Agency: Nevada Irrigation District
Contact: Marie G. Owens (owens@nidwater.com)
Phone: 530-273-6185
Deadline: 05/24/2011
NEVADA IRRIGATION DISTRICT (NID)
REQUEST FOR PROPOSALS (RFP)
For
Financial Advisory Services
Proposal submittals: Responses to this Request for Proposal (RFP) should be submitted to:
Nevada Irrigation District
Attention: Marie G. Owens
1036 West Main Street
Grass Valley, California 95945
Telephone: (530) 271-6855; Fax (530) 271-6838
No later than May 24, 2011 at 1:00 p.m. five (5) copies and one (1) electronic copy (in PDF formant) of the proposal shall be submitted in a sealed envelope and marked: “Proposal for Financial Advisory Services”. One (1) original copy of the fee proposal shall be submitted in a separate envelope and marked: “Fee proposal for Financial Advisory Services”. Proposals received after the above specified date and time WILL NOT be accepted.
I. INTRODUCTION
Nevada Irrigation District (the “District or “NID”) is soliciting proposals from qualified firms to provide financial advisory services for a $30 – $35 million tax exempt bond issuance. The firm selected as the Financial Advisor will be expected to be available as needed by the District to provide financial advice from inception of the financing until its completion as well as provide other finance-related advice as appropriate.
II. DISTRCT BACKGROUND
Nevada Irrigation District was formed in 1921 under the Irrigation District Law, Division 11 of the Water Code of the State of California for the purpose of collecting, storing and delivering irrigation water to farmers and ranchers within the District. While originally created to provide raw water for irrigation purposes, the District expanded its operations to include treatment and distribution of water for residential, municipal and industrial purposes and the generation of hydroelectricity. The District’s rights to its water are varied, with most constituting pre- 1914 water rights. NID’s mission is to provide a dependable water supply while striving to be a good steward of the watersheds and conserving available resources. The District manages and provides treated and raw water service for portions of Nevada, Placer and Yuba Counties. Additionally, NID provides hydro-electric power and recreation relating to the transmission and storage of water. NID has 7 treatment plants, 10 water supply reservoirs with a total storage capacity of 280,380 acre feet, and 7 hydroelectric generating plants, ranging in size from 0.3 megawatts to 39.6 megawatts, for total production capacity of 82.3 megawatts. For additional information including recent audited financial statements and adopted budgets, refer to www.nidwater.com. The District’s financial information is located under the “forms and documents” section.
III. SCOPE OF SERVICES
The Financial Advisor selected by the District will be responsible for providing a broad spectrum of services that will result in the successful execution of the financing. The scope of work required by the District may include, but is not limited to, the following:
• Advise and assist in the development, structure and timing of the issuance of the bonds
• Advise and assist in considering and structuring various modes of financing including but not limited to taxable bonds, credit-enhancement and revenue bonds/certificates of participation
• Advise on the amount, timing and nature of borrowings, as well as the credit structure, maturity schedule, call provisions and other items, as needed
• Assist on the merits of competitive, negotiated or private placement of the debt
• Assist staff in the selection of underwriting teams for a specific financing transaction
• Assist in the preparation of the official statements, notices of sale (competitive offerings) and other appropriate information to prospective bond and note investors
• Review legal documentation including closing documents and transcripts
• Review and analyze legislation that may have a financial impact on the District
• Manage competitive or negotiable sales process including analyzing bids, reviewing spreads, analyzing market levels, and clarifying syndicated roles with selected underwriter(s)
• Evaluate the terms and recommendation of acceptance, rejection or renegotiation with respect to sale bids or final pricing as applicable including confirmation of competitive bids
• Advise on such matters as bond registration, printing and other matters related to the settlement and delivery of the bonds or notes, as required
• Participate in meetings, as requested, relating to the issuance of bonds or notes
• Assist the District with forming and implementing a rating strategy to optimize the District’s credit ratings including preparing any presentation before rating agencies, or other parties as appropriate
• Provide ongoing information to NID staff regarding the activity status of the financing
• Assist with preparation of RFP/Qs and evaluation of proposals
• Attend meetings and make presentations to the Board of Directors as needed
• Resolve issues regarding the sale and issuance of bonds that are raised by prospective purchasers, rating agencies or public officials
Independence
The financial advisory firm selected will not be permitted to underwrite any of the District’s obligations.
IV. GENERAL PROPOSAL INFORMATION
1. Respondents are encouraged to carefully review this RFP in its entirety prior to preparation of their proposal response.
2. All proposal responses will become the property of NID.
3. Respondent may modify or amend its proposal response only if NID receives the amendment prior to the deadline stated herein for receiving proposals a statement of qualifications.
4. A proposal may be considered non-responsive if conditional, incomplete or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the proposal response.
5. Proposal Validity – Proposals must be valid for a period of at least 90 days from the closing date and time of this solicitation. Proposals may not be withdrawn after the submission date.
6. Pre-Contractual Expenses – NID shall not, under any circumstance, be liable for any pre-contractual expenses incurred by Respondents in the preparation of their Proposals. Respondents shall not include any such expenses as part of their Proposals. Pre-contractual expenses are defined as expenses incurred by the Respondent in preparing its Proposal in response to this solicitation; submitting that Proposal to NID; negotiating with NID any matter related to the Proposal; and, any other expenses incurred by the Respondent prior to the date of award and execution of an Agreement.
7. Right to Audit – Following execution of an agreement and for a period of three years following the completion of the services, NID will have the right to audit the successful Respondent’s (Awardee’s) invoices and all supporting documentation generated in performance of services under the agreement.
8. Confidentiality – Confidentiality of Proposals is subject to the following:
a. NID is subject to the Public Records Act, California Government Code Section 6250 et. seq. As such, all required submittal information is subject to disclosure to the general public.
b. Respondent may provide supplemental information exempt from public disclosure under Gov. Code § 6254, including “trade secrets” under Evidence Code § 1060. Such supplemental information shall not be material to the required submittal information and NID shall be under no obligation to consider such supplemental information in its evaluation.
c. If submitting confidential, supplemental information, such information shall be submitted on a different color paper than, and bound separate from, the rest of the submittal, and shall be clearly marked “Confidential.” Upon completion of its evaluation, NID will destroy any confidential, supplemental information submitted, or return such information to Respondent if so requested.
9. NID reserves the right to:
a. Reject any or all Proposals;
b. Select the Proposal most advantageous to NID;
c. Verify all information submitted in the Proposal;
d. Withdraw this solicitation at any time without prior notice and furthermore, makes no representations that any contract will be awarded to any Respondent responding to this solicitation;
e. Award its total requirements to one Respondent or to apportion those requirements among two or more Respondents as NID may deem to be in its best interests;
f. Negotiate the final contract with any Respondent(s) as necessary to serve the best interests of NID;
g. Amend this solicitation;
h. Amend the final contract to incorporate necessary attachments and exhibits or to reflect negotiations between NID and the successful Respondent
V. ANTICIPATED PROPOSAL SCHEDULE
Solicit proposals NID May 3, 2011
Last day for Firms comments or questions Proposing Firms May 17, 2011
Response to Firms comments/questions NID May 19, 2011
Proposals due Proposing Firms May 24, 2011
Interviews NID/Selected Firms TBD
Staff’s Recommendation NID June 8, 2011
Notice of Recommended Award NID June 8, 2011
VI. RESPONDENT QUESTIONS, REQUESTS FOR CLARIFICATION & EXCEPTIONS
In the event that the Respondent has any questions, requests for clarification, or wishes to take any exceptions regarding any part of this solicitation or its attachments, the Respondent should notify NID’s Finance Manager by email with their concerns no later than May 17, 2011, as noted above. NID’s responses will be delivered in the form of an addendum to this solicitation.
So that all Respondents will continue to have a fair and equal opportunity in this solicitation, an exception(s) will only be considered to correct errors or if all proposals submitted take exactly the same exception(s). NID’s consideration of any exception shall not, in any way, be construed as NID’s intent to grant said exception. Exceptions will be evaluated on a case-by-case basis and will be granted only to correct errors in the documentation or when it is deemed to be in the best interest of NID.
VII. PROJECT ADMINISTRATION
Questions regarding any aspect of this solicitation should be directed to NID’s Project Manager via email ONLY. The Project Manager for this engagement is:
Project Manager: Marie G. Owens, CPA
Finance Manager
Email: owens@nidwater.com
VIII. PROPOSAL INSTRUCTIONS
A. Packaging
Proposals shall be enclosed in a sealed package(s). Respondent’s name and address shall appear in the upper left-hand corner of the package. All Proposals shall be identified with “RFP- Financial Advisory Services” legibly written on the outside of the package(s). If multiple packages are submitted, each package must be legibly numbered (i.e., 1 of 3, 2 of 3, etc).
B. Submittal
1. Respondent shall submit five (5) hard copy proposals, and one (1) separate CD ROM containing the Proposal in a PDF or WORD format to the following address:
Nevada Irrigation District
Attention: Marie G. Owens
1036 West Main Street
Grass Valley, California 95945
2. Proposals are due no later than 1:00 PM Pacific time May 24, 2011. Proposals received after the deadline will not be considered.
3. NID will not be responsible for submittals that are delinquent, lost, miss-marked, sent to an address other than the address provided above, or sent by mail or courier service and not signed for by NID.
C. Response Requirements
1. The information requested below will be used to evaluate the Respondent’s Proposal. Respondents may be deemed non-responsive if they do not respond to all Sections, a through h (listed below).
2. Proposals must be prepared simply and economically, providing a straightforward, concise description of experience, methodology and approach to satisfy the requirements of this solicitation. Emphasis should be on completeness and clarity of content with sufficient detail to allow for accurate evaluation and comparative analysis. Proposals shall be limited to 20 pages, exclusive of Executive Summary Letter, table of contents and any exhibits.
3. The hardcopy Proposals shall be organized in separate sections tabbed with corresponding letters and/or related headings in the order presented below:
a) Executive Summary Letter
b) Acceptance
c) Statement of Insurance Compliance
d) General Firm Information / Minimum Requirements
e) Relevant Experience
f) Relevant Firm and Assigned Personnel Experience
g) Firm Approach
h) Fees
a) Executive Summary Letter
This letter shall be a brief formal letter from Respondent that provides information regarding the firm and its ability to perform the requirements of this solicitation. This letter must include the following information: complete legal company name (as it should appear in a contract), address, contact person, telephone number, and email address. This letter shall identify all materials and enclosures being forwarded in response to this solicitation.
Responses to this RFP shall be valid for a minimum of 90 days. Submissions not valid for at least 90 days will be considered non-responsive. The Respondent shall state the length of time for which the submitted proposal shall remain valid. The letter must be signed by an individual authorized to bind the proposing entity or by the two corporate officers authorized to bind the proposing entity as set forth in the California Corporations Code. A proposal submission with an unsigned Executive Summary Letter may result in the proposal being considered non-responsive.
b) Proposal Authorization
Proposal authorization language (APPENDIX A attached) has been attached to this solicitation. The exact language and information requested shall be submitted with the Respondent’s proposal.
c) Statement of Insurance Compliance
Respondent shall state herein their willingness and ability to provide the required insurance coverage and Acord insurance form. Insurance requirements are listed in Section X herein and in the Sample Agreement (APPENDIX B). NID will request the actual Acord insurance form and associated documentation when recommendation for award is made.
d) General Firm Information
Include a brief history of the firm, the size of the firm, the type of the services the firm is specializing in, the size of the firm’s staff dedicated to public finance, the location of the office from which the work on this engagement is to be performed and the telephone number, email address of the person who will be in charge of this engagement.
The proposal should describe any engagement which may interfere with your firm’s ability to provide independent and unbiased advice to the District. Provide a brief description of litigation pending against your firm with respect to municipal securities matters. Describe any public finance transaction during the past five years in which your firm was removed or asked to resign from the financing.
If selected, Respondent may be requested to submit a complete financial statement for the two most recent years, prepared in accordance with generally accepted accounting principles. The financial statement must include a balance sheet and income statement. Respondent must be prepared to substantiate all information provided. Respondent must indicate herein Respondent’s willingness to provide this information.
e) Relevant Experience
For the firm’s office that will be assigned responsibility, list the most significant engagements (maximum of three) performed in the last two (2) years that are similar to the engagement described in this request for proposal. Provide indicate the following information:
• Client name and address
• Client contact name, telephone and fax number, and email address
• Brief description of services provided
• Length of the engagement
• Name of key personnel of your team that participated on the engagement and their specific responsibilities
• Total estimated issuance costs (financial advisory, underwriting and bond counsel fees) by engagement
f) Relevant Firm and Assigned Personnel Experience
The proposal should provide a brief description of your firm and its relevant experience as financial advisor in matters pertaining to public finance, experience with municipal water agencies in California, short-term and long term financings (including Build America Bonds) and experience with derivative products. Also, describe your familiarity with working on recycling and desalination facilities.
The proposal should describe the qualifications and relevant experience for all personnel and other specialists who will be assigned to this engagement. The description should also include their role and responsibilities including identifying the lead financial advisor who will be the individual charged with the day-to-day responsibility for this engagement. Provide brief resumes for each emphasizing recent relevant municipal utility financing experience. (Resumes may be included as an appendix).
g) Firm Approach
The proposal should describe your approach to this assignment. In particular, how does your firm approach a new financing? Are there any particular characteristics of your firm that NID would benefit from as NID addresses its new money financing needs as well as on-going debt administration costs over the next few years? Describe your firm’s involvement to mitigate risk while achieving a low cost of borrowing. Describe other issues your firm believes are relevant to the District in selecting financial advisory services.
h) Fee
Please provide a rate/fee schedule required to be billed based on non-transactional and transactional work based on the following criteria:
Non-transactional work relates to specific tasks as assigned by district staff to assist NID and would be charged on a time & material basis. Examples of this work may include evaluating new debt and the impact on an agency, provide market information and the related analysis, review of debt and swap policies and financial planning. Please provide your firm’s rate schedule. Please note that all expense reimbursements will be charged against the contract.
Transactional work is categorized as a bond financing transaction for new bond proceeds or restructures existing debt; the fee associated with this work would be brought before the Board at that time of the financing transaction as part of the Cost of Issuance. The cost may vary depending on the complexity of the transaction and whether the District incorporates the use of a derivative. Please provide your proposed transaction fee for New Money (fixed and variable, if different), Refunding (fixed and variable, if different), escrow restructuring, swap or derivatives or other anticipated transactional types not described here.
IX. SELECTION PROCESS
NID staff will review the proposals and consider the following factors to select the most qualified firms to interview.
• Experience in providing consulting services to complex Issuers;
• Knowledge and experience in structuring and analyzing large complex issues;
• Ability to conduct competitive selection processes to obtain investment products and financial services;
• Experience and reputation of assigned personnel;
• Fees and expenses
The interview will afford the Respondent an opportunity to present the key personnel assigned to the engagement and discuss their qualifications. The selection panel may ask questions about the Respondent’s written Proposal and other issues regarding their proposed Scope of Services. Interview presentations will be evaluated.
A successful Respondent will be selected for recommendation of contract award. The selection committee will recommend the firm that provides the best overall value to NID. Contract award may be subject to the approval of NID’s Board of Directors.
By submitting responses to this solicitation, respondents understand and agree that NID may award a contract to the firm whose approach exceeds or varies from the requirements listed. NID will be the sole judge of which proposal best satisfies the needs of NID.
Negotiations regarding agreement terms, conditions, scope of services, and pricing may or may not be conducted with the selected Respondent. Therefore, Proposals submitted should contain the Respondent’s most favorable terms and conditions, since the selection and award may be made without discussion with any Respondent. If NID engages the Respondent in negotiations and satisfactory agreement provisions cannot be reached, then negotiations may be terminated. NID may elect to contact another firm submitting a Proposal. This sequence may continue until an agreement is reached.
X. SAMPLE AGREEMENT AND INSURANCE REQUIREMENTS
A Sample Agreement has been attached (APPENDIX B) for your review. This agreement is representative of the agreement that will be executed upon award to the successful bidder. Submission of your proposal in response to this RFP constitutes your acceptance of all terms and conditions set forth in this sample agreement.
The successful firm shall procure and maintain, for the duration of the agreement insurance against claims for injuries to persons or damages to property arising from or in connection with the performance of the work performed. The successful bidder shall provide the following coverage:
Commercial General Liability $1,000,000 each occurrence; $2,000,000 aggregate
Business Automobile Liability $1,000,000 each occurrence; $2,000,000 aggregate
Workers’ Compensation Statutory limit
Professional Liability $500,000
Prior to the start of work, the selected firm shall provide evidence of insurance from an insurer(s) certifying to the coverage, including an endorsement naming NID as an additionally insured. For a complete description of the insurance requirements, please see ARTICLE X (page 5) of the Sample Agreement (APPENDIX B).
APPENDIX A – Proposal Authorization
APPENDIX B – Agreement for Consulting Services
APPENDIX A
PROPOSAL AUTHORIZATION
(Please provide this exact information on your letterhead)
I certify I am authorized to submit a binding proposal on behalf of my company, (enter company name), and this proposal conforms to the required specifications unless otherwise noted.
____________________________________________
Company Name
____________________________________________
Proposal submitted by
____________________________________________
Title
____________________________________________
Signature
____________________________________________
Date
____________________________________________
Email
____________________________________________
Telephone Number
____________________________________________
Facsimile Number
APPENDIX B
NEVADA IRRIGATION DISTRICT
AGREEMENT FOR CONSULTING SERVICES
(Required for Contracts anticipated to exceed $10,000)
Project
This AGREEMENT, made and entered into this day of , 2011 by and between NEVADA IRRIGATION DISTRICT, hereinafter referred to as the “DISTRICT”, and CONSULTANT, hereinafter referred to as the “CONSULTANT”.
WITNESSETH
WHEREAS the DISTRICT requires consulting services for the type of work (such as engineering) services as outlined in the scope of work for the Project name Project (the “Project”); and
Or
WHEREAS CONSULTANT has the necessary experience to assist DISTRICT in the provision of a variety of planning, scientific and environmental services as outlined in the scope of work for the Project name Project (the “Project”); and
WHEREAS the CONSULTANT, on Date, submitted to DISTRICT a proposal to provide such consulting services (the “proposal”) (remove if not needed); and
WHEREAS, Consultant’s proposal provided detailed information on the general approach to be followed by the CONSULTANT, including the scope of work, personnel to be assigned to the work, sub-consultants, a budget, and a schedule(remove if not needed); and
WHEREAS, the CONSULTANT will insure that the personnel assigned to the Project will be duly licensed as ___________ and will possess the necessary expertise, experience and qualifications to qualify as experts in the field of as a _________ (such as registered Professional Engineers in the State of California, Professional land surveyor, environmental scientist, planning services, or financial advisor).
WHEREAS, DISTRICT wishes to engage the services of Consultant in accordance with the proposal.
NOW, THEREFORE, the DISTRICT and the CONSULTANT, for the consideration hereinafter named, agree as follows:
ARTICLE I – CONSULTANT’S SERVICES: The CONSULTANT shall perform services requested by the DISTRICT as directed by a written TASK ORDER from the DISTRICT, a copy of which is attached hereto as EXHIBIT “A” and incorporated herein by this reference. Each TASK ORDER shall outline the scope of services to be performed, state the time within which the work is to be completed, delineate any special conditions, state the fee or the method of determining the fee, state the time of payment of the fee, delineate any special conditions, state the fee or the method of determining the fee and authorize the CONSULTANT to proceed, and be executed by an authorized representative of Consultant. Subsequent task orders may be executed after the date of this agreement as amendments. Once approved, executed, and upon written acceptance by CONSULTANT of TASK ORDERS from the DISTRICT said TASK ORDER shall constitute an authorization to CONSULTANT to proceed in accordance with its terms.
ARTICLE II – CONSULTANT’S FEE: For services performed under a TASK ORDER, the CONSULTANT shall be compensated on a time-and-material basis with a not-to-exceed limit, or on a fixed-fee basis, as delineated in the TASK ORDER.
All work performed on a time-and-material cost basis will be reimbursed in accordance with the compensation schedule set forth in EXHIBIT “B” attached hereto and incorporated herein by this reference. Consultant will provide accurate time sheets and submit those time sheets with each pay request to the district.
Compensation shown on Exhibit “B” will remain in effect until at least Date. After that date, if a change in hourly charges occurs, the CONSULTANT will file with the DISTRICT the updated charges for DISTRICT approval. CONSULTANT shall provide not less than thirty (30) days advanced notice of the effective date of such changes. Any changes to be applied to outstanding time and material TASK ORDERS shall not be effective unless approved by DISTRICT The DISTRICT shall not unreasonably withhold or delay approval of reasonable changes. Changes in hourly charges shall not apply to fixed fee TASK ORDERS. Nothing in this Paragraph shall limit DISTRICT’S rights to terminate this AGREEMENT without cause under ARTICLE V. Notwithstanding the foregoing, changes in the compensation schedule shown in Exhibit B will not be made more frequently than annually.
If the task order carries a not-to-exceed limit, that limit shall not be exceeded without prior approval of the DISTRICT. The CONSULTANT shall not undertake assignments, either directly or indirectly, from DISTRICT if CONSULTANT believes such assignment represents work outside the scope of work contained in the approved TASK ORDER without first notifying DISTRICT in writing of such beliefs and without receiving written authorization to proceed with such out-of-scope work. CONSULTANT shall, if requested by DISTRICT, provide personnel to appear before DISTRICT’S governing body and/or a committee thereof regarding any claims of additional compensation, or a claimed exceedance of the not-to-exceed amount. Such appearance(s) and preparation therefore shall not be claimed as additional work or work outside the scope of assigned tasks.
ARTICLE III – PAYMENT FOR SERVICES: For services performed under a time-and-material, or a fixed-fee basis, the CONSULTANT will invoice the DISTRICT on a monthly basis. Invoices for payments covered by time-and-material not-to-exceed task orders shall include, along with the current billing amount, the total amount billed previously, and the amount remaining on the not-to-exceed amount. Payments covering fixed fees task orders will be based on percent complete of the task orders.
Payment to the CONSULTANT is due and payable upon submission of each invoice. If payment is not made within 21 calendar days after the date of the invoice is received and accepted by the District, interest on the unpaid balance thereof will accrue, from the last day of the month in which payment was due, at the rate of 6 percent per annum and become due and payable at the time said delayed payments are made by the DISTRICT. If the DISTRICT fails to pay the CONSULTANT in full within 60 days from receipt of an invoice, the CONSULTANT may suspend its performance of the services until all outstanding invoices have been paid in full by the DISTRICT.
ARTICLE IV – COMPLETION OF SERVICES: The CONSULTANT agrees that he will do all work within the time required of him as set forth in each TASK ORDER, but it is agreed between the parties to this AGREEMENT that the CONSULTANT cannot be responsible for delays occasioned by factors beyond his control. Delays caused by actions or inactions of CONSULTANT’S employees, or sub-consultants or suppliers to CONSULTANT shall not, in and of themselves, be considered factors outside the control of CONSULTANT.
ARTICLE V – TERMINATION OF AGREEMENT: The DISTRICT may terminate this AGREEMENT without cause by giving 15 days written notice to CONSULTANT provided, however; the CONSULTANT shall be compensated for all work done to the date of the termination, computed on a time-and-material cost basis beginning from the last paid invoice. Nothing herein shall deprive DISTRICT of its right to set off its damages against amounts claimed by CONSULTANT in the event of termination for cause.
Upon the request of the DISTRICT, all work accomplished prior to termination shall be the property of, and be given to, the DISTRICT. If no notice of termination is given, relationships and obligations created by this AGREEMENT shall be terminated upon completion of the applicable requirements of this AGREEMENT.
ARTICLE VI – CONSULTANT’S RESPONSIBILITY AND STANDARD OF CARE: The CONSULTANT agrees that CONSULTANT’S services shall be performed to the standard of an expert in the field for which the consultant was retained.. Notwithstanding the foregoing, the parties agree that estimated construction costs furnished by the CONSULTANT are estimates only, and the CONSULTANT is not retained to provide a guaranteed cost of construction and is not responsible for fluctuations in cost factors.
CONSULTANT shall at all times employ qualified, experienced, employees and sub-consultants in the performance of this AGREEMENT. Consultant will be responsible for compliance with all applicable laws, rules and regulations governing the employment of personnel engaged by Consultant, including personnel employed by any of Consultant’s sub-consultants, including without limitation the payment of prevailing wages applicable to public works projects, and it is agreed that District makes no representation regarding the applicability of such laws to such employees, it being understood that District is relying on the expertise of Consultant to determine the scope and applicability of such laws. Without limitation on scope of the indemnity in Article X below, Consultant shall indemnify and hold District harmless from all claims, demands, and penalties arising from the failure of Consultant, or any sub-consultant, to compensate employees in accordance with applicable wage laws, rules, and regulations. Nothing herein shall restrict Consultant from contesting the determination of the State of California regarding the applicability of such laws.
ARTICLE VII – EXPERT TESTIMONY: It is agreed that, in the event of any legal or other controversy where the DISTRICT requests the services of the CONSULTANT in providing expert testimony in connection with this project, except to the extent such suits or claims by third parties against the DISTRICT arise out of errors or omissions of the CONSULTANT, the DISTRICT shall pay the CONSULTANT for expert witness services and testimony rendered in regard to such legal or other controversy, including costs of preparation for the controversy, on a time-and-material basis in addition to other sums of money payable under this AGREEMENT.
ARTICLE VIII – CONFIDENTIALITY: If either party discloses information that is clearly identified in writing as proprietary or confidential, the party receiving such information shall keep it in confidence and shall not furnish or otherwise disclose it to any third party during or after completion of the services. No information shall be designated as confidential, and neither party shall be obligated to maintain the confidentiality of such information, if:
i. The information is independently developed by the receiving party without the utilization of the confidential or proprietary information;
ii. The information is or becomes public knowledge without the fault of the receiving party;
iii. The information is or becomes available to the receiving party from another source without any legal obligation to protect such information; or
iv. The information is considered a public record under the California Public Records Act or is otherwise disclosed pursuant to a governmental or legal requirement.
ARTICLE IX – INDEPENDENT CONTRACTOR: Consultant enters into this agreement as an independent contractor and not as a DISTRICT employee. Nothing in this agreement shall be inconsistent with this relationship or status.
ARTICLE X – INDEMNIFICATION AND INSURANCE REQUIREMENTS OF CONSULTANT: The CONSULTANT agrees to protect, defend, and indemnify the DISTRICT, its officers, and employees from claims or damages sustained by any person, including employees of the parties hereto, arising from the negligent acts, errors, or omissions of the CONSULTANT or anyone employed by the CONSULTANT, including any sub-consultant, while engaged in the performance of this AGREEMENT. Before beginning work under this AGREEMENT, the CONSULTANT shall provide the DISTRICT with a certificate of insurance, and if requested by DISTRICT copies of the policies of insurance, demonstrating CONSULTANT maintains the following insurance coverage with the minimum limits of liability shown, insuring the CONSULTANT, its officers, and employees. All such insurance shall be maintained throughout the term of this Agreement.
(a) Workmen’s compensation insurance with statutory limits;
(b) Commercial general liability insurance, excluding automobile, with a combined single limit of not less than $1,000,000 each occurrence and $2,000,000 aggregate, with a company or companies acceptable to the DISTRICT;
(c) Automobile bodily injury and property damage liability insurance with a combined single limit of not less than $1,000,000 each occurrence and $2,000,000 aggregate. Such insurance shall cover liability arising out of the use by the CONSULTANT of owned, non-owned, and hired automobiles in the performance of the engineering services hereunder.
(d) CONSULTANT’S professional liability insurance of not less than $500,000 each claim and shall cover legal liability for any negligent act, error, or omission.(Note can be removed depending on the consultant)
The CONSULTANT shall include all subcontractors as additional insured under the required policies listed above, or shall furnish certificates and signed endorsements for separate policies for each subcontractor.
Insurance coverage provided under (b) and (c) above shall name the DISTRICT and its officers and employees as additional insureds. The CONSULTANT will furnish the DISTRICT with signed endorsements to these policies. Insurance furnished in compliance with the above shall be with an insurance company authorized to do business in the State of California.
ARTICLE XI – ADDITIONAL PROVISIONS: Any and all alterations, modifications, changes, or additions to the terms and provisions of this AGREEMENT that may affect the liability, duties, or responsibilities of either party thereto is not valid and shall not be effective without first receiving written consent to such change, alteration, modification, or addition from the other party.
ARTICLE XII – PROPRIETARY DATA – All information, data, or systems (“work”) will be provided such that they will stand alone, such that the work does not require purchase of other information, programs, or systems necessary to use the work for the needs of the District. Consultant shall advise District in advance of undertaking any work if any propriety system is to be used by Consultant. If such notice is not given, no the system, programs, or method used by the Consultant shall not be deemed proprietary. If a propriety system is used, a minimum of one copy of the information or program will be provided with the contract unless District already has the system or more than one copy is provide with the contract.
ARTICLE XIII – MARK UP AND REIMBURSEMENTS – If a markup is to be applied to reimbursements and overhead as part of Consultant’s proposal, CONSULTANT will be compensated for such reimbursement and overhead markup applied to direct or indirect expenses as shown below:
(a). District will pay a maximum of 5 percent mark up, including mark up applied to any contract for subcontractors, or unless a lower markup is specified in the proposal. This 5 percent is not cumulative in that the District will not pay mark up on mark up. Bids/proposals shall provide these costs in the bid/proposal provided to the District. If such costs are not included at that time, they shall not be charged during the course of the work.
(b). District will not pay CONSULTANT for out of pocket expenses such as travel, meals, and incidentals. District will pay for reproducing of documents, copying costs, postage, and courier delivery at the rate and quantity described in the proposal.
(c). Products purchased or provided by the Consultant at the District’s request such as software, hardware and supplies will be billed at cost plus applicable shipping, handling, and taxes, without markup.
ARTICLE XIV- LEGAL NOTICES: Any legal notice hereunder to the respective parties indicated shall be sufficient if given in writing mailed via registered or certified mail, postage prepaid, addressed as respectively indicated, or at such other place as the applicable party may from time to time designate by written notice. Notice shall be deemed given upon deposit in the US Mail.
A. To the CONSULTANT addressed to: B. To the DISTRICT addressed to:
Consultant Ron Nelson, General Manager
Nevada Irrigation District
1036 West Main Street
Grass Valley, CA 95945-5424
ARTICLE XV – SUCCESSORS AND ASSIGNS: CONSULTANT agrees and understands that DISTRICT is retaining the services of CONSULTANT based on the unique experience and expertise of CONSULTANT and the professional experience and expertise of the personnel, including sub-consultants, who CONSULTANT has advised DISTRICT will be assigned to the Project. Consultant has studied the project as part of its proposal and commits that it has the staff and resources to complete the project. Therefore, CONSULTANT shall not assign its interest in this Agreement, nor voluntarily change, reassign, or redeploy those key personnel and sub-consultants assigned to the Project, without the express, prior approval of DISTRICT, which approval shall be within the District’s sole and unlimited discretion. Subject to such rights of the DISTRICT and limitations on assignment by CONSULTANT, this AGREEMENT shall be binding upon the heirs, successors, executors, administrators, and assigns of DISTRICT and CONSULTANT. No assignment by CONSULTANT shall relieve CONSULTANT of its obligations hereunder without the express, written release, of DISTRICT.
ARTICLE XVI – INTEGRATION: These terms and conditions are intended by the CONSULTANT and the DISTRICT to constitute the final and complete statement of their agreement, and all prior proposals, communications, and understandings relating to the subject matter of this AGREEMENT are hereby superseded. No modification or amendment of this AGREEMENT shall be effective unless the same is in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this AGREEMENT, in duplicate, on the respective dates indicated below.
DISTRICT CONSULTANT
By By *
Ron Nelson, General Manager Consultant
Nevada Irrigation District
Date Date
Print Name
Title
*Attach Resolution authorizing individual to execute agreements on behalf of a corporation, and Corporate Tax Identification Number or, if sole propriety, provide a W-9 form.
CONSULTING ENGINEERING SERVICES
Project
TASK ORDER NO. 1
The District hereby requests and authorizes the CONSULTANT to perform the following services:
SCOPE OF SERVICES:
TIME FOR COMPLETION:
SPECIAL CONDITIONS:
FEE FOR SERVICE AND METHOD FOR DETERMINING FEE:
Time and materials per attached Schedule of Billing Rates (Exhibit B) not to exceed amounts set forth in Consultant’s proposal described under scope of services.
Services covered by this task order shall be performed, and payment for such services shall be made, all in accordance with that AGREEMENT between DISTRICT and CONSULTANT dated __________________.
Approved for DISTRICT
By
Ron Nelson, General Manager
Nevada Irrigation District
Date Approved for CONSULTANT
By
Consultant
Date