WCL GCCS Consulting RFQ 2025.pdf

FWS 070315

Shasta County

DEPARTMENT OF PUBLIC WORKS

1855 PLACER STREET

REDDING, CA 96001-1759

530.225.5661 530.225.5667 FAX

800.479.8022 California Relay Service at 700 or 800.735.2922

C. TROY BARTOLOMEI, DIRECTOR

JOHN A. HEATH, ASSISTANT DIRECTOR

KEN D. CRISTOBAL, DEPUTY

SHASTA COUNTY DEPARTMENT OF PUBLIC WORKS

REQUEST FOR QUALIFICATIONS FOR

LANDFILL GAS RELATED SPECIALIZED

CONSULTING AND TESTING SERVICES

DUE: May 09, 2025, at 3:00 p.m.

A. Introduction

Shasta County is seeking a qualified consultant(s) to provide specialized consulting and testing services related to West Central Landfill (WCL) Gas Collection and Control System (GCCS) planning, design, operation, environmental monitoring, assessment, and remediation. This Request for Qualifications (“RFQ”) is intended to establish the specifications, terms, and conditions governing the selection of a consultant(s) (“Consultant”) to provide these services.

B. Background

The GCCS requires routine maintenance, calibration, and monitoring. GCCS operations are governed by a Title V permit that requires that the gas wellfield, gas control device and waste disposal surface emissions be operated within specific parameters. The consultant(s) will be responsible to provide these services on an on-going basis. Additionally, engineering consulting services for the purposes of planning, design, operations, environmental monitoring, assessment, and remediation are needed on an as-required basis.

C. Project Scope of Work

A Consultant may choose to offer consulting services for some of the Scope of Work, or the entire scope listed below.

Although an effort has been made to identify the overall scope of work that may be needed, it is not the intent of the RFQ to expressly delineate in detail each and every task the Consultant may be asked to do. The ensuing scope of work identifies the major considerations as identified by the County. The Consultant is encouraged to identify additional services that may be of use to the County. The extent to which the Consultant’s proposal demonstrates forethought and familiarity with related issues will be considered in evaluation of the Consultant’s qualifications and experience.

The exact scope of services required by the County will be set forth in the agreement between the County and the Consultant or Consultants. A sample copy of the County’s proposed agreement is attached to this RFQ (Attachment A).

WEST CENTRAL LANDFILL

GCCS CONSULTING AND TESTING SERVICES

April 10, 2025

In general, the Consultant will:

1. Provide GCCS operations, maintenance and monitoring services including:

a. On-site services as required for routine operation, system adjustment, and maintenance of the GCCS. Consultant shall provide such services at the frequency necessary to meet the operational needs of the GCCS, or as requested by County, but in no case shall on-site visits to perform these services be at a frequency of less than one day per week, when required.

b. On-call support, as requested by County, to assist in GCCS malfunctions, and non-routine or emergency operation or adjustment of the GCCS.

c. Conducting all monitoring as required by the facility’s Title V Operating Permit, 40 Code of Federal Regulations Part 98 and 17 California Code of Regulations §95460- 95476. Consultant shall supply said monitoring data to County for reporting in accordance with the applicable regulations.

2. Assisting in the realization and oversight of a landfill gas utilization project including, but not limited to, providing technical assistance during negotiation of an agreement leading to such a project, related permitting and environmental review processes, assessment of related design plans, and assessment and evaluation of such a project’s operation, maintenance and monitoring as related to the GCCS.

3. Engineering and design services related to expansion, improvements, and modifications of the GCCS. Such work may entail, but not be limited to, design of GCCS expansions, improvements and modifications, preparation of design basis memorandums, plans, material, and construction detail specifications for use in County construction contracts, construction estimates, conducting construction material submittal reviews, responding to related technical questions and assistance with or preparation of related permitting and environmental documents.

D. County Duties

1. Provide available information in County’s possession including, but not limited to, drawings, maps, studies, surveys, reports, and other information related to the work being performed as requested by the Consultant.

2. Provide Consultant reasonable access to WCL to permit Consultant to complete the services described in the agreement.

E. Statement of Qualifications

The Statement of Qualifications must include all of the following components:

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

2. Acknowledgement of Scope of Work and Qualifications. Provide an acknowledgement of the service(s) intended on providing and list your firm’s qualifications to provide such proposed services.

3. List of Responsible Personnel. List the Principal-in-Charge, and others who will be directly involved with the pursuit of the work. Provide a concise statement of qualifications and experience of each person listed. The experience and role of personnel involved with Item 4, “Description of Related Experience,” shall be emphasized. Include an organizational chart of key personnel involved.

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

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

6. Do not state the fee/cost for services anywhere in the Statement of Qualifications.

F. Fee Proposal

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

The County will not open the Fee Proposal until a review of the Statement of Qualifications has been completed. Do not state your fees/costs for services anywhere in the Statement of Qualifications.

The Fee Proposal shall address the following points, in the following order:

1. The Fee Proposal should contain the Consultant’s schedule of labor rates, reimbursable expenses and mark-ups.

2. Fees shall include all tax, overhead, and profit.

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

G. Submittals

Pages in the statement of qualifications/proposal shall be typed with the maximum number of pages of proposal information to be limited to 15 pages (except cover sheet, index sheet, blank pages, and table of contents). Only the specifically requested information shall be submitted.

The proposals shall be submitted electronically via bidnetdirect.com no later than 3 p.m. on Friday, May 09, 2025. Late proposals will not be accepted.

Access to bidnetdirect.com is available at: https://www.bidnetdirect.com/california/shastacounty.

The Statement of Qualifications shall be submitted electronically as a PDF marked with the Proposer’s name and the title “Envelope 1 – Statement of Qualifications.”

The Fee Proposal shall be submitted electronically as a PDF (separate from the Technical Proposal) marked with the Proposer’s name and the title “Envelope 2 – Fee Proposal.”

The Statement of Qualifications and Fee Proposals shall be separate, independent documents.

Do not state the fee/cost for services anywhere in the Statement of Qualifications.

H. Terms and Conditions

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

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

https://www.bidnetdirect.com/california/shastacounty

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

I. Evaluation and Selection

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

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

• Understanding of the work to be done (20%).

• Experience with similar kinds of work (40%).

• Quality of staff for work to be done (15%).

• Demonstrated technical ability (25%).

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

J. Award of Agreement

1. The County reserves the right to negotiate the terms of the agreement for this project with one or more respondents. If only one respondent responds to this RFQ, the County may, at its sole discretion, enter into negotiations with that respondent or terminate the RFQ process.

Upon completion of the evaluation period, the County shall notify the respondent(s) who will be considered for further evaluation and negotiation. All respondents so notified may be requested to make presentations and, if necessary, shall negotiate in good faith in accordance with direction from the County. Any delay caused by respondent’s failure to respond to direction from the County may lead to a rejection of the submission.

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

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

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

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

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

K. Reservation of Rights by the County

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

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

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

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

4. Negotiate with one or more respondents.

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

6. Terminate the RFQ process.

L. Cost of Preparation of RFQ Response

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

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

M. Notification of Withdrawal of Submission

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

N. Use and Disclosure of Submissions

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

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

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

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

ATTACHMENT A NO WITHHOLDING

SAMPLE COUNTY AGREEMENT

Consultant’s Name Page 1 of 15 GCCS Consulting & Testing PERSONAL SERVICES AGREEMENT Contract No.

PERSONAL SERVICES AGREEMENT

BETWEEN THE COUNTY OF SHASTA AND

[CONSULTANT NAME]

This agreement is entered into between the County of Shasta, through its Department of Public Works, a political subdivision of the State of California (“County”) and [CONSULTANT NAME] (“Consultant”) (collectively, the “Parties” and individually a “Party”) for the purpose of maintenance, reporting, and engineering for the Gas Collection and Control System (“GCCS”).

Section 1. RESPONSIBILITIES OF CONSULTANT

Pursuant to the terms and conditions of this agreement, Consultant shall provide engineering and consulting services related to the collection, control and monitoring of landfill gas at the West Central Landfill:

A. Provide gas collection and control system (“GCCS”) operations, maintenance and monitoring services including:

1. Provide on-site services as required for routine operation, and system adjustment of the GCCS. Consultant shall provide such services at the frequency necessary to meet the operational needs of the GCCS, or as requested by County, but in no case shall on-site visits to perform the services be at a frequency of less than one day per week, every month.

2. Provide on-call support, as requested by County, to assist in GCCS malfunctions, and non-routine or emergency operation or adjustment of the

GCCS.

3. Conduct monitoring as required by the facility’s Title V Operation Permit, 40 Code for Federal Regulations Part 98 and 17 California Code of Regulations §95460-95476. Consultant shall supply said monitoring data to County for reporting in accordance with the applicable regulations.

B. Provide engineering & design services related to the expansion, improvements and modifications of the GCCS. Such work may entail, but not limited to, design of the GCCS expansions, improvements and modifications, preparation of design basis memorandums, plans, material and construction detail specifications for use in County construction contracts, construction estimates, conducting construction material submittal reviews, responding to related technical questions and assistance with or preparation of related permitting and environmental documents.

C. As required by Government Code Section 7550, each document or report prepared by Consultant for or under the direction of County pursuant to this agreement shall contain the numbers and dollar amount of the agreement and all subcontracts under the agreement relating to the preparation of the document or written report. If multiple documents or written reports are the subject of the agreement or subcontracts, the disclosure section may also contain a statement indicating that the total agreement amount represents compensation for multiple documents or written

ATTACHMENT A

Consultant’s Name Page 2 of 15 GCCS Consulting & Testing PERSONAL SERVICES AGREEMENT Contract No.

reports. Consultant shall label the bottom of the last page of the document or report as follows: department name, agreement number, and dollar amount. If more than one document or report is produced under this agreement, Consultant shall add:

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

Section 2. RESPONSIBILITIES OF COUNTY

A. County shall:

1. Provide information about the requirements of the project, including budget limitations and scheduling, that are by Consultant.

2. Provide available maps, drawings, specifications, monitoring data, planning studies or other information contained in the County archives as requested by the Consultant in executing the scope of work.

3. Provide reasonable access to the landfill as requested by the Consultant in executing the scope of work.

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

Section 3. COMPENSATION

A. As compensation for providing the services described in this agreement Consultant shall be paid on a time and materials basis in accordance with the Schedule of Fees, contained in Exhibit A, attached and incorporated herein.

B. Consultant may request in writing that the rates set forth in Exhibit A be adjusted at the end of each on-year term of the agreement in order to reflect increases in costs.

Such adjustment shall be limited to no more than 3% per one-year term of that agreement and shall be enacted by amendment to the agreement as provided in Section 7.

C. Consultant shall be reimbursed for payment of direct costs and expenses, including travel and subcontracting actually incurred by Consultant. Travel expenses shall be reimbursed as follows:

1. Vehicle Travel: Automobile travel shall be reimbursed per mile at the current Internal Revenue Service Standard Mileage Rate. Other means of travel shall be reimbursed at the actual costs incurred.

2. Lodging: At actual costs incurred

3. Meals: Per meal in accordance with the current meal reimbursement rates and policies established by the California Department of Human Resources.

Consultant’s Name Page 3 of 15 GCCS Consulting & Testing

Consultant shall submit original receipts or invoices to document each cost or expense. Failure to submit original receipts or invoices shall result in denial of payment for said cost or expense.

D. In no event shall total compensation paid to Consultant pursuant to this agreement exceed [$ AMOUNT].

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

Section 4. BILLING AND PAYMENT

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

Section 5. TERM OF AGREEMENT

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

B. Notwithstanding the foregoing, County shall not be obligated for providing its responsibilities hereunder for any future County fiscal year unless or until County’s Board of Supervisors appropriates funds for the County’s responsibilities in this agreement in the County’s budget for that County fiscal year. In the event that funds are not appropriated for this agreement, then this agreement shall end as of June 30 of the last County fiscal year for which funds for the County’s responsibilities in this agreement were appropriated. For the purposes of this agreement, the County fiscal year commences on July 1 and ends on June 30 of the following year. County shall notify Consultant in writing of such non-appropriation at the earliest possible date.

Section 6. TERMINATION OF AGREEMENT

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

Consultant’s Name Page 4 of 15 GCCS Consulting & Testing

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

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

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

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

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

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

Section 7. ENTIRE AGREEMENT; AMENDMENTS; HEADINGS;

EXHIBITS/APPENDICES

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

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

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

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

Section 8. NONASSIGNMENT OF AGREEMENT; NON-WAIVER

Inasmuch as this agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or sublet any interest herein without the prior

Consultant’s Name Page 5 of 15 GCCS Consulting & Testing written consent of County. The waiver by County of any breach of any requirement of this agreement shall not be deemed to be a waiver of any other breach.

Section 9. EMPLOYMENT STATUS OF CONSULTANT

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

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

Section 10. INDEMNIFICATION

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

Consultant’s Name Page 6 of 15 GCCS Consulting & Testing provision shall survive the termination, expiration, or cancellation of this agreement.

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

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

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

Section 11. INSURANCE REQUIREMENTS

Without limiting Consultant’s duties of defense and indemnification:

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

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

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

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

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

Consultant’s Name Page 7 of 15 GCCS Consulting & Testing

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

“Separation of Insureds.

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

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

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

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

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

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

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

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

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

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

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

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

Consultant’s Name Page 8 of 15 GCCS Consulting & Testing

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

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

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

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

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

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

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

7. Coverage required herein shall be in effect at all times during the term of this agreement, and may be provided by programs of self-insurance when

Consultant’s Name Page 9 of 15 GCCS Consulting & Testing supported by adequate evidence meeting appropriate self-insurance and regulatory compliance. Insurance is to be placed with insurers authorized to transact business in California, with a current A.M. Best’s rating of not less than A:VII, unless otherwise authorized by County.

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

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

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

Section 12. NOTICE OF CLAIM; APPLICABLE LAW; VENUE

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

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

Section 13. COMPLIANCE WITH LAWS; NON-DISCRIMINATION

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

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

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

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

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

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

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

1771.4 (submission of certified payrolls to Labor Commissioner).

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Section 14. ACCESS TO RECORDS; RECORDS RETENTION

A. County, federal, and state officials shall have access to any books, documents, papers, and records of Consultant that are directly pertinent to the subject matter of this agreement for the purpose of auditing or examining the activities of Consultant or County. Except where longer retention is required by federal or state law, Consultant shall maintain all records for five years after County makes final payment hereunder. This provision shall survive the termination, expiration, or cancellation of this agreement.

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

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

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

REPORTING OBLIGATIONS

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

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

Section 16. LICENSES AND PERMITS

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

Consultant’s Name Page 12 of 15 GCCS Consulting & Testing licenses, permits, certificates, and credentials shall be deemed a breach of this agreement and constitutes grounds for the termination of this agreement by County.

Section 17. PERFORMANCE STANDARDS

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

Section 18. CONFLICTS OF INTEREST

Consultant and Consultant’s officers and employees shall not have a financial interest, or acquire any financial interest, direct or indirect, in any business, property, or source of income that could be financially affected by or otherwise conflict in any manner or degree with the performance of the work or services required under this agreement.

Section 19. NOTICES

A. Except as provided in Section 6.C. of this agreement (oral notice of termination due to insufficient funding), any notices required or permitted pursuant to the terms and provisions of this agreement shall be given to the appropriate Party at the address specified below or at such other address as the Party shall specify in writing Such notice shall be deemed given: (1) Upon personal delivery; or (2) if sent by first class mail, postage prepaid, two days after the date of mailing.

If to County: Shasta County Department of Public Works 1855 Placer Street Redding, CA 96001 530-225-5661; Fax 530-225-5667

If to Consultant: [VENDOR NAME & ADDRESS]

B. Any oral notice authorized by this agreement shall be given to the persons specified in Section 19.A. and shall be deemed to be effective immediately.

C. Unless otherwise stated in this agreement, any written or oral notices on behalf of the County as provided for in this agreement may be executed and/or…