INVITATION TO BID

for

BULK FUEL PURCHASE AND DELIVERY SERVICES

FORMAL COMPETITIVE SOLICITATION

Issue Date: September 14, 2026

PUBLIC WORKS DEPARTMENT

1220 SWEETWATER ROAD . INCLINE VILLAGE NV

89451 PH: (775) 832-1203 . FAX: (775) 832-1260 .

https://www.yourtahoeplace.com http://www.ivgid.org/

INCLINE VILLAGE GENERAL IMPROVEMENT DISTRICT

INVITATION TO BID

September 14, 2026

Owner Incline Village General Improvement District (IVGID) 1220 Sweetwater Rd.

Incline Village, NV 89451

IVGID Procurement Office: Betsy Davis at bjd@ivgid.org or 775-886-1004

All questions regarding this Invitation To Bid (ITB) shall be directed through the Owner’s Planet Bids website; any questions regarding the use of Planet Bids shall be directed to the IVGID ITB Contact listed above.

Delivery Deadline Bid packages from all interested parties will be submitted in PDF electronic format through the District’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 receiving bids is 4:00 p.m. PDT, September 28, 2026. Planet Bids will automatically refuse any bids submitted after this time.

Confidentiality: All documents and other information submitted in response to this invitation, including, without limitation, the Bidder’s Price Schedule, are confidential and will not be disclosed until notice of intent to award the contract is issued. The Owner is a public agency as defined by state law. As such, the Owner is subject to the Nevada Public Records Law (Chapter 239 of the Nevada Revised Statutes). The Owner’s records are public records (unless declared by law to be confidential) which are subject to inspection and copying by any person. The Owner shall make available to the Applicants and the public the results of the evaluations of bids.

IVGID will evaluate bids submitted in response to this invitation and intends to award the resulting agreement to the lowest responsive and responsible bidder in accordance with the evaluation and award procedures stated herein.

A visit to the fueling locations can be arranged by contacting the IVGID Procurement Office.

mailto:bjd@ivgid.org https://www.planetbids.com/portal/portal.cfm?CompanyID=30437, ARTICLE 1 PROJECT DESCRIPTION AND BUDGET

Project Name: Bulk Fuel Purchase and Delivery Service

General Project Description:

1.1 Incline Village General Improvement District (the District or IVGID) is seeking bids from qualified vendors to provide Bulk Fuel Purchase and Delivery services to the District on an as needed basis for District owned tanks and generators.

1.2 The resulting agreement will be for an initial term of four (4) years, anticipated to begin October 15, 2026, subject to Board of Trustees approval, with an option to renew for two (2) additional one-year periods, if agreed upon by both parties and in the best interests of the District.

ARTICLE 2 BID REQUIREMENTS AND TECHNICAL SPECIFICATIONS

2.1 Bid Process

Each bid will first be reviewed to determine whether it is responsive to the requirements of this invitation to bid. A responsive bid must include all required forms, certifications, pricing information, and acknowledgments and must demonstrate compliance with the minimum qualifications and technical specifications established herein.

The District will then determine whether the bidder is responsible and capable of fulfilling the resulting contract. In making this determination, the District will consider the bidder’s qualifications, licenses, financial responsibility, experience, equipment, delivery capabilities, past performance, references, and ability to comply with the District’s operational requirements.

The District intends to award the contract to the lowest responsive and responsible bidder based on the bid-evaluation methodology stated in this Invitation to Bid.

2.2 General Minimum Qualifications

Each minimum qualification listed below is mandatory. Failure to demonstrate compliance with a minimum qualification may result in rejection of the bid as non-responsive or a determination that the bidder is not responsible.

2.2.1 All fuel supplied through this contract must comply with applicable governmental and industry standards and specifications in accordance with NRS, NAC Chapter 590, and Title 49 for transportation of hazardous materials.

2.2.2 Vendor must be a Certified Carrier in full compliance with the Nevada Transportation Authority per NAC 706 and be able to provide a copy of Certification along with other appropriate licenses and documentation required when transporting certain fuels under NRS 365.530. Use of common carriers will be allowed as long as they are in full compliance as stated above. Vendors must also comply with NRS:

Chapter 366 – Special Fuel Tax Act. Vendor must also submit proof of Nevada and Washoe County Business Licenses, (see Appendix A)

2.2.3 Vendors must submit a Bill of Lading and Material Safety Data Sheets (MSDS), as defined and prescribed in 29 C.F.R., Section 1910.1200 to the District. MSDS sheets are to accompany the hazardous material and be provided to agency personnel at the time of delivery.

2.2.4 Vendor must be capable of accessing all locations where services will be provided (see Appendix C).

2.3 Technical Minimum Qualifications

The fuel products and delivery services provided under the resulting contract shall comply with all technical specifications and delivery requirements contained in this Article. By submitting a bid, the bidder certifies that it can comply with these requirements except for any deviations specifically identified in its bid.

2.3.1 Supplier must not blend in any using of the District’s fuel storage tanks. Any blending and/or splash blending must be done prior to delivery. All fuel supplied through this contract must comply with applicable governmental and industry standards and specifications following the minimum specifications.

2.3.2 Diesel fuel sold under the terms and conditions of this agreement during the core winter-time months will require winterized fuel additives, as needed by the delivery location.

2.3.3 Fuel Products to be provided:

2.3.3.1 Unleaded Fuel-octane rating between 86 and 87

2.3.3.2 Red-dyed diesel or "off-road" diesel

2.3.4 Fuel Sample Analysis

2.3.4.1 Deliveries of fuels under this contract are subject to a fuel analysis to determine compliance with the fuel specifications. This provision does not, in any manner, relieve the supplier of its responsibilities to deliver fuel in accordance with the specifications.

2.3.4.2 If the analysis reveals that the fuel does not meet the specifications, the District may terminate the contract for default, withhold payment for the delivered fuel and/or require the Vendor to remove fuel from the tank. Depending on the situation, the District reserves the right to terminate for default or provide the vendor the right to cure prior to termination.

2.4 Delivery Requirements

2.4.1 Deliveries shall be made to the District-owned fuel storage tanks and generators identified in Appendix C. Specific delivery dates and times shall be coordinated between the District and the vendor.

Fuel quantities and delivery frequency may vary based on seasonal operations and the District’s actual needs. The District does not guarantee a minimum number of deliveries or quantity of fuel purchased.

2.4.2 By mutual agreement between the District and the vendor, designated locations may be serviced on a regularly scheduled or “keep full” basis at no additional charge to the District.

2.4.3 All deliveries shall be made using a bobtail fuel delivery truck of an appropriate size and configuration for the District’s roads, access routes, and delivery locations. Tractor-trailer tanker trucks shall not be used due to the size and access limitations of the District’s delivery locations.

2.4.4 Regular Delivery: Unless otherwise agreed to by the District, delivery shall be completed within two business days after the vendor receives an order. Deliveries shall be made during the delivery hours designated by the District for each location. Deliveries to Diamond Peak Ski Resort during the winter operating season shall be completed before 8:00 a.m., so that delivery vehicles do not obstruct guest access, traffic circulation, or parking operations.

Late Delivery: It will be the vendor’s responsibility to notify the District immediately of any delays in delivery, either after regular hours or next day. Any charges incurred for non-notification will be at the vendor’s expense. The District, at their discretion, may choose to reschedule the delivery due to the delay.

2.4.5 The vendor shall be capable of safely and reliably delivering fuel throughout the year, including during winter weather and snow conditions. Delivery vehicles shall be properly equipped for winter travel and shall comply with all applicable traction-device, vehicle-safety, and hazardous-material transportation requirements.

Snow, ice, steep grades, narrow roads, seasonal traffic, or unfamiliarity with a delivery location shall not relieve the vendor of its obligation to fulfill the delivery requirements. The vendor shall coordinate with District staff when conditions require adjusted delivery timing or special access arrangements.

2.4.6 In the event the vendor is not able to supply fuel to the District due to lack of supply or any other reason, the District reserves the right to purchase the fuel from a vendor outside of the contract.

2.5 Vendor Requirements

2.5.1 The vendor shall perform all deliveries to facilities in a safe and professional manner. Vendor’s equipment shall be in good working order and all personnel shall be trained in safety measures to preclude accidents endangering personnel or property. Vendor must commit to delivery as requested, at time stated on accepted orders. Vendor shall provide office and personal resources for responding to requests during standard working hours.

2.5.2 Spill Clean Up, the vendor will be responsible to pay for all cost and damages including the costs of remediation of the spillage area, for all spillage of bulk fuel which may be due to vendor’s negligence.

2.5.3 The vendor shall provide a certified meter ticket documenting the actual number of gallons delivered.

Each delivery shall also be accompanied by an applicable bill of lading identifying the fuel type, quantity, source, delivery date, and delivery location.

2.6 Invoicing Requirements

Vendor shall bill each District delivery location separately and provide a separate invoice for each fuel type. Each invoice shall show the exact delivery location, description, fuel type, quantity (net metered gallons delivered), and contract number. Invoice pricing shall be itemized, showing the Base Market Price per gallon, the Extension Price and appropriate Taxes separated by description and rate; vendors shall not charge or include on invoice any Federal or State taxes the District may be exempt from paying.

PUBLIC WORKS DEPARTMENT

BULK FUEL PURCHASE AND DELIVERY SERVICES

ARTICLE 3 BID SCHEDULE

September 14, 2026 September 23, 2026, 4:00 pm September 24, 2026 4:00 pm September 28, 2026, 4:00 pm

September 30, 2026

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

ITB for Bulk Fuel Purchase And Delivery Services Advertised ITB - Last Day for Questions ITB - Last Day for Addenda Bid Due Vendor Selection, Notice of Intent to Award Issued IVGID Board of Trustees Approval October 14, 2026

ARTICLE 4 BID EVALUATION AND AWARD

4.1 The District will review each bid for responsiveness to the requirements of this ITB and determine whether the bidder is responsible and capable of performing the resulting contract.

4.2 To be considered responsive, a bid must include all required forms, certifications, acknowledgments, and pricing information and must not contain material exceptions to the requirements of this invitation.

4.3 The District will determine the lowest responsive and responsible bidder using the total evaluated cost calculated from the estimated quantities and pricing submitted in Appendix D, Bid Pricing Schedule.

4.4 In determining bidder responsibility, the District may consider the bidder’s licenses, financial responsibility, relevant experience, available equipment, fuel-supply capability, delivery performance, references, past performance, and ability to comply with the required delivery schedule and site-access restrictions.

4.5 The District reserves the right to verify any information submitted by a bidder, contact references, request clarification of a bid, waive minor informalities or irregularities, reject any or all bids as permitted by law, and cancel this solicitation when determined to be in the District’s best interest.

4.6 A bidder’s failure to meet a mandatory minimum qualification or technical requirement may result in rejection of its bid.

4.7 If the selected vendor fails to perform in accordance with the bid specifications or repudiates the contract, the District may exercise any remedy available under the resulting contract or applicable law, including awarding the contract to the next lowest responsive and responsible bidder in accordance with

NRS 332.065.

ARTICLE 5 WITHDRAWAL OF BID

The Vendor’s authorized representative may, prior to the date and time set as the deadline for receipt of the bids, modify or withdraw a response via Planet Bids. A modification or withdrawal received by IVGID’s Planet Bids website prior to 4:00 p.m. (PST) on September 28, 2026, shall be considered timely.

ARTICLE 6 TECHNICALLY UNACCEPTABLE/NON-RESPONSIVE

Technically unacceptable/non-responsive bid will be rejected by the District. Unacceptable/non-responsive bids are defined as bids that do not comply with the ITB terms, conditions, and requirements.

ARTICLE 7 ANTI-LOBBYING CLAUSE

During the period beginning on the date of issuance of this invitation by IVGID and ending on the date of award by IVGID, no person or entity submitting a bid in response to this invitation, 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 ITB 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 (Betsy Davis); 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 bid or response.

ARTICLE 8 DISQUALIFICATION OF BIDS

Vendors may be disqualified and b id may be rejected for any of, but not limited to, the following causes:

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

2. Failure to properly complete the bid

3. Evidence of collusion among Vendors

4. Violation of Article 7 Anti-Lobbying Clause

The District 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 Vendors.

ARTICLE 9 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 Vendors, Prospective Vendors, 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 Agreement, the

PUBLIC WORKS DEPARTMENT

BULK FUEL PURCHASE AND DELIVERY SERVICES

Vendor 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 Vendor, or may impact the Vendor’s objectivity in performing the Work.

ARTICLE 10 COLLUSION CLAUSE

Any evidence of agreement or collusion among vendors will render the bid of such vendor void.

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

ARTICLE 11 INVITATION APPENDIX

Appendixes to this invitation are listed below. Please ensure appendix A, B and D are included in bid submission.

Appendix A – Business License Information

Appendix B – Certifications

Appendix C – Bulk Fuel Delivery Locations

Appendix D – Bid Pricing Schedule

Appendix E– Sample Professional Services Agreement

Appendix A

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

(This form to be signed and returned at the time of bid)

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 bid 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 bid 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 bid 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 to the above statement. My explanation is attached.

Signature Date

Appendix C

BULK FUEL DELIVERY LOCATIONS

Name Location Type Capacity Fuel Type 94-011 1220 Sweetwater Rd Above Ground 7000 gal Unleaded Above Ground 4000 gal Diesel Above Ground 4000 gal Diesel 96-029 1210 Ski Way Upper Maintenance Shop (Ski) Underground 2000 gal Unleaded 96-030 1210 Ski Way Main Lodge Parking Lot (Ski) Underground 6000 gal Diesel 97-042 931 Fairway Blvd (Champ Golf) Above Ground 1000 gal Unleaded Above Ground 1000 gal Diesel 97-043 890 Wilson Way (Mountain Golf) Underground 2500 gal Unleaded Underground 600 gal Diesel SG-TPSG 1250 Sweetwater Rd (WRRF) Generator 1000 gal Diesel SGWPS1A 665 Lakeshore Blvd (Burnt Cedar) Generator 4000 gal Diesel SGSPS01A 958 Lakeshore Blvd (Sewer 1) Generator 2000 gal Diesel SGSSPS 2000 State Route 28 (Spooner Pump Station) Generator 1600 gal Diesel

*all addresses are located in Incline Village, NV 89451

Appendix D

BID PRICING SCHEDULE

Please utilize the spreadsheet attached to bid titled “Appendix D_Bidder Fuel Pricing Schedule.xlxs”

Example Pricing Schedule:

Appendix E

SAMPLE 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 Vendor. 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 vendor 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”). 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 subvendors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subvendors 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 subvendor to commence work on any subcontract until it has provided evidence satisfactory to the District that the subvendor 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 subvendors 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: $1,000,000 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 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 subvendors 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 subvendors 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 subvendors 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 General Manager. 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 ap@ivgid.org.

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 as provided mailto:ap@ivgid.org herein, the District may require Consultant to provide all finished or unfinished Documents and Data (defined below) and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documents and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, the District may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

District Incline Village General Improvement District 893 Southwood Blvd.

Incline Village, NV 89451 Attn: [INSERT NAME]

Consultant

[ INSERT NAME ]

[ INSERT ADDRESS ]

[ INSERT ADDRESS ]

Attn: [ INSERT NAME ]

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data. All source code, reports, programs, manuals, disks, tapes, and any other material prepared by or worked upon by Consultant for the Services shall be the exclusive property of the District, and the District shall have the right to obtain from Consultant and to hold in District’s name copyrights, trademark registrations, patents, or whatever protection Consultant may appropriate to the subject matter. Consultant shall provide District with all assistance reasonably required to perfect the rights in this subsection.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of the District, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use the District’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the District.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.6 Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the District, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and vendors arising out of or in connection with the performance of the Services, the Project, or this Agreement, including without limitation the payment of all consequential damages, expert witness fees, and attorney’s fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against District, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against District or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse District and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided, including correction of errors and omissions. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents or volunteers. In consideration of the award of this contract, the Vendor agrees to waive all rights of subrogation against the District, its officials, employees, agents and authorized volunteers for losses arising from the work performed by the Vendor for the District.

3.5.6.1 Design Professional. To the extent required by NRS 338.155, Consultant’s obligation to defend, indemnify, and hold District, its officials, officers, employees, volunteers, and agents free and harmless shall not include any liability, damage, loss, claim, action or proceeding caused by the negligence, errors, omissions, recklessness or intentional misconduct of the employees, officers or agents of the District.