Kerby Fuels Reduction Project RFP~1.pdf

OregonBuys #S-Q10040-00010474

ILLINOIS VALLEY SOIL & WATER CONSERVATION DISTRICT

COVER PAGE

ILLINOIS VALLEY SOIL & WATER CONSERVATION DISTRICT

Is issuing this Request For Proposals (RFP) under OregonBuys Proposal Number

OREGONBUYS PROPOSAL NUMBER #S-Q10040-00010474 for

KERBY FUELS REDUCTION PROJECT

Release of Published RFP: 5/20/2024

Deadline for Submission of Proposals: Tuesday 6/18/2024 at 5:00 PM

Single Point of Contact (SPC): John Bellville

Address: 331 E Cottage Park Dr., Ste 1B

City, State, Zip: Cave Junction OR 97523

Phone: 541-592-3731

E-Mail: conservation@ivstreamteam.org mailto:conservation@ivstreamteam.org

ATTACHMENT A – PROJECT PROPERTIES AND MAP

SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

The Illinois Valley Soil and Water Conservation District, (“District”), is issuing this Request for Proposals (RFP) to establish a Contract for the Kerby Fuels Reduction Project, a fuels reduction project occurring on 11 private properties in Kerby, OR and Cave Junction, OR.

The project area totals approximately 72 acres. The contract is being awarded at a fixed price of $94,000.

1.2 SCOPE OF WORK/STATEMENT OF WORK/SPECIFICATIONS

It is the intent of these specifications, terms, and conditions to describe the services the District is seeking. The District intends to award a contract to the Proposer who best meets the District’s requirements.

The District is seeking proposals from qualified Contractors to conduct fuels reduction using a suite of treatments such as mastication, hand thinning and piling, and the creation of fuelbreaks.

Specifications and different treatment actions are detailed below. See map in Attachment A for specific location information. The IVSWCD intends to have fuels reduction work completed by July 2025.

The District is implementing this project under a Community Wildfire Defense Grant (CWDG) administered by the USFS.

SPECIFICATIONS:

Kerby Fuels Reduction Project

Units may require a combination of treatments to accomplish fuel reduction objectives using best management practices.

Technical Specifications

Fuels Reduction

A 3-level system based on % of cover for each property will be applied to the project property.

• Conifer:

o Slash all conifer vegetation less than 6" DBH to 20' x 20' spacing.

• Hardwood:

o Slash hardwood species less than 4" DBH to 25' x 25' spacing. Leaving the best 2-3 stems per clump.

o In areas (1/4 acre or greater) where hardwoods are the dominant species (i.e. oak woodlands, madrone stands, etc.), space hardwoods on a 25' x 25' spacing.

• Shrub:

o Slash all shrub species less than 4" in diameter within the stands.

o In areas (1/4 acre or greater) where there are not any conifers present, slash brush on a

25' x 25' spacing.

• Pruning:

o Prune all conifer and hardwood leave trees 8 feet off the ground or up to half the height of the crown of trees within 100 feet of roads and/or 50 feet from the center of the ridgelines, and around infrastructures.

• Leave Trees Guidelines:

o Choose the largest, healthiest, best-formed trees with the following characteristics:

Has no apparent damage to the main bole.

Is not chlorotic.

Demonstrates good vigor and is disease-free.

Has at least a 40% crown ratio.

o In areas with multiple species of conifers, leave tree preference is:

1. Sugar pine or ponderosa pine

2. All other conifers (i.e. Douglas-fir, western red cedar, incense cedar, true fir, knob cone) o In areas with multiple species of hardwoods, leave tree preference is:

1. Black or white oak

2. Pacific madrone o In areas with multiple species of shrubs, leave tree preference is:

1. Unique or uncommon species shall have preference.

2. Common species shall be selected for leave in proportion to their original ratio.

• Guidelines for Special Protection Areas and Buffers o Riparian Zones:

• Do not treat any riparian areas designated on the maps. A 100' buffer (50 feet on each pile slashed material within these buffers.)

• Do not pile slash in any culvert or drain ditch.

• No Treatment Areas o Cultural Sites o Wildlife Buffers o Botany Sites o Other areas pre-Identified as no treatment

Additionally, it is required and imperative that the Contractor contact the private landowners before accessing private property. If contact with the private landowner has not been established or approval given, the Contractor shall not travel to or access the private property.

The District will secure permits for this project work unless otherwise agreed upon with Contractor.

ESTIMATED WORK SCHEDULE AND QUANTITY:

Project Work Begins Fall/Winter 2024

Project Work Ends Spring 2025

1.3 SCHEDULE OF EVENTS

EVENT DATE TIME (Pacific Time) Questions and Clarifications Due

6/7/2024 5:00 pm

Answers to Questions and Clarifications Due (Approximate)

6/11/2024 5:00 pm

Proposal Submission Window Opens

6/11/2024 8:00 am

Proposals Due 6/18/2024 5:00 pm Notice of Intent to Award (Approximate)

6/28/2024 5:00 pm

Contract Execution (Approximate)

7/1/2024 5:00 pm

1.3 SINGLE POINT OF CONTACT

All questions, requests for clarification, and protests about any component of this RFP, including the technical requirements, contractual requirements, and the procurement process must be directed to the SPC identified on the cover page of this RFP.

SECTION 2: RFP PROCESS

2.1 PROCUREMENT AUTHORITY

The District is issuing this RFP pursuant to its authority under ORS 279A.050.

PROCUREMENT METHOD

The District is using the Intermediate Request For Proposals method, pursuant to ORS 279B.070 and

OAR 125-047-0270.

2.2 OREGONBUYS

This RFP, including all Amendments, attachments, and exhibits are published in the State of Oregon’s electronic procurement system OregonBuys at https://oregonbuys.gov/. RFP documents will not be mailed. Prospective Proposers are solely responsible for checking OregonBuys to determine whether any Amendment(s) have been issued. Amendment(s) are incorporated into the RFP by this reference.

2.2.1 OREGONBUYS ASSISTANCE

Proposers needing assistance with OregonBuys may contact the Helpdesk by telephone at (855) 800-5046 or by email to support.oregonbuys@oregon.gov .

2.2.2 OREGONBUYS REGISTRATION INFORMATION

For Vendor Registration: visit https://www.OregonBuys.gov.

Current and correct registration information is the sole responsibility of the registered party. The District accepts no responsibility for missing or incorrect information.

2.3 QUESTIONS AND CLARIFICATIONS

All questions and requests for clarification, related to this solicitation must:

• Be delivered to the SPC via an OregonBuys submission, email, or hard copy;

• Identify the Proposer’s name and contact information.

• Reference the OregonBuys proposal number.

• Refer to the specific area of the RFP being questioned (i.e., page, section, and paragraph number); and

• Be received by the due date and time for Questions/Requests for Clarification identified in the Schedule.

2.4 ADDENDUM

Unless otherwise stated in the RFP, the District shall post any Addendum on OregonBuys.

Addendums are incorporated into this RFP by this reference and can be viewed and downloaded by interested parties registered in OregonBuys unless an alternate process is defined in Section 2.2.2. Proposer is responsible for monitoring OregonBuys regularly until RFP Opening. The District is not responsible for sending Addendum to any prospective Proposer.

SECTION 3: INSTRUCTIONS TO PROSPECTIVE PROPOSERS

3.1 ACCEPTANCE PERIOD

Proposals are firm offers for a period of 60 calendar days from Opening.

3.2 PROPOSAL SUBMISSION REQUIREMENTS (GENERAL)

3.2.1 PROPOSAL FORMAT

Proposer shall submit its Proposal by email, OregonBuys, and/or hard copy. Hard copy version must use only white 8 1/2” x 11” Recycled Paper (Proposer must use Recycled Paper, to the maximum extent economically feasible), without extensive artwork, unusual printing, or other materials not essential to the utility and clarity of the Proposal. The District requests Proposals be submitted with the edges unbound.

The Proposal should be presented in a format corresponding to and referencing the sections contained in Section 3.3. Responses should be presented in the same order and identify the item being addressed.

3.2.2 SUBMITTING PROPOSALS

Proposer is solely responsible for ensuring its Proposal is received at District in accordance with the RFP requirements before Proposal Opening. The District is not responsible for any delays in mail or by common carriers or by transmission errors or delays or mistaken delivery for any reason. A Proposal submitted by any means not authorized below will be rejected. The following delivery options are permitted for this

RFP:

3.2.2.1 DELIVERY THROUGH OREGONBUYS

Proposal submission should be electronically through OregonBuys at:

OregonBuys.gov

3.2.2.1.1 ALTERNATIVE DELIVERY OPTION: DELIVERY THROUGH MAIL, EMAIL OR

PARCEL CARRIER

Proposals may be submitted by: Mail or Email and addressed as follows:

MAIL:

Kerby Fuels Reduction Project

OREGONBUYS #S-Q10040-00010474

Illinois Valley SWCD John Bellville / District Manager 331 E Cottage Park Dr, Ste 1B Cave Junction, OR 97523

E-MAIL:

E-Mail Address: conservation@ivstreamteam.org

When e-mailing in proposals, Proposers must address the Subject line as follows:

Subject: PROPOSAL FOR OREGONBUYS #S-Q10040-00010474

District operating hours are generally Monday through Thursday 9:00 AM to 4:00 PM, Pacific Time, except for State holidays and State approved closures.

mailto:conservation@ivstreamteam.org

3.2.3 PROPOSAL MODIFICATION

It is the responsibility of the Proposer to ensure modified Proposals are submitted before the Proposal Closing date and time. To be effective the modification must include the OregonBuys proposal number and be submitted to the SPC by Proposal Closing.

A Proposer wishing to make modifications to a Proposal already received by the District must:

• Withdraw its Proposal to make modifications and resubmit the Proposal pursuant to Section 3.2.6.

• All modifications made to a Proposal must be made in ink and must be properly initialed by the Proposer’s authorized representative.

• Submit modification(s), in writing, on Proposer’s letterhead, noting the specific change(s) to the original Proposal submission. All modifications made to a Proposal must be made in ink and must be properly initialed by Proposer’s authorized representative.

• Oral, facsimile, or telephonic modifications will not be accepted.

3.2.4 PROPOSAL WITHDRAWAL

If a Proposer wishes to withdraw a submitted Proposal, it must submit a Written notice signed by an authorized representative of its intent to withdraw to the SPC via email, OregonBuys, or hard copy prior to the Proposal Closing in accordance with OAR 125-247- 0440. To be effective the notice must include the OregonBuys proposal number.

3.2.5 LATE PROPOSALS

Late proposals will NOT be accepted or reviewed. Late Proposals will not be returned to the respective Proposer.

3.2.6 OPENING OF PROPOSALS

Proposals will not be publicly opened, and the names of all Proposers will not be read by the District at the location identified on the cover page of this RFP.

3.3 PROPOSAL REQUIREMENTS (PASS/FAIL)

Proposals will be reviewed on a Pass/Fail basis. Failure to provide any of the information or comply with any of the requirements in this section 3.3 and its subsections MAY be considered nonresponsive. The District has the right to determine if Proposals substantially meet the requirements of this RFP.

3.3.1 PROPOSAL OPENING

Proposals must be submitted by the Proposal Closing Date to be considered.

3.3.2 RESERVED

3.3.3 AUTHORIZED SIGNATURE

The Proposal must be signed by person(s) legally authorized to bind the Proposer to the Proposal and the Contract resulting from this RFP. Upon request by the District, any representative submitting a Proposal on behalf of the Proposer shall provide a current document certifying the representative’s authority to bind the Proposer. Upon request of the District, Proposer shall provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the Proposal to execute agreements on behalf of the entity.

3.3.4 REFERENCES

Proposer must provide 3 references from similar projects performed for any clients within the last 5 years. Information provided must include:

• Reference name, telephone number, email, and mailing address.

• Description of services or products provided.

• Service or product delivery starting and ending dates; and

• Reference representative name, telephone number, and email address.

3.3.6 PROPOSAL REQUIREMENTS

Proposer must submit all Proposal Package Elements as outlined in Section Five.

SECTION 4: MINIMUM QUALIFICATIONS

Proposer, Proposer’s principal, or Proposer’s staff, including sub-Contractors, shall have been regularly engaged in the items contained in Section One within forested environments for at least 3 years.

Proposer shall possess all permits, licenses, and professional credentials necessary to perform services as specified under this RFP.

Proposer shall furnish all labor, equipment, supervision, transportation, supplies, and incidentals to perform all necessary work.

SECTION 5: PROPOSAL PACKAGE REQUIREMENTS

Proposals are to be straightforward, clear, concise, and responsive to the information requested.

For proposals to be considered complete, Proposers must provide all requested information.

PROPOSAL ELEMENTS

1. Qualifications and Experience Provide an overview of your experience with similar projects and comparable work. Describe your ability to coordinate with both field personnel and project managers.

2. References Include at least three (3) references who can speak to your past performance and capability on these types of projects.

3. Approach

• Describe your approach to providing the Scope of Work described in this RFP in a high-quality, environmentally sound manner that will meet the District’s deadline of work completion by July 2025.

• A draft implementation schedule will be required, identifying an operation plan and weekly summaries of anticipated work completion.

• Demonstrate a thorough conceptual and technical understanding of the purpose and scope of the project.

• If planning to contract out for any services in the Scope of Work, identify which items and demonstrate your ability to educate and/or train a local workforce.

• Additionally, describe how you will communicate with the District regarding project progress, issues that may arise, or other necessary communication.

4. Staff to be Assigned Provide a staff organization chart and identify the roles and responsibilities to be fulfilled by each staff member or subContractor.

SECTION 6: RFP PROCESS

6.1 PROPOSAL TERMS AND CONDITIONS

It is the responsibility of each Proposer to be familiar with all of the specifications and terms and conditions of the RFP. By the submission of a proposal, the Proposer certifies that if awarded a contract, Proposer will make no claim against the District based upon ignorance of or misunderstanding of the specifications.

Each Proposer shall submit its proposal with the understanding that the proposal will become a part of the official file on this matter and shall be subject to disclosure, if requested by a member of the public, following the completion of negotiations.

By submitting a proposal, each Proposer certifies that all statements in this proposal are true. This constitutes a warranty, the falsity of which shall include the right, at the District’s option, of declaring any contract made, as a result thereof, null and void. Proposals shall be completed, executed, and submitted in accordance with the instructions of this RFP. If a proposal is not submitted in the format specified in this RFP, it may be rejected, unless the District determines that the nonconformity is either a minor irregularity or that the defect or variation in the proposal is immaterial or inconsequential. The District may give the Proposer an opportunity to cure any deficiency resulting from a minor irregularity or an immaterial or inconsequential defect, or District may waive such deficiency, whichever is most advantageous to the District.

6.2 SUCCESSFUL PROPOSAL AS PART OF CONTRACT SERVICES

Proposals received in response to this solicitation, at the District’s discretion, may be incorporated into the awarded contract and may serve as basic terms and conditions for the ultimate contract.

The District reserves the right to negotiate modifications or revisions to any awarded contract.

6.3 EVALUATION OF PROPOSALS

The objective is to perform a thorough and fair evaluation of submitted proposals and facilitate the selection of a Contractor that best satisfies the District’s requirements. The following describes the evaluation process and associated components.

6.4 SELECTION PROCESS

6.4.1

The District shall name, to evaluate the proposals for this RFP, a Local Contract Review Board (“LCRB”) composed of representatives from the District.

6.4.2

Proposal documentation requirements outlined in this RFP are designed to provide guidance to Proposers concerning the type of information that will be used by the Review Committee. Proposers shall be prepared to respond to requests by the Review Committee for additional items deemed necessary to assist in the evaluation process.

6.5 EVALUATION CRITERIA & SCORING

6.5.1

The LCRB shall be responsible for performing the evaluations of each proposal. Each member of the Committee shall rate the Proposers separately. The scores of each of the Committee members shall then be averaged to provide a total score for each of the Proposers. The proposals shall be evaluated on the following categories and the maximum weight possible for each category is listed below:

A. Completeness of Proposal Pass/Fail B. Qualifications and Experience 40% C. Approach 60%

SECTION 6: INTENT TO AWARD

6.1 AWARD

Award will be made to the qualified Proposer whose proposal will be most advantageous to the District, with all factors considered. The District will negotiate with the highest-ranked Proposer to develop the Scope of Work and contract for mutual satisfaction.

If the District cannot successfully negotiate a contract with the highest-ranked Proposer, the District will terminate negotiations and begin negotiations with the next highest-ranked Proposer.

Proposers will receive emailed Award/Non-Award notification(s), which will include the name of the Proposer to be awarded this contract.

Proposers are advised District reserves the following prerogatives:

• To reject any or all proposals;

• To consider historical information and fact, whether gained from the Proposer’s proposal or any other source, in the evaluation process; and

• The Proposer is cautioned that it is the Proposer’s sole responsibility to submit information related to the evaluation categories and the District is under no obligation to solicit such information if it is not included with the proposal. Failure of the individual or firm to submit such information may cause an adverse impact on the evaluation of the proposal.

6.2 INTENT TO AWARD NOTIFICATION

After a final selection is made, District will issue a notice of Intent to Award on OregonBuys.

Proposal files are public records and available for review at District by appointment.

6.3 RESERVED

6.4 NONDISCRIMINATION IN EMPLOYMENT

As a condition of receiving the award of a Contract under this RFP, Proposer must certify, in accordance with ORS 279A.112, that it has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are a member of a protected class. The policy and practice must include giving employees a written notice of a policy that both prohibits, and prescribes disciplinary measures for, conduct that constitutes sexual harassment, sexual assault, or unlawful discrimination.

6.5 OTHER REQUIRED INFORMATION

6.5.1 INSURANCE

Prior to award, Proposer shall secure and demonstrate to District proof of insurance as required in this RFP.

SECTION 7: CONTRACT EXECUTION

After submission of the required information and insurances identified in the RFP by the awardee and obtaining all requisite approvals required, District will proceed with the final award.

SECTION 8: ADDITIONAL INFORMATION

8.1 GOVERNMENT BODIES

Under ORS Chapter 190, District may enter into an agreement with another government body for the Goods or Services that are subject to this RFP. Intergovernmental agreements are not subject to the Public Contracting Code. If District receives an Offer from a government body, District will initially review the Offer according to the same criteria outlined in this RFP. District, in its sole discretion, may enter into an ORS Chapter 190 agreement with any government body for the Goods or Services, or any portion thereof, and cancel this RFP if it is in the public interest as determined by District.

8.2 OWNERSHIP/PERMISSION TO USE MATERIALS

Proposals submitted in response to this RFP become the property of the District. The submission of a Proposal in response to this RFP grants the District a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Proposal solely to evaluate the Proposal, awarding a Contract, or as otherwise needed to administer the RFP process, and to fulfill obligations under Oregon Public Records Laws. Proposals, including supporting materials, will not be returned to Proposer unless District cancels this RFP prior to the Proposal Closing identified in Section 1.3.

8.3 COST OF PROPOSAL

Proposers must pay all costs of proposing including, but not limited to, the cost to prepare and submit Proposals, samples, and other supporting materials, or to participate in demonstrations if required by this RFP.

8.4 CANCELLATION AND/OR REJECTION OF PROPOSALS/DAMAGES

Pursuant to ORS 279.100, the District may reject any or all Proposals in whole or in part and may cancel this RFP at any time when the rejection or cancellation is in the best interest of the District. District, the Illinois Valley Watershed Council, and their officers, employees and agents are not liable to any Proposer for any loss or expense caused by or resulting from the delay, suspension, or cancellation of this RFP, or rejection of any or all Proposals. Unless District cancels this RFP prior to the Proposal Closing identified in Section 1.3, all proposals will become part of the public record without obligation to District.

8.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

Following the award of the Contract, responses to the RFP are subject to public information requests unless the response or specific information contained therein is identified as exempt from public disclosure.

If Proposer believes any portion of its Proposal contains information considered a trade secret under ORS Chapter 192.345(2) or otherwise is exempt from disclosure under the Oregon Public Records Law, ORS 192.311 through 192.478, each page containing such information must include the following:

“This data is exempt from disclosure under the Oregon Public Records Law pursuant to ORS 192 and is not to be disclosed except in accordance with Oregon Public Records Law, ORS

192.311 through 192.478.”

Identifying the Proposal as a whole as exempt from disclosure is not acceptable. Cost information submitted in response to an RFP is generally not considered a trade secret under Oregon Public Records Law. If Proposer fails to identify the portions of the Proposal that Proposer claims are exempt from disclosure, Proposer is deemed to have waived any future claim of non-disclosure of that information.

8.6 RECYCLED PRODUCTS

Contractors shall use recyclable products to the maximum extent economically feasible in the performance of the contract services or work set forth in this document and the subsequent Contract. (ORS 279B.055(2)(f), ORS279B.225, and ORS279B.270-279B.280)

SECTION 9: CONTRACT INFORMATION

9.1 SAMPLE AGREEMENT

A sample professional services agreement will be developed using all standard terms and conditions required by the District, including the conditions stated below.

9.2 TERM/TERMINATION

The term of the initial contract awarded under this RFP will be for twelve (12) months with the project expected to be completed by July 1, 2025. By mutual agreement, this contract may be extended under the following circumstances:

• The District receives adequate funding to extend program operations;

• The District continues to need the services purchased under this RFP;

• The Contractor is willing and able to modify the services provided to best meet the needs of the program as determined by the District.

The contract will be subject to termination by either party upon 30 days’ advance, written notice of intent to terminate. The District may terminate the contract at any time, without written notice, upon a material breach of contract by the Contractor.

9.3 FUNDING AVAILABILITY

It is mutually agreed that if the District budget of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the District shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. District budget decisions are subject to the discretion of the LCRB.

If funding for any fiscal year is reduced or deleted by the District budget for purposes of this program, the District shall have the option to either cancel this Agreement with no liability occurring to the District, or offer an Agreement amendment to Contractor to reflect the reduced amount.

9.4 INSURANCE

Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees, or subcontractors. Coverage shall be at least as broad as:

The CONTRACTOR shall maintain in full force and effect, general commercial liability insurance, auto, and equipment liability insurance while performing work under this contract. Workers Compensation Insurance will be required for all employees working under this contract. The CONTRACTOR shall provide the DISTRICT with proof of Workers Compensation Insurance.

The CONTRACTOR shall provide the DISTRICT with a certificate of insurance with the DISTRICT named as certificate holder. The certificate shall show no less than $1,000.000.00 for commercial general liability.

In addition, participating landowners, the State of Oregon, the Illinois Valley Soil & Water Conservation District, the Illinois Valley Watershed Council, their officers, divisions, agents, and employees shall be named as additional insured.

The CONTRACTOR certifies that all personnel and equipment shall be licensed as required by the

State of Oregon or other regulatory agencies before performing work under this contract.

Each party agrees that it will be responsible for its own acts and the results thereof and will not be responsible for the acts of the other party and the results thereof.

The DISTRICT will not be liable for any damage to CONTRACTOR’s equipment caused by the

CONTRACTOR.

Should litigation be necessary to enforce any term or provision of this agreement, or to collect any portion of the amount payable under this agreement, then all litigation and collection expenses shall be paid to the prevailing party.

In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such a solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of CONTRACTOR and CONTRACTOR’S officers, directors, partners, employees, agents and subcontractors, and any of them, to DISTRICT and anyone claiming by, through or under DISTRICT, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract or warranty express or implied of CONTRACTOR or CONTRACTOR’S officers, directors, partners, employees, agents or subcontractors or any of them, shall not exceed $50,000 or the total compensation received by CONTRACTOR under this Agreement, whichever is greater.

9.5 HOLD HARMLESS

Contactor shall hold harmless, defend and indemnify District and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the District.

If such indemnification becomes necessary, the Board of Directors for the District shall have the absolute right and discretion to approve or disapprove of any and all counsel employed to defend the District. This indemnification clause shall survive the termination or expiration of this Agreement.