATTORNEY SERVICES) This Professional Services Agreement (“Agreement”) is made by and between SPRING VALLEY COMMUNITY INFRASTRUCTURE DISTRICT NO. 1, an independent public body corporate and politic, organized and existing under the laws of the State of Idaho and an Idaho existing under and by virtue of the laws of the state of Idaho (“Attorney”). RECITALS A. CID desires to hire an Attorney to provide Attorney services with respect to the located generally at the (the “Project”). Now therefore, for consideration, the parties agree as follows: AGREEMENT Attorney agrees to provide professional construction management services for the Project pursuant to the terms and conditions of this Agreement. 1. SCOPE OF WORK: [TO BE DETERMINED] 2. AMOUNT AND METHOD OF PAYMENT: CID agrees to pay Attorney for services rendered under this Agreement as follows: (TO BE DETERMINED) Attorney shall maintain time and expense records and make them available to CID and provide invoices in a format acceptable to CID for work performed to the date of the invoice. Each invoice shall specify charges as they relate to the Project-specific tasks. Each invoice shall also specify current billing and previous payments, with a total of costs incurred and payments made to date. Reimbursable expenses (which shall cover general out-of-pocket expenses including long-distance telephone charges, copying expenses, overnight or standard mailing expenses, travel-related expenses, and the like) shall be billed to CID at actual cost to Attorney with no mark-up, unless provided otherwise in this Agreement. ---PAGE BREAK--- - 8- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc All invoices shall be paid by CID within forty-five (45) days of receipt of proper invoice. If the services subject to a specific invoice do not meet the requirements of this Agreement as CID may determine, CID shall notify Attorney in writing and provide specific deficiencies in the work that do not meet the requirements. Attorney shall have seven working days to correct or modify the work to comply with the requirements of the Agreement as set forth in CID’s written notice. If CID again determines the work fails to meet the requirements, CID may withhold payment until deficiencies have been corrected to CID’s satisfaction or may terminate this Agreement for cause as set forth in Section 19 of this Agreement. 3. RIGHT OF CONTROL: CID agrees that it will have no right to control or direct the details, manner, or means by which Attorney accomplishes the results of the services performed hereunder. Attorney has no obligation to work any particular hours or days or any particular number of hours or days. Attorney agrees, however, that its other contracts and services shall not interfere with its performance under this Agreement. Attorney agrees to coordinate project schedules and respective commencements and deadlines with other consultants that are part of any project team. 4. INDEPENDENT CONSULTANT RELATIONSHIP: Attorney is an independent consultant and is not an employee, servant, agent, partner, or joint venture of CID. CID shall determine the work to be done by Attorney, but Attorney shall determine the legal means by which it accomplishes the work specified by CID. This Agreement shall not be construed to create any employer-employee relationship between CID and Attorney. 5. RECORDS ACCESS AND AUDITS: Attorney shall maintain complete and accurate records with respect to costs incurred and manpower expended under this Agreement. All such records shall be maintained according to generally accepted accounting principles, shall be clearly identified, and shall be readily accessible. Such records shall be available for review by CID representatives for three years after final payment. Copies shall be made available to CID upon request. 6. FEDERAL, STATE, AND LOCAL PAYROLL TAXES: Neither federal, state, or local income taxes nor payroll taxes of any kind shall be withheld and paid by CID on behalf of Attorney or the employees of Attorney. Attorney shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes. Attorney understands that Attorney is responsible to pay, according to law, Attorney’s income tax. Attorney further understands that Attorney may be liable for self-employment (Social Security) tax to be paid by Attorney according to law. 7. LICENSES AND LAW: Attorney represents that it possesses the requisite skill, knowledge, and experience necessary, as well as all licenses required, to perform the services under this Agreement. Attorney further agrees to comply with all applicable laws, ordinances, and codes of federal, state, and local governments in the performance of the services hereunder. ---PAGE BREAK--- - 9- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc 8. FRINGE BENEFITS: Because Attorney is engaged in its own independently established business, Attorney is not eligible for and shall not participate in any employee pension, health, or other fringe benefit plans of CID. 9. WORKER’S COMPENSATION: Attorney shall maintain in full force and effect worker’s compensation and employer’s liability insurance for Attorney and any agents, employees, and staff that Attorney may employ, and provide proof to CID of such coverage or that such worker’s compensation insurance is not required under the circumstances. 10. EQUIPMENT, TOOLS, MATERIALS, OR SUPPLIES: Attorney shall supply, at Attorney’s sole expense, all equipment, tools, materials, and/or supplies to accomplish the services to be provided herein. 11. PROPRIETARY RIGHTS: All data, materials, reports, maps, graphics, tables, memoranda, and other documents or products developed under this Agreement whether finished or not shall become the property of CID, shall be forwarded to CID at its request, and may be used by CID for any business purpose. CID agrees that if it uses products prepared by Attorney for purposes other than those intended in this Agreement, it does so at its sole risk and it agrees to hold Attorney harmless therefor. 12. CONFIDENTIALITY: Attorney agrees to maintain confidentiality of all work product produced under this Agreement, including both interim and draft, materials, reports, maps, graphics, tables, memoranda, and other documents unless and until CID signifies its written approval that such work product may be published as final work product. CID reserves the right to distribute the final work product as it sees fit provided that Attorney may use final reports as approved and adopted by the CID Board of Commissioners in the marketing of its firm. 13. TERM OF AGREEMENT: This Agreement shall commence as of the effective date specified in Section 29 and shall remain in effect for two years unless terminated by either party as specified in Section 19. 14. ENTIRE AGREEMENT: This Agreement, along with any and all exhibits and appendices attached hereto and incorporated herein by reference, contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. 15. GENERAL ADMINISTRATION AND MANAGEMENT: The Administrator of CID or his/her designee shall be CID’s representative and shall oversee and approve all services to be performed, coordinate all communications, review and approve all invoices, and carry out any and all tasks as may be required under this Agreement. 16. CHANGES: CID reserves the right to makes changes from time to time in the scope of services to be performed hereunder. Such changes, including any increase or decrease in Attorney’s compensation, which are mutually agreed upon by and between CID and Attorney, shall be incorporated in written amendments to this Agreement. ---PAGE BREAK--- - 10- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc 17. AMENDMENTS: This Agreement may be amended only in writing upon mutual agreement of both CID and Attorney. 18. ASSIGNMENT: It is expressly agreed and understood by the parties hereto that Attorney shall not have the right to assign, transfer, hypothecate, or sell any of its rights under this Agreement except upon the prior express written consent of CID. 19. TERMINATION OF AGREEMENT: FOR CAUSE DUE TO BREACH: If Attorney shall fail to fulfill its obligations in compliance with the scope of work or if Attorney shall violate any of the covenants, agreements, or stipulations of this Agreement, CID shall thereupon have the right to terminate this Agreement by giving written notice to CID and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. If this Agreement is terminated for cause, Attorney shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, Attorney shall not be relieved of liability to CID by virtue of any breach of this Agreement by Attorney, and CID may withhold any payments to Attorney for the purpose of setoff until such time as the exact amount of damages due CID from Attorney is determined. Attorney shall also provide CID all products or works of consulting generated to date of termination. TERMINATION BY CID: CID reserves the right to terminate this Agreement at any time, for any reason, by giving at least fifteen (15) days’ notice in writing to Attorney. If this Agreement is terminated by CID as provided herein, Attorney shall be paid for the work performed prior to termination, less payment or compensation previously made. Attorney shall also provide CID all products or works related to this Project generated to date of termination. TERMINATION: The obligation to provide further services under this Agreement may be terminated by Attorney upon thirty (30) days’ written notice. Such termination shall be based upon substantial lack of performance by CID under the terms and conditions of this Agreement when said substantial lack of performance is through no fault of Attorney. If this Agreement is terminated by Attorney, Attorney shall be paid for services rendered and for reimbursable expenses incurred to the date of such termination. 20. NOTICES: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: ---PAGE BREAK--- - 11- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc To CID: Spring Valley Community Infrastructure District No. 1 To ATTORNEY : 21. DISCRIMINATION PROHIBITED: In performing the services required herein, Attorney agrees not to discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or handicap. Violation of this section shall constitute a material breach of this Agreement and deemed grounds for cancellation, termination, or suspension of the Agreement by CID, in whole or in part, and may result in ineligibility for further work for CID 22. STANDARD OF SERVICE: Attorney shall provide for CID professional construction management services as described in this Agreement. These services will be performed in accordance with generally accepted professional practices for the intended use of the Project. Attorney makes no other warranty either expressed or implied. 23. INDEMNIFICATION: Attorney agrees to indemnify, defend, and hold harmless CID and its officers, agents, employees and Board of Commissioners from and against all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the act and/or any performances or activities of Attorney, Attorney’s agents, employees, or representatives under this Agreement. 24. INSURANCE: Attorney agrees to obtain and keep in force during its acts under this Agreement a comprehensive general liability insurance policy in the minimum amount of $1,000,000 which shall name and protect Attorney, all of Attorney’s employees, CID, its officers, agents, employees and board from and against any and all claims, losses, actions, and judgments for damages or injury to persons or property arising out of or in connection with the Attorney’s acts. Attorney shall provide proof of liability coverage as set forth above to CID before commencing its performance as herein provided and shall require insurer to notify CID ten (10) days prior to cancellation of said policy. 25. NONWAIVER: Failure of either party to exercise any of the rights under this Agreement or breach thereof shall not be deemed to be a waiver of such right or a waiver of any subsequent breach. 26. APPLICABLE LAW: Any dispute under this Agreement or related to this Agreement shall be decided in accordance with the laws of the state of Idaho. ---PAGE BREAK--- - 12- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc 27. SEVERABILITY: If any part of this Agreement is held unenforceable, the remaining portions of the Agreement will nevertheless remain in full force and effect. 28. ATTORNEY FEES: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to costs and reasonable attorney fees as determined by a court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination, or forfeiture of this Agreement. 29. EFFECTIVE DATE: The effective date of this Agreement shall be the day this Agreement is signed by CID. 30. DISPUTES: In the event that a dispute arises between CID and Attorney regarding application or interpretation of any provision of this Agreement, the aggrieved party shall notify the other party to this Agreement of the dispute within ten (10) days after such dispute arises. If the parties shall have failed to resolve the dispute within thirty (30) days after delivery of such notice, the parties agree to first endeavor to settle the dispute in an amicable manner by non-binding mediation before resorting to litigation. Should the parties be unable to resolve the dispute to their mutual satisfaction within thirty (30) days after such completion of mediation, each party shall have the right to pursue any rights or remedies it may have at law or in equity. 31. SUCCESSORS IN INTEREST: The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereby and their respective successors and assigns. 32. MISCELLANEOUS: Attorney has not been retained to supervise, direct, or have control over any contractor’s work. Attorney specifically does not have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by contractor(s) for safety precautions and programs incident to the work of contractor(s) or for any failure of contractor(s) to comply with laws, rules, regulations, ordinances, codes, or orders applicable to contractor(s) furnishing and performing their work. Accordingly, Attorney can neither guarantee the performance of the construction contracts by contractor(s) nor assume responsibility for the failure of contractor(s) to furnish and perform their work in accordance with the contract documents. 33. OPINIONS OF COST: Attorney may be asked to provide opinions of construction or any Project costs as part of the professional services under this Agreement. CID understands and agrees that Attorney has no control over the cost of labor, materials, equipment, or services furnished by others, or over the contractor(s)’ methods of determining prices, or over competitive bidding or market conditions. CID understands that Attorney’s opinions of cost are based on Attorney’s experience and represents Attorney’s judgment based on that experience, but Attorney does not guarantee or warranty that either quotes, bids, or estimates prepared by contractors, subcontractors, or others will not deviate from opinions prepared by Attorney. CID ---PAGE BREAK--- - 13- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc agrees to employ an independent cost estimator if CID desires additional assurance, warranty, or guarantee of any Project costs. Should CID request that Attorney modify any Project aspect to reduce construction costs, then those services shall be considered additional and beyond the scope of this Agreement unless specifically stated otherwise in this Agreement. 34. HAZARDOUS WASTE AND ASBESTOS: CID and Attorney agree that the work covered in this Agreement does not anticipate either the presence or remediation of hazardous waste and/or asbestos. Hazardous materials may exist where there is not reason to believe they should be present. Attorney and CID agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. Attorney and CID also agree that the discovery of unanticipated hazardous materials may make it necessary for Attorney to take immediate measures to protect human health and safety and/or the environment. Attorney agrees to notify CID as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. CID encourages Attorney to take any and all measures that in Attorney’s professional opinion are justified to preserve and protect the health and safety of Attorney’s personnel and the public and/or the environment, and CID agrees to compensate Attorney for the additional cost of such work. In addition, CID waives any claim against Attorney and agrees to indemnify, defend, and hold Attorney harmless from any claim or liability for injury or loss arising from Attorney’s encountering unanticipated hazardous materials or suspected hazardous materials. CID also agrees to compensate Attorney for any time spent and expenses incurred by Attorney in defense of any such claim, with such compensation to be based upon Attorney’s prevailing fee schedule and expense reimbursement policy. IN WITNESS WHEREOF, CID and Attorney have executed this Agreement as of the effective date specified above. SPRING VALLEY COMMUNITY ATTORNEY INFRASTRUCTURE DISTRICT NO. 1 By: Printed Name: Printed Name: Title: Title: DATE: DATE: ---PAGE BREAK--- - 14- k:\city\cid spring valley community infrastructure dist no. 1\district attorney\rfp- attorney 5-2021\rfp - attorney draft 5-2021.doc EXHIBIT D RELEASE FORM The undersigned has read and fully accepts the Spring Valley Community Infrastructure District No. 1’s (“CID’s”) discretion and non-liability as stipulated herein and expressly for, but not limited to, CID’s decision to proceed with a selection process in response to the Request for Proposals for Attorney Services/ (“the RFP”). 1. Discretion of CID: CID reserves the right in its sole discretion and judgment for whatever reasons it deems appropriate to, at any time: a. Modify or suspend any and all aspects of the process seeking interested parties to provide a Line of Credit; b. Obtain further information from any person, entity, or group, including, but not limited to, any person, entity, or group responding to the RFP (any such person, entity, or group so responding is, for convenience, hereinafter referred to as “Submitter”), and to ascertain the depth of Submitter’s capability and desire to perform as a financial lending agency for CID and in any and all other respects to meet with and consult with any Submitter or any other person, entity, or group; c. Waive any formalities or defects as to form, procedure, or content with respect to the RFP and any responses by any Submitter thereto; d. Accept or reject any statement and/or fee proposal received in response to the RFP, including any statement or fee proposal submitted by the undersigned, or select any one submission over another; e. Accept or reject all or any part of any materials, plans, implementation programs, schedules, phasing, and proposals or statements, including, but not limited to, the nature and type of proposal. 2. Non-Liability of the Spring Valley Community Infrastructure District No. 1. The undersigned agrees that CID, shall not have any liability whatsoever of any kind or character, directly or indirectly, by reason of all or any decision made at the discretion of CID, as identified above. “Submitter” Date: