Bid Notice-30 Design Services for the Snowflake Lodge Replacement.pdf

PUBLIC WORKS DEPARTMENT

1220 SWEETWATER ROAD . INCLINE VILLAGE NV 89451

PH: (775) 832-1203 . FAX: (775) 832-1260 . WWW.IVGID.ORG

REQUEST FOR QUALIFICATIONS

30% Design for the

SNOWFLAKE LODGE REPLACEMENT

1210 Ski Way

Incline Village, Nevada

IVGID Project No. 3653BD1502

FORMAL SELECTION PROCESS

Issue Date: June 22, 2026

REQUEST FOR QUALIFICATIONS

30% DESIGN

INCLINE VILLAGE GENERAL IMPROVEMENT DISTRICT

June 22, 2026

Project Identification

Project Name: Snowflake Lodge Replacement Project Address: 1210 Ski Way, Incline Village, NV 89451 IVGID Project No.: 3653BD1502

Owner Incline Village General Improvement District 1220 Sweetwater Rd.

Incline Village, NV 89451

IVGID Project Manager: Bree Waters at baw@ivgid.org or 775.832.1372

The professional consultant shall be qualified to submit on public work in accordance with Nevada Revised Statutes (NRS) Section 625 prior to submitting a response to this Request for Qualifications (RFQ).

All questions with regard to this RFQ shall be directed through the Owner’s Planet Bids website;

any questions regarding the use of Planet Bids shall be directed to the IVGID RFQ Contact listed above.

Delivery Deadline Statements of Qualification (SOQ) packages from all interested parties will be submitted in PDF electronic format through the Owner’s Planet Bids website:

https://www.planetbids.com/portal/portal.cfm?CompanyID=30437, and will be subject to the terms, conditions and scope of services herein stipulated and/or attached hereto.

Deadline for receipt of SOQs is 2:00 p.m. July 16, 2026. Planet Bids will automatically refuse any SOQs submitted after this time.

ARTICLE 1 INTRODUCTION

Confidentiality: All documents and other information submitted in response to this RFQ, including, without limitation, a Proposal, are confidential and will not be disclosed until notice of intent to award the contract is issued.

Incline Village General Improvement District (IVGID or District) is requesting Statements of Qualifications (SOQs) from qualified architectural and engineering firms to provide 30% Design Services for the Snowflake Lodge Replacement Project (Project).

The District recently completed a comprehensive Needs Assessment for the Snowflake Lodge Replacement Project. The Needs Assessment established the operational requirements, stakeholder priorities, financial considerations, space programming, and project objectives for the future facility and will serve as the foundational bridging document for this phase of work.

The purpose of this procurement is to select a Design Team to advance the project from the completed Needs Assessment into a 30% Design package. The selected Design Team will be responsible for developing the architectural vision, site design, engineering concepts, cost estimates, and other deliverables necessary to establish the basis for future design development, and construction.

The District strongly prefers Design Teams with demonstrated experience in the planning and design of mountain resort facilities, destination hospitality venues, public recreation facilities, and projects with total construction values exceeding $30 million. Experience working within environmentally sensitive or highly regulated jurisdictions, including the Tahoe Basin, is highly desirable.

The District will concurrently procure a Pre-Construction Manager through a separate RFQ process. The District will hold direct contracts with both the Design Team and the Pre- Construction Manager. The Pre-Construction Manager will provide constructability reviews throughout the design process, assist with cost estimating and value engineering, and help ensure that the project design remains aligned with the District’s established budget and project objectives.

The District will also independently retain a permitting consultant to assist the project team in navigating the regulatory and permitting process, including coordination with agencies such as the Tahoe Regional Planning Agency (TRPA), Washoe County, and other applicable jurisdictions.

The District will hold a separate contract with the permitting consultant. The permitting consultant will work collaboratively with the Design Team and Pre-Construction Manager to support project approvals, identify permitting requirements, and help maintain the project schedule.

The District's selection process will proceed in two phases.

Phase 1 – Qualifications Phase

Phase 1 consists of the evaluation of SOQs submitted by interested Design Teams. The District will evaluate each SOQ based on the firm’s experience with similar mountain resort, hospitality, recreation, and public-sector projects in addition to qualifications of key personnel, project approach, and past performance.

Phase 1 is intended to serve as a qualifications-based screening process. Respondents should view this phase as a resume-style submittal that highlights the firm's experience, capabilities, key personnel, relevant project examples, and architectural design approach. Firms are encouraged to include representative project images and examples of architectural styles that demonstrate their experience with projects of similar scope, complexity, and character.

At the conclusion of Phase 1, the District will shortlist up to three (3) Design Teams to advance to Phase 2.

Phase 2 –Technical Proposal and Interview Phase

The Design Teams selected for the shortlist during Phase 1 will be invited to participate in Phase 2 of the selection process.

The District will provide shortlisted firms with supporting background information, available site information, and additional project criteria necessary for proposal development.

Shortlisted Design Teams will be required to submit a Technical Proposal describing their approach to the project, architectural vision, understanding of the project goals, team organization, project schedule, stakeholder engagement strategy, and approach to delivering the required 30% Design package.

The District will conduct confidential interviews with each shortlisted Design Team. Interviews will provide an opportunity for the Design Teams to present their project approach, demonstrate their understanding of the District's goals, discuss relevant experience, present examples of previous similar projects and respond to questions from the District's evaluation committee.

The District will evaluate the Technical Proposals and interviews based on specific project understanding, and alignment with the project goals established in the Needs Assessment. Scoring is further defined in Article 3 below.

The District reserves the right to negotiate additional professional services with the selected Design Team for subsequent phases of design, permitting support, bidding assistance, construction documents, and construction administration.

The District reserves the right to find any SOQ that is incomplete or otherwise fails to respond to all requirements of this RFQ non-responsive and to give it no further consideration. The District also reserves the right to request clarification and/or additional information from any Design Team.

ARTICLE 2 PROJECT DESCRIPTION AND BUDGET

IVGID is seeking a 30% Design package for the replacement of Snowflake Lodge at Diamond Peak Ski Resort.

Located at the top of the Snowflake Chairlift, Snowflake Lodge occupies one of the most iconic and visually significant sites in the Lake Tahoe Basin. The site offers panoramic views of Lake Tahoe, the Sierra Nevada mountains, and the surrounding alpine landscape. The District envisions the replacement lodge as a signature destination facility for Diamond Peak Ski Resort and the Lake Tahoe Basin, providing premier guest experience while capitalizing on one of the most spectacular public viewpoints in the Sierra Nevada. The District is seeking a design team capable of creating an architecturally significant facility that reflects the character of Diamond Peak Ski Resort while serving residents and visitors for generations to come.

The new facility will address existing operational deficiencies, expand skier services, improve food and beverage operations, increase guest seating capacity, enhance accessibility, and provide modern infrastructure capable of supporting the long-term needs of the resort.

In addition to serving winter recreation guests, the District envisions the replacement Snowflake Lodge as a year-round community asset and event venue. With arguably one of the most spectacular public views of Lake Tahoe, the facility is expected to become one of the most sought-after wedding and special event venues in the region. The design team should thoughtfully balance resort operations, guest experience, event functionality, and architectural character while preserving and celebrating the unique natural setting.

The selected consultant team shall utilize the completed Needs Assessment and supporting background information to develop a 30% Design package that validates the Project program and establishes the framework for future design development, permitting, and construction documentation.

The District anticipates utilizing a collaborative project delivery approach involving the Design Team, Pre-Construction Manager, Permitting Consultant, District staff, stakeholders, and regulatory agencies. The selected Design Team shall demonstrate the ability to work effectively within a multi-party project environment.

Scope of Services

The selected consultant shall provide all architectural, engineering, planning, and estimating services necessary to prepare a complete 30% Design package, including but not limited to:

1. Review and incorporation of the Snowflake Lodge Needs Assessment and all supporting studies, reports, and stakeholder input.

2. Verification of existing site conditions, topography, access, circulation, utilities, operational requirements, and environmental constraints.

3. Development of architectural concepts, building massing, site planning alternatives, and preliminary floor plans consistent with the goals established during the Needs Assessment process.

4. Preliminary civil, structural, mechanical, electrical, plumbing, fire protection, and utility engineering sufficient to support a 30% Design submittal.

5. Evaluation of year-round operational opportunities, including food and beverage service, special events, weddings, group functions, and community use.

6. Participation in stakeholder meetings, design workshops, public outreach meetings, and presentations to the IVGID Board of Trustees, as required.

7. Delivery of a 30% Design package including:

o Basis of Design Report/Conceptual Design Memo o Preliminary renderings and visualizations sufficient to communicate the architectural character and design intent of the proposed facility.

o Site Plan o Building Floor Plans o Building Elevations o Building Sections o Preliminary Landscape Concepts o Utility and Infrastructure Concepts o Preliminary Code Analysis o Opinion of Probable Construction Cost o Preliminary Project Schedule o Identification of Long-Lead Items and Major Project Risks o Preliminary site circulation, access, and operational logistics concepts

The completed 30% Design shall provide sufficient detail to validate the project scope, establish a reliable planning-level construction budget, support future environmental review and permitting efforts, and serve as the basis for subsequent design phases.

Project Budget

The Snowflake Lodge Replacement Project is anticipated to have a total project cost of $38 Million inclusive of all related design, permitting, management, construction, etc. costs.

The selected Design Team will work with the Pre-Construction Manager and shall prepare an Opinion of Probable Construction Cost as part of the 30% Design package and identify any scope, market, regulatory, or site-specific factors that may impact the overall project budget.

Following completion of the 30% Design phase, the District reserves the right to negotiate additional professional services with the selected consultant for subsequent phases of design, permitting support, bidding assistance, and construction administration.

ARTICLE 3 SUBMITTAL REQUIREMENTS

Phase 1 – Qualifications Phase

The SOQ to be submitted shall be indexed, shall be separated into the following specific categories, and the information within each category shall be ordered to match those listed in this

RFQ.

A cover letter shall be included that addresses pertinent general information as deemed appropriate by the Design Team. The cover letter shall also include the appropriate contact person at the Design Team, along with their phone number and e-mail address.

1. Design Team General Information

a. Firm Information: Provide firm name, business address, year established, type of firm ownership (i.e., single source, joint venture), name and address of parent company, former parent company names, Nevada business license number, name and contact information for principal personnel, areas of responsibility, and total number of personnel.

b. Project Personnel Organizational Chart: Indicate lines of responsibility and/or communication.

2. Key Personnel Qualifications

a. Provide a resume for each key person that will be assigned to this project. Include their name and title, project assignment, total years of experience, years of experience with this firm, education including degree(s), year and discipline, active registrations and licenses including the number and state, other qualifications, and experience.

b. Describe the specific role performed on each project listed in the resume, highlighting projects of similar size and scope where the person’s role was similar to their role on this project.

3. Project Experience

a. Include experience from a minimum of three (3) of the firm’s pertinent projects of similar work. Include project name, project description, client references for each project (including contact name, address, and telephone), completion date, project budget, type of services provided, and other pertinent information.

b. Include any applicable experience in the State of Nevada.

c. Include a statement as to whether the proposed key personnel were involved in any of the listed projects.

4. Past Performance For each project listed under project experience (above), provide the following information:

a. List the name, location, and a general description of each project.

b. List original contract amount versus final contract amount. Explain any cost deviations.

c. List your firm’s record of schedule performance (list original schedule versus final completion date). Explain any schedule deviations.

Phase 2 – Technical Proposal and Interview Phase

The Design Teams shall be prepared to present Technical Proposal shall be indexed and organized in the following order:

1. Project Understanding and Approach

a. Describe the Design Team's understanding of the Snowflake Lodge Replacement Project, including key opportunities, challenges, and project considerations.

b. Describe the Design Team's proposed approach to completing the 30% Design phase, including stakeholder engagement, design development, cost estimating, coordination with the District's Pre-Construction Manager, and permitting agencies.

c. Describe the Design Team's approach to maintaining the project schedule and budget throughout the design process.

2. Design Vision

a. Present the Design Team's architectural approach and design philosophy for the project.

b. Include representative project examples, architectural styles, renderings, photographs, or other materials that demonstrate the Design Team's experience with similar mountain resort, hospitality, recreation, and public-sector facilities.

3. Current Workload and Capacity

a. Provide a summary of the firm's current workload and available resources.

b. Include a list of active projects, contract values, and approximate percentage of completion.

4. Client References Consultant shall provide a minimum of four (4) client references. Submission of references constitutes the consultant's authorization for IVGID to contact the listed references regarding the firm's qualifications and performance.

5. Miscellaneous Submittal Requirements

a. Nevada Business License – Appendix A

b. Certification Regarding Debarment, Suspension and Other Responsibility Matters –

Appendix B

6. Fee Proposal The Fee Proposal is not scored and shall be submitted in a sealed envelope at the interview presenting the proposed fee for completion of the 30% Design phase.

Design Teams should also prepare a presentation highlighting the above information in addition to any other material they feel helps illustrate their overall approach and ability to deliver a design meeting all the District Project needs.

ARTICLE 4 RFQ SCHEDULE

The following dates are tentative and are subject to revision by the Owner:

RFQ for Professional Services Advertised .............................................................. June 22, 2026 RFQ - Last Day for Questions .................................................................... July 7, 2026, 5:00 pm RFQ - Last Day for Addenda ..................................................................................... July 9, 2026 Statement of Qualifications Due ............................................................... July 16, 2026, 2:00 pm Notification Letter Issued to Short-Listed Design Teams ....................................... July 21, 2026 Technical Proposal Presentations and Interviews ................................... Aug. 17 – Aug. 21, 2026

Design Team Selection Recommendation ............................................................... Aug. 25, 2026 Board of Trustees’ Approval ......................................................................................... Sept. 2026

ARTICLE 5 SELECTION, EVALUATION AND CRITERIA

Evaluation of the Design Teams will be based on the information submitted in response to Article 3, SOQ Submittal Requirements.

Phase 1 – Qualification Phase

1. Key Personnel Qualifications 30 Points

2. Project Experience (Similar Projects) 40 Points

3. Past Performance 30 Points

Short-List Selection Point Subtotal 100 Points Certificate of Eligibility & Performance Affidavit Pass/Fail

Phase 2 – Technical Proposal and Interview Phase

1. Technical Proposal 50 Points

a. Project Understanding and Approach (15 Points)

b. Design Vision (20 Points)

c. Project Team & Capacity (15 Points)

2. Interview (and Presentation) 50 Points

Final Selection Point Total 100 Points

Nevada Business License Pass/Fail Qualified Bidder Status Pass/Fail Certification Regarding Debarment, Suspension and Other Responsibility Matters Pass/Fail Prior Disqualification Pass/Fail

The Design Team’s Cost Proposal shall be submitted shall be submitted to Bree Waters at the conclusion of the Interview in a sealed envelope with the project name and Design Team’s company contact information on the outside.

ARTICLE 6 WITHDRAWAL OF PROPOSAL

The Design Team’s authorized representative may, prior to the date and time set as the deadline for receipt of the SOQs, modify or withdraw a response via Planet Bids. A modification or withdrawal received by IVGID Engineering Division’s Planet Bids website prior 2:00 p.m. (PST) on July 16, 2026, shall be considered timely.

ARTICLE 7 TECHNICALLY UNACCEPTABLE/NON-RESPONSIVE

IVGID reserves the right to reject any or all SOQs, waive minor informalities or irregularities, request clarification of information submitted, re-advertise this RFQ, or cancel the procurement process at any time and for any reason.

SOQs determined by IVGID to be materially non-responsive to the requirements of this RFQ may be rejected. A materially non-responsive SOQ is one that fails to comply with the RFQ terms, conditions, instructions, or submittal requirements in a manner that affects the proposer’s ability to meet the District’s requirements or the District’s ability to fairly evaluate the SOQ.

ARTICLE 8 ANTI-LOBBYING CLAUSE

During the period beginning on the date of issuance of this RFQ by IVGID and ending on the date of substantial completion and Project acceptance by IVGID, no person or entity submitting a SOQ in response to this RFQ, nor any officer, employee, representative, agent, or consultant representing such person or firm, shall communicate with the IVGID Board of Trustees, advisors, staff, or employees regarding this RFQ or the scope of services described herein, except for: (1) communications with IVGID’s Submittal Contact identified in the Owner section above under Designated Contacts and Communication (Bree Waters), of this RFQ; and (2) communications that are in response to inquiries initiated by IVGID with regard to the written review and modification process, or for purposes of clarifying some element of a Proposal or response; and

(3) communications with the Evaluation Committee during the interview process.

ARTICLE 9 DISQUALIFICATION OF SOQS

Design Team may be disqualified and SOQs may be rejected for any of, but not limited to, the following causes:

1. Lack of signature by an authorized representative on the SOQ

2. Failure to properly complete the SOQ

3. Evidence of collusion among Design Teams

4. Violation of Article 8 Anti-Lobbying Clause

IVGID reserves the right to waive any minor informality or irregularity, or to request clarification of such minor informalities or irregularities from any or all Prospective Design Teams.

ARTICLE 10 CONFLICT OF INTEREST

No employee, officer, or agent of IVGID shall participate in the selection, or in the award or administration, of the Agreement if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when one of the following has a financial or other interest in any firm proposing on or selected for the award:

1. The employee, or an officer or agent of the employee

2. Any member of the employee’s immediate family

3. The employee’s business partner

4. An organization which employs, or is about to employ, any of the above

IVGID’s officers, employees, and agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from Design Teams, Prospective Design Teams, and subconsultants to the Design Teams whereby the intent could reasonably be inferred as influencing the employee in the performance of his or her duties or was intended as a reward for any official act on his or her part.

Prior to entering into the Professional Services Agreement, the Design Team is required to inform IVGID of any real or apparent organizational conflict of interest. Such organizational conflict of interest exists when the nature of the work to be performed under an Agreement may, without some restriction on future activities, result in an unfair competitive advantage to the Design Teams, or may impact the Design Team’s objectivity in performing the Work.

ARTICLE 11 COLLUSION CLAUSE

Any evidence of agreement or collusion among Design Teams will render the Proposal of such Design Teams void.

Advance disclosures of any information to any particular Design Teams, which gives that particular Design Teams any advantage over any other Prospective Design Teams, in advance of the opening, made or permitted by a member of IVGID or representative thereof, will operate to void all SOQs of that particular bid, solicitation, or request.

ARTICLE 12 RFQ APPENDIX

Only short-listed firms will be asked to submit a Fee Proposal and review the Professional Services Agreement for comments. They are included herein for reference.

Appendixes to this RFQ are:

Appendix A – Business License Information

Appendix B – Certificate Regarding Disbarment, Suspension and Other Responsibility Matters

Appendix C– Sample Owner Professional Services Agreement

Appendix D – Diamond Peak Snowflake Lodge Needs Assessment, dated April 2026

APPENDIX A

BUSINESS LICENSING INFORMATION

BUSINESS LICENSING INFORMATION All vendors doing business within IVGID are required to obtain and maintain a current business license from Washoe County prior to commencement of work.

Vendor(s) awarded a contract resulting from this bid shall be required to obtain a current business license if they do not already hold one.

Washoe County Business License Number:

Date Issued:

Date of Expiration:

Name of Licensee:

City, State, Zip Code of Licensee:

Telephone Number of Licensee:

Taxpayer Identification Number:

APPENDIX B

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER

RESPONSIBILITY MATTERS

The prospective bidder, _________________________________________________certifies to the best of its knowledge and belief that it and its principals:

(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

(b) Have not within a three year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and

(d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award. Any exceptions provided will not necessarily result in denial of award, but will be considered in determining bidder responsibility and whether or not IVGID will enter into contract with the party. For any exception noted, indicate on an attached sheet to whom it applies, initiating agency, and dates of action. Providing false information may result in criminal prosecution or administrative sanctions.

Typed Name & Title of Authorized Representative

Signature of Authorized Representative Date

I am unable to certify the above statement. My explanation is attached.

Signature Date

APPENDIX C

PROFESSIONAL SERVICES AGREEMENT EXAMPLE

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this ____ day of ___________, 202__, by and between the Incline Village General Improvement District, a Nevada general improvement district (“District”) and [___INSERT NAME OF CONSULTANT___], a [___[INSERT TYPE OF

ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER

LEGAL ENTITY]___] with its principal place of business at [___INSERT ADDRESS___] (“Consultant”). The District and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 District. District is a general improvement district organized under the laws of the State of Nevada, with power to contract for services necessary to achieve its purpose.

2.2 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the District on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing [___INSERT TYPE OF SERVICES___] services to public clients, is licensed in the State of Nevada, and is familiar with the plans of District.

2.3 Project. District desires to engage Consultant to render professional services for the following project:

("Project”).

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the District, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the [INSERT BRIEF DESCRIPTION OF SERVICES TO BE PERFORMED] services necessary for the Project (“Services”). The types of services to be provided are more particularly described in Exhibit A, Scope of Services, attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. The District shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit B.

3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to [INSERT ENDING DATE], unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement and such directions and amendments from District as herein provided. The District retains Consultant on an independent contractor basis and not as an employee. No employee or agent of Consultant shall become an employee of District. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of the District and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the District to proceed (“Notice to Proceed”). [If the District has specific milestones or timelines for performance, please input those requirements in the “Activity Schedule” attached as Exhibit C, otherwise delete Exhibit C.] The Notice to Proceed shall set forth the date of commencement of work.

[If engaging the Consultant to perform a discrete task with a specified deadline, use the following provision]

Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the District to proceed (“Notice to Proceed”). Consultant shall complete the services required hereunder within [Insert number of calendar days for performance of the services – if more detail is required attach “Activity Schedule” as Exhibit C, otherwise delete Exhibit C.] The Notice to Proceed shall set forth the date of commencement of work.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the District’s approval.

3.2.4 Substitution of Key Personnel. Consultant has represented to the District that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence subject to the District’s written approval. In the event that the District and Consultant cannot agree as to the substitution of key personnel, the District shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the District, or who are determined by the District to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the District. The key personnel for performance of this Agreement are as follows: [INSERT NAME OF KEY PERSONNEL].

3.2.5 District’s Representative. The District hereby designates [INSERT NAME OR TITLE], or his or her designee, to act as its representative for the performance of this Agreement (“District’s Representative”). The District’s Representative shall have the power to act on behalf of the District for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the District’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME], or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with the District staff in the performance of Services and shall be available to the District’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of Nevada. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a Washoe County Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the District, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the District to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the District, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, and shall give all notices required by law. If required, Consultant shall assist District, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. Consultant shall be liable for all violations of local, state and federal laws, rules and regulations in connection with the Project and the Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the District, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold the District, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Consultant shall not commence the Services under this Agreement until it has provided evidence satisfactory to the District that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the District that the subcontractor has secured all insurance required under this Section.

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance meeting the requirements set forth herein. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

(A) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: [$2,000,000] per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: [$1,000,000] combined single limit (each accident) for bodily injury and property damage; and (3) Industrial Insurance: Workers’ Compensation limits as required by the Labor Code of the State of Nevada. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease; and (4) Professional Liability/Errors and Omissions: Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five

(5) years following completion of the Services, professional liability/errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than [$1,000,000-$5,000,000] per claim, and shall be endorsed to include contractual liability.

“Covered Professional Services” as designated in the Professional Liability/Errors and Omissions policy must specifically include work performed under this Agreement.

Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement. Defense costs shall be payable in addition to the limits.

3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the District to add the following provisions to the insurance policies:

(A) Commercial General Liability. The commercial general liability policy shall be endorsed to provide the following: (1) the District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds; (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way; and (3) the insurance coverage shall contain or be endorsed to provide waiver of subrogation in favor of the District, its directors, officials, officers, employees, agents and volunteers or shall specifically allow Consultant to waive its right of recovery prior to a loss.

Consultant hereby waives its own right of recovery against District, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

(B) Automobile Liability. The automobile liability policy shall be endorsed to provide the following: (1) the District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way; and (3) the insurance coverage shall contain or be endorsed to provide waiver of subrogation in favor of the District, its directors, officials, officers, employees, agents and volunteers or shall specifically allow Consultant to waive its right of recovery prior to a loss. Consultant hereby waives its own right of recovery against District, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

(C) Industrial (Workers’ Compensation and Employers Liability) Insurance. The insurer shall agree to waive all rights of subrogation against the District, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant.

(D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the District; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the District, its directors, officials, officers, employees, agents and volunteers.

3.2.10.4 Separation of Insureds; No Special Limitations. All

insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the District, its directors, officials, officers, employees, agents and volunteers.

3.2.10.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the District. Consultant shall guarantee that, at the option of the District, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the District, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Nevada and with an “A.M. Best” rating of not less than A-VII. The District in no way warrants that the above-required minimum insurer rating is sufficient to protect the Consultant from potential insurer insolvency.

3.2.10.7 Verification of Coverage. Consultant shall furnish the District with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the District. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the District if requested. All certificates and endorsements must be received and approved by the District before work commences. The District reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.8 Subconsultants. Consultant shall not allow any

subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the District that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the District as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, District may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

3.2.10.9 Compliance With Coverage Requirements. If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, District has the right but not the duty to obtain the insurance it deems necessary and any premium paid by District will be promptly reimbursed by Consultant or District will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, District may terminate this Agreement for cause.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement in accordance with the

Schedule of Charges set forth in Exhibit B, attached hereto and incorporated herein by reference.

The total compensation to be provided under this Agreement shall not exceed [___INSERT

WRITTEN DOLLAR AMOUNT___] ($[___INSERT NUMERICAL DOLLAR AMOUNT___])

without written approval of District’s [___INSERT TITLE___]. Extra Work may be authorized, as described below; and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to District a monthly itemized invoice which indicates work completed and hours of Services rendered by Consultant.

The invoice shall describe the amount of Services and supplies provided since the initial commencement date of Services under this Agreement, and since the start of the subsequent billing periods, through the date of the invoice. Invoices shall be sent to [insert]. Consultant shall include a Project Task Tracking Sheet with each invoice submitted. District shall, within forty-five (45) days of receiving such invoice and Project Task Tracking Sheet, review the invoice and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized under Exhibit B, or otherwise in writing by the District.

3.3.4 Extra Work. At any time during the term of this Agreement, the District may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by the District to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the District’s Representative. Where Extra Work is deemed merited by the District, an amendment to the Agreement shall be prepared by the District and executed by both Parties before performance of such Extra Work, or the District will not be required to pay for the changes in the scope of work. Such amendment shall include the change in fee and/or time schedule associated with the Extra Work. Amendments for Extra Work shall not render ineffective or invalidate unaffected portions of this Agreement.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain accurate and complete books, documents, accounting records and other records pertaining to the Services for six (6) years (or longer as required by applicable law) from the date of final payment under this Agreement. Consultant shall make such records available to the District for inspection, audit, examination, reproduction, and copying at Consultant’s offices at all reasonable times. However, if requested, Consultant shall furnish copies of said records at its expense to the District, within seven (7) business days of the request.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. The District may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to the District, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of this Agreement by District except for the amounts authorized herein.

3.5.1.2 Effect of Termination. If this Agreement is terminated…