2025 Triennial Environmental Services RFQ.pdf

August 14, 2025

Shasta County

DEPARTMENT OF PUBLIC WORKS

1855 PLACER STREET

REDDING, CA 96001-1759

530.225.5661 530.225.5667 FAX

800.479.8022 California Relay Service at 700 or 800.735.2922

C. TROY BARTOLOMEI, DIRECTOR

JOHN A. HEATH, ASSISTANT DIRECTOR

KEN D. CRISTOBAL, DEPUTY

SHASTA COUNTY DEPARTMENT OF PUBLIC WORKS

REQUEST FOR QUALIFICATIONS FOR

ENVIRONMENTAL AND CULTURAL ASSESSMENT SERVICES

DUE: September 26, 2025, at 3:00 P.M.

A. Introduction

Shasta County Department of Public Works ("County") is seeking a qualified consulting firm to perform environmental and cultural assessments and prepare related repmis and other documents as needed for CEQA and NEPA processes and pursuit of state and federal permits.

This work will be on an as-needed basis and will primarily involve non-federal aid public works maintenance and construction projects. Typical work will include preparation of biological, aquatic, and cultural resource assessments; preparation of permitting applications and associated documents; and on-site monitoring during select maintenance and construction activities. This Request for Qualifications ("RFQ") is intended to establish the specifications, terms, and conditions governing the selection of a consultant ("Consultant") to provide these services.

B. Background

The County carries out various public works projects and maintenance activities using local funding sources. Depending on the nature and scope of the project, varying levels ofregulatory compliance is required, ranging from CEQA and/or NEPA related assessments and determinations, to pursuit of state and federal permitting documents.

For services anticipated by this RFQ, the Consultant will be required to possess an in-depth understanding of various environmental and cultural statutes, codes, and laws, as well as the procedures and permitting requirements of various state and federal agencies. Applicable statutes, codes, and laws include, but are not limited to: California Environmental Quality Act, National Environmental Protection Act, Clean Water Act, Rivers and Harbors Act, Federal Endangered Species Act, Migratory Bird Treaty Act, National Historic Preservation Act, California Fish and Game Code, California Endangered Species Act, Porier-Cologne Water Quality Control Act, and the California Code of Regulations. Typical permitting documents include but are not limited to: Clean Water Action Section 404 permits and Section 401 ceriifications, California Depariment of Fish and Wildlife Lake and Streambed Alteration Agreements and California State Water Resources Control Bomd Waters of the State pe1mits.

Page 1 of 8 FCN 060210

Environmental and Cultural Assessment Services RFQ August 14, 2025

The Consultant will have strong, demonstrated experience performing biological, aquatic, cultural assessments and preparing permitting documents for review by state and federal resource agencies.

C. Scope of Work

Biological and Aquatic Services

1. Perform assessments, surveys and studies and prepare related documents as necessary to fully describe a proposed activity's environmental setting from a biological and aquatic resources perspective, identify potential impacts to identified resources and propose mitigations for identified impacts. Typical types of studies, or their equivalents, will include, but not be limited to, Natural Environment Studies, Biological and Aquatic Resource Assessments and Aquatic Resource Delineations.

2. Assist County with resource and permitting agency consultations and soliciting and responding to comments from resource agencies and the public.

3. Conduct qualified on-site biological and aquatic resource monitoring during construction and maintenance activities as required by, and in accordance with, applicable state and federal permit documents.

Cultural Services

1. Perfmm assessments, surveys and studies and prepare related documents as necessary to fully describe a proposed activity's cultural setting and associated resources, identify potential project impacts to identified resources and propose mitigations for identified impacts. Typical types of studies, or their equivalents, will include, but not be limited to, Cultural, Prehistoric, Historical and Built-Environment Resource Evaluation Reports.

2. Assist in Native American consultations.

3. Assist in National Historic Preservation Act Section 106 consultations.

4. Assist with resource and permitting agency consultations and soliciting and responding to comments from resource agencies and the public.

5. Conduct qualified on-site cultural resource monitoring during construction and maintenance activities as required by, and in accordance with, applicable state and federal pe1mit documents.

This scope of work identifies the major project considerations as initially identified by the County. Additional services may be required. It is anticipated that the agreement scope of work will be generalized and, as individual services are required, the exact scope and nature of each individual assignment will be agreed in writing.

Page 2 of 8 FCN 060210

Consultant shall be properly ce1iified and licensed under the laws and regulations of the State of California to provide the services solicited herein.

D. County Duties

1. On an as-needed basis, notify Consultant of required tasks, providing full information on specific requirements and budget and scheduling limitations.

2. Provide existing maps, drawings, specifications, data, or any other information contained in County archives needed by Consultant in executing their responsibilities.

3. Per assignment, designate a representative who is authorized to act in County's behalf.

E. Statement of Qualifications

The Statement of Qualifications (SOQ) must include the following items:

1. Cover/Transmittal Letter. This letter shall be signed by a member of the firm with the authority to commit to an agreement on behalf of the firm submitting the Statement of Qualifications. Please acknowledge the receipt of any addenda issued, if applicable.

2. Aclmowledgement of Scope of Work and Qualifications. Provide an acknowledgement of the scope of work and list your firm's qualifications to provide the requested services. If you know you'll be sub-contracting any of the work, please note the type of work that will be sub-contracted and include the name and qualifications of anticipated sub-consultants.

3. List of Responsible Personnel. List the Principal-in-Charge, and others who will be directly involved with pursuit of the work. Provide a concise statement of qualifications and experience of each key person listed. The experience and role of personnel involved with Item 4, "Description of Related Experience," shall be emphasized. Include anticipated sub-consultants, if any, listing their names, addresses, phone numbers and key staff.

4. Description of Related Experience. Include descriptions of work in progress or completed in the last five years that is comparable to the scope of work. Include references with names, addresses, and phone numbers.

5. Acknowledgement of Review of Standard Personal Service Agreement. The respondent selected to provide the requested scope of services shall be retained under County's standard personal services agreement format ("agreement"). A sample of this agreement is attached to this RFQ as Attachment A. Include a written acknowledgement that the sample agreement was reviewed. If any portion of the agreement is unacceptable to the respondent, the acknowledgement shall note the respondent's exception.

Page 3 of 8 FCN 060210

F. Fee Proposal

The Fee Proposal will be a rate schedule showing the applicable rates and charges ordinarily incurred during pursuit of the services anticipated by the scope of work including, but not limited to, direct personnel rates, overhead rates, equipment and vehicle charges, mobilization, travel and per diem charges, office and reproduction charges, and sub-contracting/outside services mark-ups.

Present in a separate electronic "envelope" the Fee Proposal for consulting services as described in the scope of work. The estimated fee shall be submitted in "Envelope 2 - Pricing," and will not be opened by County until the technical review of the SOQ has been completed. Do not state your fee/cost for services anywhere in the body of your SOQ.

Upon selection of a Consultant and pursuit of the work, County and Consultant shall confer on the scope and anticipated cost of individual assignments and shall agree in writing on completion/milestone dates and not-to-exceed costs computed on time and materials basis utilizing the rates and charges presented in the Fee Proposal.

G. Submittals

Qualifying submittals must include a Statement of Qualifications and a Fee Proposal.

All submittals shall be typed, single-sided and limited to 20 pages, excepting cover and index sheets, blank pages, and table of contents. Only the specifically requested information shall be submitted.

The SOQ shall be submitted electronically in "Envelope 1 - Statement of Qualifications" via bidnetdirect.com no later than 3:00 p.m. on Friday, September 26, 2025. Access to bidnetdirect.com is available at http://www.bidnetdirect.com/california/shastacounty. Late SOQ will not be accepted.

H. Terms and Conditions

All submittals will become the sole property of the County. The County cannot guarantee that the submittals will remain confidential. At such time as a Consultant is selected, and an agreement is executed, all submittals become a matter of public record, with the exception of those parts of each submittal that are clearly designated as business or trade secrets and marked as "confidential" or "proprietary." The County, however, shall not in any way be liable or responsible for the disclosure of any such records or any part thereof if disclosure is required under the Public Records Act (Gov. Code, §6250 et seq.) or pursuant to law or legal process.

All respondents understand and agree that their submission of RFQ documents shall constitute acknowledgment and acceptance of, and intent to comply with, all the terms and conditions contained in this RFQ. The dete1mination of the compliance with the te1ms and conditions of this RFQ shall be in the County's sole judgment and its judgment shall be final and conclusive.

Page 4 of 8 FCN 060210

By paiiicipating in this RFQ, respondent agrees not to make any claims for, or have any right to, damages because of any misunderstanding or misrepresentation of the terms and conditions of the RFQ, or because of any misinformation or lack of infmmation.

I. Evaluation and Selection

Statements of Qualifications will be evaluated by a review committee (Committee) comprised of County and County-designated personnel. The Committee will score and then rank the respondents based on the Statement of Qualifications scoring.

The following items will be used to assist in the scoring of the Statement of Qualifications:

• Understanding of the work to be done (25%).

• Experience with similar kinds of work (25%).

• Quality of staff for work to be done (25% ).

• Demonstrated technical ability (25%).

After ranking the respondents, the Committee will examine the Fee Proposal from the top ranked respondent. If, in the opinion of the County, that Fee Proposal is unacceptable, the County will attempt to negotiate acceptable changes. If in the opinion of the County the negotiations are unsuccessful, the County will open the Fee Proposal from the next-ranked respondent and either accept the Fee Proposal as-is or attempt to negotiate reasonable changes. This process will be repeated until, in the judgment of the County, a respondent is arrived at that is best qualified to perform the requested services at the most reasonable cost. The County is not obligated to accept any of the submissions or to enter into an agreement with any of the respondents.

J. Award of Agreement

1. The County reserves the right to negotiate the terms of the agreement for this project with one or more respondents. If only one respondent responds to this RFQ, the County may, at its sole discretion, enter into negotiations with that respondent or te1minate the RFQ process. Upon completion of the evaluation period, the County shall notify the respondent(s) who will be considered for further evaluation and negotiation. All respondents so notified may be requested to make presentations and, if necessary, shall negotiate in good faith in accordance with direction from the County. Any delay caused by respondent's failure to respond to direction from the County may lead to a rejection of the submission.

2. County may, in its sole discretion, determine not to enter into negotiations with any respondents or with all respondents. Once negotiations with a particular respondent are te1minated, County will not reopen negotiations with that respondent.

Page 5 of 8 FCN 060210

3. Notwithstanding anything to the contrary in this RFQ, the County reserves the right to award the agreement to the respondent whose submittal is determined by County, in its sole discretion, to be in the best interest of County. The respondent with the lowest price will not necessarily be selected.

4. If a respondent is selected and an agreement negotiated with that respondent, County shall issue to each respondent written notice advising them of County's intent to award the agreement to the selected respondent ("Notice oflntent to Award") and offering the opportunity to protest or object. County shall consider any protest or objection to the award of the agreement pursuant to this RFQ, provided that it is submitted in writing and received by County's contact person at the address listed in the RFQ within 10 calendar days of the date stated on the Notice of Intent to Award. The protest shall identify all basis on which the protest is based. Any protest or objection will be considered by the Public Works Director or their designee, whose decision regarding the protest or objection shall be final and conclusive.

5. The agreement may be executed by County after the expiration of the time period to protest or object, or after a final decision on any protest or objection, whichever is later.

6. If the County determines to award the agreement, a personal services agreement will be sent to the successful respondent for execution. No submission shall be binding upon the County until the agreement is signed by duly authorized representatives of the selected respondent and the County.

K. Reservation of Rights by the County

Notwithstanding any other provisions of this RFQ, County reserves the right, in its sole discretion to:

1. Accept or reject any or all submissions, or any part thereof.

2. Reject any submission for failure to conform to the provisions of this RFQ.

3. Waive any minor defects or i1Tegularities in any submission.

4. Negotiate with one or more respondents.

5. Solicit new submissions on the same project or on a modified project that may include portions of the original proposed scope of work as in the best interest of the County.

6. Terminate the RFQ process.

L. Cost of Preparation of Submission

Initiation of this RFQ does not commit the County to finalize an agreement with a respondent.

The County will not pay costs incurred by the respondent in the preparation, printing or negotiation process. All such costs shall be borne by the respondent.

Page 6 of 8 FCN 060210

M. Notification of Withdrawal of Submission

Submissions may be modified or withdrawn at any time prior to the final date and time specified for submission by an authorized representative of the respondent and by fmmal written notice to the County's contact person identified in this RFQ. Each respondent waiwnts and represents that the infmmation provided in their submission shall remain unchanged for 90 days after the final date and time specified for submission. Respondent acknowledges that County will be relying on the infmmation contained in the submission. No submission or modifications of a submission will be accepted after the deadline for submission except upon the prior written approval from the County.

N. Use and Disclosure of Submissions

1. All submissions become the sole prope1ty of County after the deadline for submission.

County reserves the right to retain all submissions and to use any ideas regardless of whether the agreement is awarded to the respondent.

2. Unless otherwise compelled by a court order or other legal authority, the County will not disclose any submission while the County reviews and evaluates submissions and engages in negotiations with one or more respondents. However, after the County either issues a Notice oflntent to Award, or the County issues a written notice ofte1mination of the RFQ process, each submission will become public record and subject to the public disclosure requirements of the California Public Records Act (California Government Code sections 6250, et seq.), unless there is a legal exception to the public disclosure.

3. If a respondent believes that any po1iion of its submission is subject to a legal exception to public disclosure, the respondent shall: (1) clearly mark the relevant pmiions of its submission "Confidential"; and (2) upon request from the County, identify the legal basis for exception from disclosure. By responding to this RFQ, a respondent agrees that County shall not in any way be liable or responsible for the disclosure of any submission or any pmi thereof if disclosure is pursuant to the Public Records Act or otherwise pursuant to law or legal process. By responding to this RFQ, a respondent agrees to save, defend, keep, hold harmless, and fully indemnify County, its elected officials, officers, employees, agents and volunteers from all damages, claims for damages, costs, or expenses, whether in law or in equity, that may at any time arise for not disclosing any portion of a submission marked "Confidential" to a third party.

Page 7 of 8 FCN 060210

Environmental and Cultural Assessment Services RFQ

0. Calendar of Events

Target dates for the RFQ are as follows:

• Deadline for Submission of Questions or Request for Information

• Deadline for County to Answer Questions and Requests for Infmmation

• Deadline to Receive SOQs and Fee Proposals

• Committee Completes Review of Submissions

• Written Notice oflntent to Award Issued

P. Standard Personal Services Agreement

August 14, 2025

September 12, 2025

September 19, 2025

No Later than 3 PM September 26, 2025

No Later than October 10, 2025

No Later than October 24, 2025 (Anticipated)

Consultant selected to provide the scope of services shall be retained under County's standard personal services agreement fmmat. A sample of this agreement is attached to this RFQ (Attachment A). By responding to this RFQ, the respondent agrees to be bound by the sample agreement format for the agreement.

Q. Contact Person

John Everett, Associate Engineer Shasta County Depmtment of Public Works

1855 Placer Street Redding, CA 96001

(530) 225-5110 Fax 225-5667 j everett@co.shasta.ca. us

Sincerely, C. Troy Bartolomei, Director

By---tL-.:p.J.��:L4£1-��=--�--1-------- Shawn Ankeny, Principal Roads and Bridges Divisi

SA/JE/ldr Attachment:

A. Sample Personal Services Agreement

Page 8 of 8 FCN 060210

NO WITHHOLDING

PERSONAL SERVICES AGREEMENT Page 1 of 15 FCN 060210

ATTACHMENT A

SAMPLE

PERSONAL SERVICES AGREEMENT

BETWEEN THE COUNTY OF SHASTA AND

[CONSULTANT NAME]

This agreement is entered into between the County of Shasta, through its Department of Public Works, a political subdivision of the State of California (“County”) and [CONSULTANT NAME] (“Consultant”) (collectively, the “Parties” and individually a “Party”) for the purpose of providing environmental and cultural resources consulting services.

Section 1. RESPONSIBILITIES OF CONSULTANT

A. Pursuant to the terms and conditions of this agreement, Consultant shall provide environmental and cultural consulting services including, but not limited to:

1. Performing assessments, surveys and studies and preparing related documents as necessary to fully describe a proposed activity’s setting from a cultural, biological, and aquatic resources perspective, identifying potential impacts to identified resources and proposing mitigations for identified impacts.

2. Advising and assisting County with resource and permitting agency consultations and permitting activities, including preparation and submission of permitting documents and associated reports.

3. Conducting qualified on-site biological, aquatic, and cultural resource monitoring during construction and maintenance activities as required by, and in accordance with, applicable state and federal permit documents.

B. County shall assign work under this agreement on an as-needed basis. Each work assignment shall define, in writing, the scope of work, limits of compensation, and the date for completion as agreed between Consultant and County. Consultant shall only perform services upon written notice to proceed by the County.

C. As required by Government Code section 7550, each document or report prepared by Consultant for or under the direction of County pursuant to this agreement shall contain the numbers and dollar amount of the agreement and all subcontracts under the agreement relating to the preparation of the document or written report. If multiple documents or written reports are the subject of the agreement or subcontracts, the disclosure section may also contain a statement indicating that the total agreement amount represents compensation for multiple documents or written reports. Consultant shall label the bottom of the last page of the document or report as follows: department name, agreement number, and dollar amount. If more than one document or report is produced under this agreement, Consultant shall add:

“This [document or report] is one of [number] produced under this agreement.”

PERSONAL SERVICES AGREEMENT Page 2 of 15 FCN 060210

Section 2. RESPONSIBILITIES OF COUNTY

A. Pursuant to the terms and conditions of this agreement, County shall compensate Consultant as prescribed in sections 3 and 4 of this agreement and shall monitor the outcomes achieved by Consultant.

B. County will supply to Consultant existing data, maps, drawings, specifications, or other available information, that is non-confidential, that the Consultant requests in order to perform its duties pursuant to this agreement.

Section 3. COMPENSATION

A. Consultant shall be paid on a time and materials basis in accordance with the Schedule of Fees, contained in Exhibit A, attached and incorporated herein, and within the limits of compensation agreed upon for each work assignment as provided in section 1. Consultant shall not be compensated in excess of $50,000 for any single work assignment without prior approval by County’s Board of Supervisors. Total compensation paid to Consultant by County during the term of this agreement shall not exceed $350,000.

B. Consultant may request in writing that the rates set forth in Exhibit A be adjusted at the end of each one-year term of the agreement in order to reflect increases in costs. Such adjustment shall be limited to no more than 3% per one-year term of the agreement and shall be enacted by amendment to the agreement as provided in Section 7.

C. Consultant shall be paid via electronic invoice payment; automated clearing house

(ACH), County credit card, or Commerce Bank virtual card. ACH payments require submission of the completed Auditor-Controller ACH/Direct Deposit authorization form with first claim for payment.

D. Consultant’s violation or breach of agreement terms may result in fiscal penalties, withholding of compensation, or termination of agreement.

E. Travel expenses shall be limited to:

1. Mobilization: Travel to and from County’s work site shall be paid in accordance with the rate show in the Schedule of Rates and Fees in Exhibit A and shall be considered to include the cost to mobilize and demobilize employees, including labor and all necessary repair equipment, tools, personal protective equipment, and vehicles.

2. Lodging: Lodging shall only be eligible for reimbursement if County consents to Contractor’s overnight stay in pursuit of work authorized under this Contract. Lodging shall be reimbursed at actual costs incurred.

PERSONAL SERVICES AGREEMENT Page 3 of 15 FCN 060210

3. Meals: Meals shall only be eligible for reimbursement if County consents to Contractor’s overnight stay in pursuit of work authorized under this agreement. In no case, shall meal reimbursement exceed $70 per day per Contractor staff member authorized for overnight stay.

4. County will not reimburse the Contractor for alcohol, in-room movies, laundry, sundry, family expenses or any other expense or cost unless otherwise set forth in this agreement.

Section 4. BILLING AND PAYMENT

Consultant shall submit to the Department of Public Works within five days after completion of the services prescribed in section 1, an itemized statement or invoice of services rendered, and costs incurred. County shall make payment within 30 days of receipt of Consultant’s correct and approved statement or invoice.

Section 5. TERM OF AGREEMENT

A. The term of this agreement shall be for three years beginning as of the last date it has been signed by both Parties.

B. Notwithstanding the foregoing, County shall not be obligated for payments hereunder for any future County fiscal year unless or until County’s Board of Supervisors appropriates funds for this agreement in County’s budget for that County fiscal year. In the event that funds are not appropriated for this agreement, then this agreement shall end as of June 30 of the last County fiscal year for which funds for this agreement were appropriated. For the purposes of this agreement, the County fiscal year commences on July 1 and ends on June 30 of the following year.

County shall notify Consultant in writing of such non-appropriation at the earliest possible date.

Section 6. TERMINATION OF AGREEMENT

A. If Consultant materially fails to perform Consultant’s responsibilities under this agreement to the satisfaction of County, or if Consultant fails to fulfill in a timely and professional manner Consultant’s responsibilities under this agreement, or if Consultant violates any of the terms or provisions of this agreement, then County shall have the right to terminate this agreement for cause effective immediately upon the County giving written notice thereof to Consultant. If termination for cause is given by County to Consultant and it is later determined that Consultant was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to paragraph B of this section.

B. County may terminate this agreement without cause on 30 days written notice to Consultant.

C. County may terminate this agreement immediately upon oral notice should funding cease or be materially decreased during the term of this agreement.

PERSONAL SERVICES AGREEMENT Page 4 of 15 FCN 060210

D. County’s right to terminate this agreement may be exercised by the Shasta County

Board of Supervisors, the Shasta County Executive Officer or his/her designee or the County’s Public Works Director.

E. Should this agreement be terminated, Consultant shall promptly provide to County any and all finished and unfinished reports, data, studies, photographs, charts, and other documents prepared by Consultant pursuant to this agreement.

F. If this agreement is terminated, Consultant shall only be paid for services satisfactorily completed and provided prior to the effective date of termination.

Section 7. ENTIRE AGREEMENT; AMENDMENTS; HEADINGS; EXHIBITS/APPENDICES

A. This agreement supersedes all previous agreements relating to the subject of this agreement and constitutes the entire understanding of the Parties hereto. Consultant shall be entitled to no other benefits other than those specified herein. Consultant specifically acknowledges that in entering into and executing this agreement, Consultant relies solely upon the provisions contained in this agreement and no others.

B. No changes, amendments, or alterations to this agreement shall be effective unless in writing and signed by both Parties. However, minor amendments, including retroactive, that do not result in a substantial or functional change to the original intent of this agreement and do not cause an increase to the maximum amount payable under this agreement may be agreed to in writing between Consultant and Public Works Director, provided that the amendment is in substantially the same format as the County’s standard format amendment contained in the Shasta County Contracts Manual (Administrative Policy 6-101).

C. The headings that appear in this agreement are for reference purposes only and shall not affect the meaning or construction of this agreement.

D. If any ambiguity, inconsistency, or conflict exists or arises between the provisions of this agreement and the provisions of any of this agreement’s exhibits or appendices, the provisions of this agreement shall govern.

Section 8. NONASSIGNMENT OF AGREEMENT; NON-WAIVER

Inasmuch as this agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or sublet any interest herein without the prior written consent of County. The waiver by County of any breach of any requirement of this agreement shall not be deemed to be a waiver of any other breach.

PERSONAL SERVICES AGREEMENT Page 5 of 15 FCN 060210

Section 9. EMPLOYMENT STATUS OF CONSULTANT

Consultant shall, during the entire term of this agreement, be construed to be an independent contractor, and nothing in this agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow County to exercise discretion or control over the professional manner in which Consultant performs the work or services that are the subject matter of this agreement; provided, however, that the work or services to be provided by Consultant shall be provided in a manner consistent with the professional standards applicable to such work or services. The sole interest of County is to ensure that the work or services shall be rendered and performed in a competent, efficient, and satisfactory manner. Consultant shall be fully responsible for payment of all taxes due to the State of California or the federal government that would be withheld from compensation if Consultant were a County employee. County shall not be liable for deductions for any amount for any purpose from Consultant’s compensation.

Consultant shall not be eligible for coverage under County’s workers’ compensation insurance plan nor shall Consultant be eligible for any other County benefit. Consultant must issue W-2 and 941 Forms for income and employment tax purposes, for all of Consultant’s assigned personnel under the terms and conditions of this agreement.

Section 10. INDEMNIFICATION

A. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless County, its elected officials, officers, employees, agents, and volunteers against all claims, suits, actions, costs, expenses, (including, but not limited to, reasonable attorney's fees of County Counsel and counsel retained by County, expert fees, litigation costs, and investigation costs), damages, judgments, or decrees arising from the work or the provision of services undertaken pursuant to this agreement by Consultant, or by any of Consultant’s subcontractors, any person employed under Consultant, or under any subcontractor, or in any capacity, except when the injury or loss is caused by the sole negligence or intentional wrongdoing of County. Consultant shall also, at Consultant’s own expense, defend the County, its elected officials, officers, employees, agents, and volunteers, against any claim, suit, action or proceeding brought against County, its elected officials, officers, employees, agents, and volunteers, arising from the work or the provision of services undertaken pursuant to this agreement by Consultant, or any of Consultant’s subcontractors, any person employed under Consultant, or under any Subcontractor, or in any capacity. Consultant shall also defend and indemnify County for any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board and/or any other taxing or regulatory agency and shall defend, indemnify, and hold harmless County with respect to Consultant’s “independent contractor” status that would establish a liability on County for failure to make social security deductions or contributions or income tax withholding payments, or any other legally mandated payment. The provisions of this paragraph are intended to be interpreted as broadly as permitted by applicable law. This provision shall survive the termination, expiration, or cancellation of this agreement.

PERSONAL SERVICES AGREEMENT Page 6 of 15 FCN 060210

B. For professional services provided under this agreement, Consultant shall indemnify, defend, and hold harmless County, its elected officials, officers, employees, agents, and volunteers from and against any and all claims, demands, actions, losses, liabilities, damage, and costs, including reasonable attorneys’ fees, arising out of or resulting from the negligent performance of the professional services provided under this agreement [or contract]. Consultant shall also, at Consultant’s own expense, defend the County against any suit or action brought against County founded upon any claim, action or proceeding which is based upon the work or the provision of services undertaken pursuant to this agreement.

Furthermore, the duty of Consultant includes the duty of defense, inclusive of that set forth in the California Civil Code Section 2778, and is subject to any limits provided for in Civil Code Section 2782.8. The words “professional services” shall be interpreted as defined in Civil Code Section 2782.8, as it may be amended from time to time. The provisions of this paragraph are intended to be interpreted as broadly as permitted by applicable law.

C. These indemnification provisions are independent of, and shall not in any way be limited by, Consultant’s insurance coverage or lack of coverage, or by the insurance requirements of this agreement. County acknowledgement or approval of Consultant’s evidence of insurance coverage required by this agreement does not in any way relieve Consultant from its obligations under this Section.

Section 11. INSURANCE REQUIREMENTS.

Without limiting Consultant’s duties of defense and indemnification:

A. Consultant and any subcontractor shall carry Commercial General Liability Insurance, and other coverage necessary to protect County and the public, with limits of $2 million per occurrence or claim. Such coverage shall:

1. Be equivalent to the current Insurance Services Office (ISO) form CG 00

01, assuring coverage for products and completed operations, property damage, bodily injury, and personal and advertising injury.

2. Include an endorsement, or an amendment to the policy of insurance, naming Shasta County, its elected officials, officers, employees, agents, and volunteers as additional insureds; the additional insureds coverage shall be equal to the current ISO forms CG 20 10 for on-going operations, and CG 20 37 for completed operations.

3. Apply separately to this project and location(s); in the event of a general aggregate limit, the general aggregate limit shall be twice the required per occurrence limit.

4. Contain, or be endorsed to contain, a “separation of insureds” clause which shall read, or have the same effect as the following:

PERSONAL SERVICES AGREEMENT Page 7 of 15 FCN 060210

“Separation of Insureds.

Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies:

a. As if each Named Insured were the only Named Insured; and

b. Separately to each suit insured against whom a claim is made or suit is brought.”

B. Consultant and any subcontractor shall carry Automobile Liability Insurance covering any auto, unless Consultant has no owned autos then covering at minimum hired and non-owned autos, with limits of $1 million per occurrence or claim. Such coverage shall:

1. Include, or be endorsed to contain, Additional Insured coverage in favor of

Shasta County, its elected officials, officers, employees, agents, and volunteers.

2. Include, or be endorsed to contain, coverage for hazardous waste transportation, when appropriate to the work being performed.

C. Consultant and any subcontractor shall carry statutorily required Workers'

Compensation Insurance, and Employer's Liability Insurance with limits of $1 million per occurrence or claim, to cover Consultant, subcontractor, Consultant's partner(s), subcontractor's partner(s), Consultant's employees, and subcontractor’(s’) employees, covering the full liability for compensation for injury to those employed by Consultant or subcontractor. Consultant hereby certifies that Consultant is aware of the provisions of Section 3700 of the Labor Code, which requires every employer to insure against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and Consultant shall comply with such provisions before commencing the performance of the work or the provision of services pursuant to this agreement.

D. Consultant shall carry Professional Liability (Errors and Omissions) Insurance, applicable to the Consultant’s profession and the services/work being performed, with limits of not less than $2 million per occurrence or claim, $2 million aggregate.

E. Consultant shall require its subcontractors, if any, to carry and maintain coverage and evidence that equals or exceeds the coverage requirements imposed upon Consultant by this agreement.

F With regard to all insurance coverage required by this agreement:

1. Any deductible or self-insured retention exceeding $25,000 for Consultant or subcontractor shall be disclosed to and be subject to approval by the Shasta County Risk Manager prior to the effective date of this agreement;

PERSONAL SERVICES AGREEMENT Page 8 of 15 FCN 060210 policy shall provide, or be endorsed to provide, that any self-insured retention or deductible may be satisfied by either the named insured or County, and must also provide that defense costs satisfy the self-insured retention or deductible. Any and all deductibles and self-insured retentions shall be the sole responsibility of Consultant or subcontractor who procured such coverage, and shall not apply to the Indemnified Additional Insured Parties. County may deduct from any amounts otherwise due Consultant to fund the self-insured retention or deductible.

2. If any insurance coverage required hereunder is provided on a “claims made” rather than “occurrence” form, Consultant or subcontractor shall maintain such coverage with an effective date earlier or equal to the effective date of this agreement and continue coverage for a period of three years after the expiration of this agreement and any extensions thereof. In lieu of maintaining post-agreement expiration coverage as specified above, Consultant or subcontractor may satisfy this provision by purchasing tail coverage for the claims-made policy. Such tail coverage shall, at a minimum, provide coverage for claims received and reported three years after the expiration date of this agreement.

3. In the event coverage is reduced or canceled, or otherwise materially changed, a notice of said reduction or cancellation or change shall be provided to County within 24 hours.

4. Consultant hereby grants to Shasta County, its elected officials, officers, employees, agents, and volunteers, a waiver of any right to subrogation or recovery which any insurer of said Consultant may acquire against County by virtue of the payment of any loss under such coverage, and agrees to obtain any endorsement that may be necessary to affect this waiver; this provision applies regardless of whether or not County has received such a waiver or endorsement.

5. Any available insurance proceeds in excess of the specified minimum limits and insurance coverage pursuant to the terms of this agreement shall be applicable to County.

6. Before the effective date of this agreement, Consultant shall provide County with certificates of insurance, and all amendatory endorsements or policy amendments, as evidence of meeting insurance coverage required of this agreement; for purposes of verification of Consultant meeting insurance requirements of this agreement, County reserves the right to require any policies, declarations, endorsements, and other documentation.

7. Coverage required herein shall be in effect at all times during the term of this agreement, and may be provided by programs of self-insurance when supported by adequate evidence meeting appropriate self-insurance and regulatory compliance. Insurance is to be placed with insurers authorized to

PERSONAL SERVICES AGREEMENT Page 9 of 15 FCN 060210 transact business in California, with a current A.M. Best’s rating of not less than A:VII, unless otherwise authorized by County.

8. In the event any insurance coverage expires at any time during the term of this agreement, Consultant shall provide County, at least 20 days prior to said expiration date, a new endorsement or policy amendment evidencing insurance coverage as provided for herein for not less than the remainder of the term of this agreement or for a period of not less than one year. In the event Consultant fails to keep in effect at all times insurance coverage as herein provided and a renewal endorsement or policy amendment is not provided within 10 days of the expiration of the endorsement or policy amendment in effect at inception of this agreement, County may, in addition to any other remedies it may have, terminate this agreement upon the occurrence of such event.

9. For any claims related to this agreement, Consultant’s coverage shall be primary and non-contributory. Any coverage maintained by Shasta County, its elected officials, officers, employees, agents, and volunteers, shall be excess of the Consultant’s coverage and shall not contribute with it.

10. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to Shasta County, its elected officials, officers, employees, agents, or volunteers.

Section 12. NOTICE OF CLAIM; APPLICABLE LAW; VENUE

A. If any claim for damages is filed with Consultant or if any lawsuit is instituted concerning Consultant’s performance under this agreement and that in any way, directly or indirectly, contingently or otherwise, affects or might reasonably affect County, Consultant shall give prompt and timely notice thereof to County. Notice shall be prompt and timely if given within 30 days following the date of receipt of a claim or 10 days following the date of service of process of a lawsuit. This provision shall survive the termination, expiration, or cancellation of this agreement.

B. Any dispute between the Parties, and the interpretation of this agreement, shall be governed by the laws of the State of California. Any litigation shall be venued in Shasta County.

Section 13. COMPLIANCE WITH LAWS; NON-DISCRIMINATION

A. Consultant shall observe and comply with all applicable present and future federal laws, state laws, local laws, codes, rules, regulations, and/or orders that relate to the work or services to be provided pursuant to this agreement.

B. Consultant shall not unlawfully discriminate in employment practices or in the delivery of services on the basis of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, medical condition (including cancer, HIV, PERSONAL SERVICES AGREEMENT Page 10 of 15 FCN 060210 and AIDS) physical or mental disability, use of family care leave under either the Family & Medical Leave Act or the California Family Rights Act, or on the basis of any other status or conduct protected by law.

C. Consultant represents that Consultant is in compliance with and agrees that

Consultant shall continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101, et seq.), the Fair Employment and Housing Act (Government Code Sections 12900, et seq.), and regulations and guidelines issued pursuant thereto. Furthermore, where applicable, Consultant represents and warrants all websites created for County, or used by Consultant to provide services pursuant to this agreement shall comply with the Americans with Disabilities Act of 1990 and shall specifically conform to the Web Content Accessibility Guidelines found at www.w3.org.7., and comply with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), Subpart B, 1194.22.

D. No funds or compensation received by Consultant under this agreement shall be used by Consultant for sectarian worship, instruction, or proselytization in a manner prohibited by law.

E. In addition to any other provisions of this agreement, Consultant shall be solely responsible for any and all damages caused, and/or penalties levied, as the result of Consultant’s noncompliance with the provisions of this Section.

F. Prevailing Wage Rates, Labor Code, and DIR Compliance: Certain work to be performed under this contract may be considered “public works” subject to prevailing wage, apprenticeship and other labor requirements of Labor Code Division 2, Part 7, Chapter 1, Section 1720 et seq. Such public works may include work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted. Consultant is solely responsible for determining whether any work or portion thereof is subject to said requirements, and for complying with all such requirements that apply. All such public works projects are subject to compliance monitoring by the California Department of Industrial Relations (DIR). To the extent applicable, Consultant is responsible for posting job site notices as prescribed by regulation pursuant to Labor Code Section 1771.4(a)(2). Consultant acknowledges that it is aware of and understands state and federal public works, prevailing wage, and related requirements and to the extent applicable, shall comply with these requirements, including but not limited to compliance Labor Code Sections 1771 (payment of prevailing wage), 1771.1 (registration with DIR) and

1771.4 (submission of certified payrolls to Labor Commissioner).

Section 14. ACCESS TO RECORDS; RECORDS RETENTION

A. County, federal, and state officials shall have access to any books, documents, papers, and records of Consultant that are directly pertinent to the subject matter of this agreement for the purpose of auditing or examining the activities of Consultant or County. Except where longer retention is required by federal or state law, PERSONAL SERVICES AGREEMENT Page 11 of 15 FCN 060210

Consultant shall maintain all records for five years after County makes final payment hereunder. This provision shall survive the termination, expiration, or cancellation of this agreement.

B. Consultant shall maintain appropriate records to ensure a proper accounting of all funds and expenditures pertaining to the work performed or the services provided pursuant to this agreement. Consultant shall maintain records providing information that account for all funds and expenses related to the provision of services provided pursuant to this agreement. Access to these records shall be provided to County during working days, 8:00 a.m. to 5:00 p.m. and at other times upon reasonable notice by County, and upon request of state and federal agencies charged with the administration of programs related to the work or services to be provided pursuant to this agreement.

C. Consultant agrees to accept responsibility for receiving, replying to, and/or complying with any audit exception by appropriate federal, state, or County audit directly related to the provisions of this agreement. Consultant agrees to repay County the full amount of payment received for duplicate billings, erroneous billings, audit exceptions, or false or deceptive claims. Consultant agrees that County may withhold any money due and recover through any appropriate method any money erroneously paid under this agreement if evidence exists of less than full compliance with this agreement including, but not limited to, exercising a right of set-off against any compensation payable to Consultant.

Section 15. COMPLIANCE WITH CHILD, FAMILY, AND SPOUSAL SUPPORT

REPORTING OBLIGATIONS

Consultant’s failure to comply with state and federal child, family, and spousal support reporting requirements regarding Consultant’s employees or failure to implement lawfully served wage and earnings assignment orders or notices of assignment relating to child, family, and spousal support obligations shall constitute a default under this agreement.

Consultant’s failure to cure such default within 90 days of notice by County shall be grounds for termination of this agreement.

Section 16. LICENSES AND PERMITS

Consultant, and Consultant’s officers, employees, and agents performing the work or services required by this agreement, shall possess and maintain all necessary licenses, permits, certificates, and credentials required by the laws of the United States, the State of California, the County of Shasta, and all other appropriate governmental agencies, including any certification and credentials required by County. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this agreement and constitutes grounds for the termination of this agreement by County.

Section 17. PERFORMANCE STANDARDS

Consultant shall perform the work or services required by this agreement in accordance with the industry and/or professional standards applicable to…