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South Tahoe PUD - RFP for IT Strategic Plan Update South Tahoe Public Utility District NOTICE OF REQUEST FOR PROPOSALS Information Technology Strategic Plan Refresh SOLICITATION NUMBER: 2022-IT-01 SOLICITATION RELEASE DATE: February 17, 2022 PROPOSAL DUE DATE AND TIME: March 31st, 2022 AT 2:00 p.m. (PST) NOTICE IS HEREBY GIVEN that The South Tahoe Public Utility District (District) is requesting proposals from qualified technology consulting firms to assist with the development of a 5-Year Information Technology Strategic Plan, in accordance with the attached specifications and general terms and conditions. The District will award a Contract to the Contractor whose offer represents the “best value” to the District, price and other factors considered. NOTICE IS HEREBY FURTHER GIVEN that Respondents must FIRST register as a vendor online at the District’s vendor portal: http://www.planetbids.com/portal/portal.cfm?CompanyID=21516 Electronic proposals will also be submitted through this website. As a registered vendor within the District’s vendor database, you will be automatically notified of Q & A alerts, updates and addenda. The PlanetBid-Portal Button is provided on the District’s web page (https://stpud.us) at “Doing Business” then “Request for Proposals” through which you can access the Registration/Vendor Profile, and Bid Opportunities modules. Registration is free and immediate. More details pertaining to District’s e-bidding portal, PlanetBids, will follow. NOTE: All proposals are to be submitted electronically OR by sealed bid with media device per instructions herein. South Tahoe Public Utility District Information Technology Department Chris Skelly, Project Manager, Information Technology Manager E-mail: cskelly@stpud.dst.ca.us 2 South Tahoe Public Utility District NOTICE OF REQUEST FOR PROPOSALS Information Technology Strategic Plan Refresh SOLICITATION NUMBER: 2022-IT-01 PROPOSAL DUE DATE AND TIME: March 31st, 2022 AT 2:00 p.m. (PST) NOTICE IS HEREBY GIVEN that Respondents must FIRST register online to access all solicitation documents related to this Request for Proposals (RFP). As a registered vendor within the District’s vendor database, you will be automatically notified of Q & A alerts, updates and addenda. The PlanetBid-Portal Button is provided on the District’s web page (https://stpud.us) at “Doing Business” then “Request for Proposals” through which you can access the Registration/Vendor Profile, and Bid Opportunities modules. Registration is free and immediate. Electronic (E-bid Option 1) - See Pages 5 through 6 herein. Sealed Bid Proposal (Paper Submission & Media Device – Option 2) “Media Device” – Compact Disc (CD), DVD (Digital Versatile Disc), or Flash Drive Submittal Location: South Tahoe Public Utility District / Attn: Information Technology Department 1275 Meadow Crest Drive; South Lake Tahoe, CA 96150 For paper submittals, the District requests that bid proposals are submitted in triplicate, one (1) unbound original and three (3) copies plus a media device in a sealed envelope or package. The original proposal must be clearly marked and contain original signatures and must be easily reproducible on a standard copying machine. The District will not accept bid proposals via fax. Provide the solicitation invitation number, the Respondent’s name and address clearly on the envelope. All offers must be completed in ink or typewritten. Offers must be in the actual possession of the Information Technology Department Office and stamped by a member of the Information Technology Department staff on or prior to the exact time and date indicated above. Late submittals or unsigned submittals will not be considered under any circumstances. All questions, inquiries and comments regarding this solicitation must be submitted in writing via the PlanetBids (PB™) online system no later than Friday, March 11th by 5:00PM at https://stpud.us using the “Questions and Answer” tab. Answers provided by the District will be answered using the PB™ online system as they are received. Respondents are responsible for obtaining the solicitation and any attachments from the District’s PlanetBids™ online system linked at https://stpud.us. Respondents are required to review the entire solicitation package before submitting questions. It shall be the sole responsibility of the Respondent to verify issuance of any addenda and to check all avenues of document availability prior to the opening date and time. By submitting a proposal, the Respondent shall be deemed to have received all addendums and to have incorporated them into its proposal. All such addenda shall become a part of the resulting contract and all Respondents shall be bound by such addenda whether or not received by the Respondent. 3 NEW VENDOR REGISTRATION To ensure successful vendor registration, follow these steps: 1. Go to the District’s official website https://stpud.us 2. Choose the Doing Businesses banner. Choose Request for Proposals option (or use the link below). https://stpud.us/doing-business/request-for-consultant-proposals/ 3. Choose titled, PlanetBid-Portal. You will have entered the PlanetBids Vendor Portal. 4. Choose [New Vendor Registration]. Create your own username/password. When completing your company profile, choose as many commodity codes that are representative of the products and services your company offers. The database only allows one (1) email address. If your company has a common group email address, it is recommended a company (group) email address be used instead of an individual’s email address to ensure all company sales and/or procurement staff are automatically notified by the system (based on the commodity codes chosen) that the District is seeking bids or proposals. Otherwise, be sure to share the email address used with co-workers. Download the Vendor Portal User Guide for instructions on editing a vendor profile and/or view a Bid Detail. Note: Vendors will not be able to access the BID OPPORTUNITIES module until successful vendor registration has been completed. INSTRUCTIONS FOR UPLOADING PROPOSALS ELECTRONICALLY 1. On the Vendor Portal page, log into the system (lower right hand corner of screen) with your assigned user name and password. (You must be registered to download documents and submit a bid proposal.) Choose [Bid Opportunities] and then on the Bid/Invitation Number and Description that you wish to bid on. The selected bid will open to allow you to access all tabs, documents, and the pricing sheet, if applicable. 2. Choose the [Documents & Attachments] tab to be sure you have downloaded all documents that are part of this bid. NOTE: If you have not already downloaded all bid documents, you must download them now, to submit your bid. The screen will indicate which documents you’ve already downloaded. 3. Choose the tab [Addenda & Emails] to be sure you have read and acknowledged all addenda that have been issued for this bid. NOTE: The screen will display “yes” or “no” next to each addendum (if applicable) to indicate whether you have viewed and acknowledged it. If you have not previously acknowledged an addendum, do so now by clicking on the addendum to open and read it, then click on the 4 [Acknowledge] button on the lower left-hand corner of screen. PLACING an eBID 4. On the Bid Detail Page, the bid will state if the response format is Electronic, Electronic & Paper or Paper only. To place/upload a bid proposal electronically, click on [Place eBid] on the lower right corner of the screen. The bid “Terms and Conditions” will pop up with a button for you to click [Accept] to acknowledge your agreement to the terms of the bid. 5. Enter the Respondent information on the [Detail] tab. 6. Go to the [Attachments] tab and click the [ATTACH] button to upload your bid proposal. The District will provide a Response File to be used to submit a response (proposal) in a separate file. The District may add-on or allows General Attachments (often renamed to specifically request certain type(s) of information, i.e., cost proposal, marketing materials, etc.) Note: If only one Response File is offered, all requested information must be uploaded as one (1) document. It is not necessary to use all General Attachments that may be offered. 7. When you have finished uploading (eBid) your proposal, choose the [Save] button. This saves your bid proposal as a draft for you to review or revise as needed anytime up to the bid submittal deadline. When you are ready to submit your bid proposal, choose the [Submit] button. You will receive a confirming message that looks like this: Bid Successfully Submitted Thank You! Your bid has been successfully submitted to South Tahoe Public Utility District. Bid Confirmation #nnnnn (Date and Time) Your eBid can be edited or withdrawn at any time prior to bid Closing. [Summary] [OK] NOTE: E-Bids are sealed and cannot be viewed by the District until the closing date and time. As noted above, if you need to withdraw your bid, you may do so any time before the bid deadline by going back into the system and selecting [withdraw]. Please enter your bid proposal in sufficient time to complete and submit it prior to the stated deadline. The official closing time for the bid is determined, and controlled, by the electronic clock in the bid management system. Once the deadline is reached, the system will not allow any bids to be submitted, and any in processes that are not completed will be rejected. The amount of time required to enter and submit your bid depends on the complexity of the bid and the processing speed of your server and internet connections. Technical Support In the event you encounter technical difficulties during the uploading process, please contact the PlanetBids, Bids Online system team as shown below Monday through Friday from 8:00 a.m. to 5:00 p.m. support@planetbids.com or call (818) 992-1771 Ext. 0 - Monday - Friday, between 7am and 5pm (Pacific), excluding statutory U.S. holidays. Bid prices must be entered and required documents uploaded to the PlanetBids system no later than the date and time indicated on the cover sheet of the Solicitation. No late bids will be accepted. No other method of bid submittal will be accepted. 5 Request for Proposals South Tahoe Public Utility District Information Technology Strategic Plan The South Tahoe Public Utility District (District) is requesting proposals from qualified technology consulting firms to assist with the development of a 5-Year Information Technology Strategic Plan. This document outlines the scope of work for the consulting services. I. INTRODUCTION & BACKGROUND The South Tahoe Public Utility District, a public agency chartered in 1950, operates at the south shore of Lake Tahoe in El Dorado County, California. The District supplies drinking water and provides wastewater collection and treatment. The District recycles 100 percent of its wastewater to Alpine County where its application benefits agricultural land. In addition, the District recycles 100 percent of its biosolids with Bently Agrowdynamics in Douglas County, Nevada. Lake Tahoe’s seasonal tourism and the large number of part-time residents cause wide fluctuations in both daily water production and wastewater flows. The District serves water to approximately 14,100 homes and businesses. Annual water production is nearly 2.5 billion gallons. Twelve active wells, 18 water tanks, 16 booster stations, 29 pressure zones, and nearly 254 miles of water mains comprise the District's water system. The sewage collection system consists of more than 312 miles of gravity collection lines, 20 miles of pressure force mains, and 42 lift stations, providing service to more than 18,000 homes and businesses. The wastewater treatment plant dry weather permitted capacity is 7.7 million gallons per day. The design and operation of the wastewater treatment plant makes it possible to achieve water quality that allows water and biosolids recycling. Each year the plant treats and exports more than 1.6 billion gallons of recycled water that meets high-reuse standards. Under provisions of the 1968 Porter-Cologne Water Quality Control Act, considered to be California’s premier water quality legislation, the District transports the recycled water nearly 26 miles out of the Tahoe Basin to the District-owned and operated Harvey Place Dam and Reservoir. The recycled water facilities, known as the Diamond Valley Ranch (DVR), are near Woodfords, California, in neighboring Alpine County. The District’s state-certified laboratory performs more than 30,000 tests annually to monitor a variety of chemicals and microorganisms in the drinking water, wastewater treatment, and recycled water export systems. These tests on groundwater, surface water, and soils safeguard District customers and the environment. Water is vital to our community. As part of providing a high-level of customer service, the District diligently alerts and educates customers on matters affecting their water supply and water quality. The District prepares an annual Consumer Confidence Report (CCR) that easily explains critical drinking water information. Current and past CCR’s are available on the District’s web site at www.stpud.us. The Information Technology Department supports more than 120 staff. Helpdesk services (including enterprise software support such as utility billing, document management, financial management, Supervisory Control and Data Acquisition (SCADA), Advanced Meter Infrastructure (AMI), and more), Desktop, Server, and Network Administration, Telecom and Audio-Visual support are some of the services handled by the internal IT staff. The District’s Information Technology Network Infrastructure is segregated between the Business Network and the SCADA network. The District’s Data Center consists of 1 VMware Virtual Center Server managing a cluster of 4 ESXi Hosts and Nimble Storage Array for the business network infrastructure. 6 The current Information Technology Strategic Plan was developed several years ago as a temporary plan with the primary purpose of providing IT with the guidelines for delivering quality Technology Service Management to its customers as well as equipping the District employees with innovative, secure, user friendly and cost-effective technologies to enable them to deliver customer-focused services to the community. With the vast changes in the District’s IT infrastructure, service management processes and procedures, the existing IT Strategic Plan is no longer adequate to support the Information Technology goals and objectives of the District. II. SCOPE OF SERVICE The goal of the Information Technology Department is to proactively support, maintain, secure and enhance the District’s IT hardware, software and communication infrastructure in a responsive, cost effective and professional manner thereby enabling the District to continuously meet and exceed expectations for a friendly, customer-service oriented government. The purpose of this RFP is to solicit proposals from qualified professionals with experience in Information Technology needs and operations involving local government to develop a formal 5- year Information Technology Strategic Plan for the District that will assess current IT operations and provide recommendations for future technology projects and operational changes, based on industry best practices. This includes technology systems, telecommunications, hardware, software, and human capital to support Information Technology use at the District. SCOPE OF SERVICE Perform a comprehensive assessment of the District’s existing technology environment: • Conduct a thorough analysis and provide recommendations on the District’s current technology operations and environment, including services, infrastructure, staffing, applications, security, funding, workflow processes and business systems. • Conduct an assessment of the District’s current IT Governance structure to ensure that it best supports the District’s technology needs through the most appropriate service provision agreements, policies, resource availability and reporting relationships. • Identify practical and relevant public sector industry standards for an IT Contingency Plan for Incident Response, Disaster Recovery, Business Continuity and Risk Management. Review and update the District’s IT Disaster Recovery Plan with current findings. • Identify the key internal and external factors; strengths, weaknesses, opportunities and threats (SWOT analysis). • Identify existing and available outsourcing relationships and opportunities. • Conduct an internal and external penetration test. A summary of the results of the penetration test will be provided in a separate document. • Evaluate and identify means and approaches to accommodate current and emerging technology requirements, major trends and upgrades facing the District. • Assess internal customer needs by meeting with all levels of management and other key technology stakeholders. Produce a stakeholder survey results document. • Identify workflow processes to ensure efficient service management and delivery to business units and the public. • Evaluate and identify IT processes or staffing deficiencies based on a global view of the projects identified both in the updated IT Strategic Plan and the District’s ten-year Capital Improvement Plan. Provide an analysis on the expected additional workload and three cost based solutions (Low/Medium/High costs) to address any identified or projected deficiencies along with a pros and cons list for each of the proposals and a recommendation on the proposal the District should consider. 7 III. DELIVERABLES Deliverables to be provided include a 5-year IT strategic plan addressing the topics listed herein and any others identified in the process. Draft Plan – A draft strategic plan, comprised of an executive summary, findings, and prioritized recommendations shall be produced prior to being directed to proceed with a final plan. Final strategic plan. A final strategic plan will comprise of: 1. An executive summary that effectively communicates the information reviewed 2. A summary of findings and prioritized recommendations 3. A comprehensive document of findings and prioritized recommendations 4. A project plan outlining projects by priority that includes timelines and cost estimates 5. A Technology Stakeholder Survey outlining the findings from stakeholder interviews with satisfaction scores. 6. IT focused Disaster Recovery Plan 7. Executive summary and detailed findings documents from the penetration test Any documentation prepared by the Consultant shall be provided to the District in both hard copies and electronic format. A Final Report shall be issued following staff comments on the draft. In addition, District staff may require the Consultant to conduct a PowerPoint presentation to District officials and present the executive summary to the Board of Directors. The report should provide sufficient information for policy decisions regarding operational and service options. Eight (8) copies of the Final Report will be required along with an electronic copy. This project should be completed within 90 days of contract award. IV. CONSULTANT QUALIFICATIONS • Consulting company must have a minimum of five years’ experience developing IT Strategic Plans. • Consulting company must be 100% independent, defined as receiving no fees or commissions from any manufacturer, vendor or organization that could potentially be considered for the District as a qualified provider of hardware or software. • Consulting company must have prior experience with similar projects in the public sector. • Consulting company must maintain insurance and workman’s compensation policies that meet or exceed the minimum requirements of the District. • Consulting company must obtain a City of South Lake Tahoe business license prior to execution of a contract. • Consulting company must be willing to accept the District’s Master Agreement for Consulting Services (Please see associated link for “Attachment A – Master Agreement for Consulting Services). V. SUBMISSIONS Please submit firm/organization, qualifications, identify key staff to be assigned to this project, provide resumes for each key staff member; provide at least three (3) professional references for work that was performed similar to that requested in this RFP, and provide a detailed description of your approach to the project, including key activities and tasks to complete to meet objectives outlined, estimated time schedule, and a “not to exceed” cost proposal that reflects the project phases and/or milestones, anticipated reimbursable expenses, and the 8 rates of the people who would perform the work. VI. SELECTION CRITERIA The successful applicant must have public sector IT strategic plan experience. The successful firm will have demonstrated their ability to meet these requirements. Other criteria include: 1. Completeness of response to the RFP 2. Experience with similar projects at similar agencies and reference feedback 3. Ability to present technically complex concepts in a simple, comprehensible way 4. Cost 5. Oral communication skills 6. Writing and formatting skills VII. REQUIREMENTS OF PROPOSAL The following materials must be marked when submitted with the proposal. Proposal can include additional material; however, the length of the proposal should be kept to a minimum. 1. Cover Letter The cover letter should briefly state the consultant’s understanding of the work to be performed, the commitment to perform the work in the required timelines, and why the consultant believes it is best qualified to perform the duties and tasks outlined and described in scope of work contained in this request. It should be signed by an official with the legal authority to commit the resources of the firm. 2. Qualifications The proposal should include the following information and materials: a. Qualifications and Related Experience of Personnel Who Will Perform Work. Résumés of all personnel who are proposed to provide professional services to the District within the Scope of Work outlined and described in this request should be included. Résumés should include all relevant experience, education, and other qualifications over the past 3 years. b. Prior Relevant Experience. A description of prior work experience and projects relevant to the Scope of Work outlined and described in this request should be included. c. References of Local Government Clients. Please include a list of at least three (3) current and/or previous local government clients located in California for which a consultant assigned to the project has rendered professional services like the scope of work outlined and described in this request. 3. Approach, Scope, and Timelines Provide a proposed approach and projected timeline to conduct and complete each step in the Scope of Work 4. Cost a. Cost Estimate with justification b. Justification of hours and costs may be required prior to final selection and will be required prior to execution of a contract. c. Proposal shall include hourly rates for all personnel on the project. d. Proposal should include options for reducing or adding services. 9 VIII. GENERAL INFORMATION 1. The South Tahoe Public Utility District reserves the exclusive right on its selection of a consultant. 2. All proposals submitted will be subject to public records laws. 3. The District reserves the right to cancel or reissue the RFP or revise the timeline at any time. 4. The District reserves the right to reject any and all proposals and to waive minor irregularities in the proposal process. The District may accept any proposal if such action is believed to be in the best interest of the District. 5. The District is not liable for any cost incurred by the proposer prior to execution of a contract. 6. The District reserves the right to negotiate scope and cost with the consultant. 7. The project team shall be approved by the South Tahoe Public Utility District. The District must approve any changes in the project team. IX. QUESTIONS DURING PROPOSAL PERIOD All questions, inquiries and comments regarding this solicitation must be submitted in writing via the PlanetBids (PB™) online system no later than Friday, March 11th by 5:00PM at https://stpud.us using the “Questions and Answer” tab. Answers provided by the District will be answered using the PB™ online system as they are received. X. PROPOSAL TIME LINE Proposal must be received no later than 2:00PM on Thursday, March 31, 2022 This project should be completed within 90 days of contract award. Current 2018 10 ATTACHMENT A MASTER AGREEMENT FOR CONSULTING SERVICES ____________________________ THIS AGREEMENT is made and entered into as of the day of ______________2019 by and between South Tahoe Public Utility District, hereinafter referred to as "DISTRICT" and ____________________, hereinafter referred to as "CONSULTANT". RECITALS A. DISTRICT periodically makes improvements to its water, wastewater and ancillary facilities, for which it may require the services of a consultant. B. DISTRICT proposes to provide a MASTER AGREEMENT for consulting services which will be required by DISTRICT in general support of projects under separate titles (Task Orders). The general scope of services outlined in this MASTER AGREEMENT will be further defined by a series of Task Orders which will set forth the services to be performed (detailed scope), costs, and time for completion. C. DISTRICT desires to secure professional consulting services for said projects and CONSULTANT represents that CONSULTANT possesses the professional qualifications to provide such consulting services. D. DISTRICT and CONSULTANT agree to enter into this MASTER AGREEMENT for the performance of consulting services on the terms and conditions stated in this MASTER AGREEMENT. NOW THEREFORE, for and in consideration of their mutual promises and subject to the terms, provisions and conditions hereinafter set forth, the parties hereto do hereby agree as follows: ARTICLE I. - CONSULTING SERVICES A. Upon execution of this agreement and subsequent Task Orders by both parties, and upon receipt of written authorization from DISTRICT, CONSULTANT at CONSULTANT's sole cost and expense (to be reimbursed as outlined in ARTICLE IV) and to the satisfaction of DISTRICT, shall perform the services (Services) set forth in each Task Order and represented by a separate proposal for each Task Order. The Services shall be assigned to CONSULTANT by DISTRICT for the various projects as planned and developed by DISTRICT. Each Task Order shall specify the Services to be performed, the time schedules for completion of the Task Order and for completion of all tasks (Tasks) within the Task Order, and the cost (Cost Ceiling) including all fees, costs and expenses, both direct and indirect, of the Task Order, but shall otherwise be governed by the terms and conditions of this Agreement, as modified by the individual Task Orders. Task Orders shall be in writing, signed by both parties in advance, and shall be attached to this Agreement as consecutive exhibits beginning with Task Order 1. B. CONSULTANT agrees to comply with the schedule as set forth in each Task Order, and to provide Current 2018 11 Services in a timely manner to allow DISTRICT’s project(s) to be constructed as planned by DISTRICT. In the event CONSULTANT is not able to comply with the project schedule, a written statement from CONSULTANT will be required showing CONSULTANT's plan to bring schedule back into compliance to meet completion date. In the event of delays due to causes beyond the control of CONSULTANT, an extension to the schedule for performance shall be negotiated. C. CONSULTANT shall provide DISTRICT with a review of the budget amount when 75% of the Cost Ceiling of each Task Order has been expended. CONSULTANT shall be entitled to reallocate costs among subtasks within a Task. DISTRICT shall have the right to transfer Tasks and costs within the same or other Task Order(s). CONSULTANT may request a revision in the Cost Ceiling for performance of the Task Order, and will relate the rationale for the revision to the specific basis of estimate. Such notification will be submitted to DISTRICT at the earliest possible date. The Cost Ceiling will not be exceeded without approval by DISTRICT and written amendment to the Task Order. D. In the case of changes affecting project scope resulting from new findings, unanticipated conditions, or other conflicts or discrepancies, CONSULTANT shall promptly notify the DISTRICT of the identified changes and advise the DISTRICT of a recommended solution. Additional Services shall not be performed without prior written authorization of DISTRICT. DISTRICT may order, via a written amendment signed by each party’s authorized representative, changes in scope or character of Services, either decreasing or increasing the amount of CONSULTANT’S services associated with a given Task Order. An order for additional services constitutes a change to the Task Order and shall be made in writing, dated, and appended to that Task Order. Compensation for Additional Services shall be on the basis of Time and Materials or Lump Sum, to be agreed upon at the time of request for Additional Services. The estimated amount of compensation for Additional Services will be determined at the time the Additional Services are requested. ARTICLE II. - RESPONSIBILITIES OF DISTRICT A. DISTRICT shall furnish to or make available for examination by CONSULTANT, as it may request, all data and information which DISTRICT may have available, and CONSULTANT may rely upon such data and information developed exclusively by DISTRICT in the performance of CONSULTANT's services. B. DISTRICT shall secure and pay for all permits and licenses (other than permits and licenses under any patent or invention) and furnish all deposits and bonds necessary in connection with the Projects, except licenses required to permit CONSULTANT to do business at the place where its services are to be performed. CONSULTANT will assist DISTRICT in procuring necessary licenses or permits if required by DISTRICT to do so. C. In order that DISTRICT may meet its obligations with respect to the technical quality of the services to be performed under this Master Agreement, the services performed by CONSULTANT under this Agreement shall be under the general supervision and direction of the DISTRICT’s General Manager/Engineer (DISTRICT REPRESENTATIVE), who shall be Mr. John A. Thiel, P.E., M.B.A. CONSULTANT and its officers, employees, agents, affiliates, and subcontractors shall act in complete Current 2018 12 harmony and coordination with the DISTRICT REPRESENTATIVE. The DISTRICT REPRESENTATIVE shall keep in touch with the CONSULTANT during the duration of the Task Orders and shall be the authorized medium of communication for and with District matters pertaining thereto. DISTRICT REPRESENTATIVE may from time to time delegate any or all of his supervisory responsibility to appropriate staff members, and the DISTRICT shall so inform CONSULTANT before the effective date of each such delegation. ARTICLE III. - RESPONSIBILITIES OF CONSULTANT A. In rendering the professional services, CONSULTANT is an independent contractor, the DISTRICT being interested only in the result obtained, and the manner and means of conducting such professional services will be under the sole control of CONSULTANT, except that nothing herein shall be deemed to negate DISTRICT's right to direct the nature of the Services requested and to direct the work in terms of timing and coordination with the Projects. B. CONSULTANT shall secure approval of DISTRICT prior to executing contracts with subcontractors and prior to retaining subcontractors for any portion of services for DISTRICT. C. CONSULTANT shall be as fully responsible to DISTRICT for the negligent acts, errors, and/or omissions of its subcontractors, as it is for the negligent acts, errors and/or omissions of persons directly employed by it. CONSULTANT will be responsible for review and billing accuracy and for the direct payment for Services completed or equipment/materials supplied by all of its subcontractors. D. Nothing contained in the Agreement shall create any contractual relationship between any subcontractor and DISTRICT. E. Indemnification 1. CONSULTANT shall perform Services in a manner commensurate with prevailing professional standards of qualified and experienced personnel in CONSULTANT’S field. 2. CONSULTANT agrees to defend, indemnify and hold DISTRICT and each of its officers, employees, agents and representatives harmless from any claims, damage, liability or costs (including reasonable attorney’s fees and costs of defense) stemming from Services under this Agreement to the extent such claims, damage, liability or costs are caused by CONSULTANT’S negligence, recklessness or willful misconduct or by the negligence, recklessness or willful misconduct of CONSULTANT’S subconsultants, agents, or anyone acting on behalf of or at the direction of CONSULTANT. 3. DISTRICT agrees to defend, indemnify and hold CONSULTANT and each of its officers, employees, agents and representatives harmless from any claims, damage, liability or costs (including reasonable attorney’s fees and costs of defense) stemming from Services under this Agreement to the extent such claims, damage, liability or costs are caused by DISTRICT’S negligence, recklessness or willful misconduct or by the negligence, recklessness or willful misconduct of the DISTRICT’S subconsultants, agents, or anyone acting on behalf of or at the direction of the DISTRICT. 4. The provisions of this section survive the completion of services under or the termination of this Agreement. F. Insurance: The following are the basic requirements that CONSULTANT shall be responsible for at CONSULTANT's sole cost and expense, and for the full term of this Agreement and before commencement of services hereunder: Current 2018 13 1. CONSULTANT shall carry or require that there be carried Worker's Compensation Insurance for all of its employees and those of its subcontractors in accordance with the laws of the State of California. 2. CONSULTANT shall carry or require that there be carried Commercial Liability Insurance including Automobile Coverage, in an amount not less than $1,000,000 for each person, in an amount of not less than $1,000,000 on account of one accident, and Property Damage Insurance in an amount not less than $1,000,000 single limit Bodily Injury and Property Damage Insurance per occurrence. 3. CONSULTANT shall carry Errors and Omissions Insurance in an amount not less than $1,000,000 with a deductible of not more than $100,000 for the life of the Agreement which shall include one year beyond completion of Services. 4. Before commencing services, CONSULTANT shall submit evidence of the coverage required to DISTRICT for review and approval. All such coverage shall be subject to approval by DISTRICT; approval of which shall not be unreasonably withheld. Such insurance shall be carried with financially responsible insurance companies, licensed in the State of California, and approved by DISTRICT; approval of which shall not be unreasonably withheld. Evidence of coverage shall insure that such policies will not be canceled without 30 days prior written notice to DISTRICT. Commercial Liability policies, including Automobile Coverage and Property Damage Insurance, shall name DISTRICT, its officers, officials, volunteers, and employees as Additional Insured and as such persons, shall be Primary coverage. 5. It is the responsibility of the CONSULTANT to provide to the DISTRICT updated insurance certificates within 30 days after renewal or changes to insurance policies. 6. CONSULTANT shall grant to the DISTRICT a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the DISTRICT by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the DISTRICT has received a waiver of subrogation endorsement from the insurer. 7. CONSULTANT shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and the DISTRICT shall be named as an additional insured on insurance required from subcontractors. 8. The District reserves the right to modify insurance requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. G. CONSULTANT shall comply with all applicable laws, ordinances and codes of the Federal, State of California, and local governments. CONSULTANT shall hold DISTRICT harmless with respect to any damages to the extent arising from any tort committed in the performance of any of the services embraced by this AGREEMENT due to CONSULTANT's negligence. H. CONSULTANT is responsible for the health and safety of its employees, subconsultants, agents or anyone working on behalf or direction of CONSULTANT in the course of Services. CONSULTANT shall ensure that its employees, subconsultants, agents or anyone working on behalf of or under the Current 2018 14 direction of CONSULTANT shall have experience and knowledge of Federal, State and local Health and Safety regulations and requirements. I. CONSULTANT and its associates and employees involved in projects covered under this Master Agreement covenant that they presently have no interest and that they will not acquire any interest, direct or indirect, during the term of this Agreement which would conflict in any manner or degree with the performance of services required under this Agreement. J. CONSULTANT will name the supervisory and staffing levels in the performance of CONSULTANT's services for each Task Order. CONSULTANT shall not replace supervisory or staffing levels without the prior written consent of DISTRICT. In the event a change is required by reason of resignation or similar circumstance, DISTRICT shall not deny consent to a change, but shall have the right to review and approve or disapprove the particular person proposed as a replacement. Any proposed replacement shall have substantially the same experience and qualifications as the person being replaced. K. CONSULTANT shall furnish, at its own expense, all labor, materials, equipment, tools, transportation and services necessary for the successful completion of the services to be performed under this Agreement. CONSULTANT shall give its full attention and supervision to the fulfillment of the provisions of this Agreement and each Task Order by its employees and subcontractors and shall be responsible for the timely performance of the Services required by this Agreement. L. CONSULTANT shall furnish DISTRICT with reasonable opportunities from time to time to ascertain whether the Services of CONSULTANT are being performed in accordance with this Agreement. All work done and materials furnished shall be subject to final review and approval by DISTRICT. DISTRICT’s review and approval of the Services shall not, however, relieve CONSULTANT of any of its obligations under this Agreement. M. The DISTRICT participates in the CalPERS retirement system. It is the responsibility of CONSULTANT to ensure that staff working on DISTRICT projects and receiving CalPERS pension benefits do so in accordance with CalPERS rules and regulations. DISTRICT shall incur no cost associated with pension benefits of a person receiving pension benefits from CalPERS. Current 2018 15 ARTICLE IV. - CONSULTANT'S FEES A. CONSULTANT is employed to render professional services only, and any payments made to it are compensation only for such Services as it may render and recommendations it may make in carrying out the Services. CONSULTANT shall submit to DISTRICT an estimate of costs for the authorized Task Order. Said estimate shall include a breakdown of estimated job classification with corresponding man hours, hourly rate, and estimated fee, together with estimated expenses. Upon approval by DISTRICT, said total estimate shall become a Cost Ceiling, and total compensation for said Services shall not exceed said amount without further authorization by DISTRICT. DISTRICT shall be obligated to pay only such hourly rates and expenses as are actually incurred by CONSULTANT subject to the Cost Ceiling. The rates of compensation in the Task Order are agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Services contained therein. CONSULTANT’S obligation to render services thereunder will extend for the period set forth in the associated schedule, and required extensions thereto. If such dates are exceeded through no fault of CONSULTANT, then all rates, measures and amounts of compensation provided in the Task Order shall be subject to equitable, negotiated adjustment, but not otherwise. B. DISTRICT agrees to pay CONSULTANT for and in consideration of the faithful performance of all services and duties set forth in this Master Agreement and subsequent Task Orders, and agreed to be performed by CONSULTANT. CONSULTANT agrees to accept payment from DISTRICT as and for full compensation for the faithful performance of all said services and duties as the amount set forth for consulting services for each Task Order. C. The DISTRICT will not approve any additional compensation unless a change in the scope of the Services has occurred due to conditions that the parties could not have reasonably anticipated at the time entering into this Agreement. CONSULTANT shall notify DISTRICT immediately if the scope of services under the lump sum Task Order is changed substantially, as required in Article I, Paragraph D. D. CONSULTANT shall submit to DISTRICT a monthly, itemized invoice for services completed during the preceding month. The invoice should also include the purchase order number and task order number for each Task Order. Payment by DISTRICT to CONSULTANT shall be made within 45 days after receipt and approval by DISTRICT of CONSULTANT's hereinabove described invoice. E. Should the DISTRICT dispute any portion of any bill, the DISTRICT shall pay the undisputed portion within the time frame stated above and, at the same time, advise the CONSULTANT in writing of the disputed portion. The DISTRICT shall promptly notify CONSULTANT of the dispute and request clarification and/or remedial action. After any dispute has been settled, CONSULTANT shall provide a special invoice that accounts for the resolution of the disputed item. F. The costs for professional services and direct expenses shall be in accordance with the rates and amounts set forth in the applicable Task Order. In addition, the DISTRICT reserves the right to request from the CONSULTANT a breakdown of costs associated with the rates for professional services, including but not limited to direct salary, total overhead, and profit. G. CONSULTANT shall be solely responsible for the payment of all federal, state or local income tax, social security tax, worker's compensation insurance, state disability insurance and any other taxes or insurance which CONSULTANT is responsible for paying as an independent contractor under federal, state or local law. CONSULTANT shall procure and maintain all licenses necessary for the performance of the Services, all at the sole cost of CONSULTANT. All of the above shall not be Current 2018 16 reimbursable under the Agreement. ARTICLE V. - MISCELLANEOUS PROVISIONS A. Any Services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Agreement. B. Notice to Proceed - CONSULTANT will not begin services on any Task Order until DISTRICT directs it in writing to proceed. C. Submittal of Work Product and Written Notice - All reports and documents which CONSULTANT is required to furnish to DISTRICT (Work Product) and any other writing which CONSULTANT desires to give DISTRICT shall be delivered to DISTRICT or by depositing same in the United States mail, postage prepaid, addressed to: General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 Any legally operative documents shall be copied to: Brownstein Hyatt Farber Schreck, LLC 21 E. Carrillo Street Santa Barbara, CA 93101-2782 Any notices or other writing which DISTRICT desires or is required to give or furnish to CONSULTANT shall be delivered to CONSULTANT by delivering in person or by depositing same in the United States mail, postage prepaid, addressed to: ________________________________ ________________________________ ________________________________ The effective date of such written notice shall be the date of personal delivery of such notice or the receipt of same in the United States mail. The address to which any notice or other writing may be delivered may be changed upon written notice by such party as above provided. D. Ownership of Documents - All documents prepared by CONSULTANT and required to be furnished to DISTRICT in electronic and hard copy format, shall be the property of DISTRICT after payment to CONSULTANT. All electronic documents shall be provided to the District in an editable format. Any use of Work Product for other projects and/or any use of uncompleted documents without specific written authorization from CONSULTANT will be at DISTRICT's sole risk and without liability or legal exposure to CONSULTANT and DISTRICT shall indemnify and hold harmless CONSULTANT from all claims, damages, losses and expenses, including attorney's fees arising out of or resulting therefrom. E. Audit of CONSULTANT's Records - The books, papers, records, and accounts of CONSULTANT or any other consultants retained by CONSULTANT insofar as they relate to charges for services, or are in any way connected with the work herein contemplated, shall be open at all reasonable times to inspection and audit by the agents and authorized representatives of DISTRICT. Said records shall be retained for a minimum of five (5) years after completion of services on the individual Task Orders. F. Discrimination - During the term of this Agreement, CONSULTANT agrees in accordance with Section 1735 of the Labor Code of the State of California not to discriminate against any employee or Current 2018 17 applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, sex, or marital status. CONSULTANT will take affirmative action to the limits prescribed by law to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical handicap, medical condition, sex, or marital status. G. Assignment - Neither party shall assign any interest in this Agreement, nor transfer any interest in the same (whether by assignment or novation), without the prior written consent of the other party; provided, however, that claims for money due or to become due CONSULTANT from DISTRICT under this Agreement may be assigned to a bank, trust company or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to DISTRICT. H. Attorney’s Fees - If any legal proceeding is brought to enforce or interpret the provisions of the Agreement, the prevailing party shall be entitled to recover actual attorneys' fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys' fees award shall be made as to fully reimburse for all attorneys', paralegal and experts’ fees, costs and expenses actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys', paralegal and experts’ fees, costs and expenses paid or incurred in good faith. . I. Confidential Information - During and after the term of this Agreement, CONSULTANT shall not, directly or indirectly, use, exploit, disclose or divulge to anyone, except appropriate representatives of DISTRICT, any of CONSULTANT’S engineering Work Product, except as otherwise authorized with DISTRICT’s express consent. J. Authorization - All officers and individuals executing this and other documents on behalf of the respective parties certify and warrant that they have the capacity and have been duly authorized to execute said documents on behalf of the entities indicated. K. Time of the Essence. Time is of the essence in the performance of this Agreement and each Task Order. Any breach of any time deadline or schedule by CONSULTANT is agreed by the parties to be a material breach of this Agreement, providing DISTRICT with termination rights under this Agreement, in addition to its rights to recover damages, regular, consequential or otherwise. The failure on the part of CONSULTANT to perform the Services within such time deadline or schedule when such failure is caused by acts beyond the control of CONSULTANT shall not be considered a breach of this Agreement and CONSULTANT shall be entitled to an extension of such time deadline or schedule accordingly. ARTICLE VI. - CANCELLATION OF AGREEMENT OR SUSPENSION OF WORK A. This Master Agreement and/or subsequent Task Orders may be terminated in whole or in part in writing by either party for any reason, providing that no such termination may be effected unless the other party is given not less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate. B. This Master Agreement and/or subsequent Task Orders may be terminated in whole or in part in writing by DISTRICT for cause, effective immediately upon written notice of such termination to CONSULTANT, based upon the occurrence of any of the following events: 1) Material breach of this Agreement, Task Order or Task by CONSULTANT; Current 2018 18 2) Cessation of CONSULTANT to be licensed, as required by law; 3) Failure of CONSULTANT to substantially comply with any applicable federal, state or local law or regulation; 4) Filing by or against CONSULTANT of any petition under any law for the relief of debtors; and, 5) Conviction of CONSULTANT's principal representative or personnel of any crime other than minor traffic offenses. C. In the event the Master Agreement or subsequent Task Order(s) are terminated in whole or in part, CONSULTANT is to be fairly compensated for all approved Services performed under the terminated Task Order as of the termination date, provided that the total amount of compensation paid to CONSULTANT does not exceed the Cost Ceiling set forth in the Task Order, and provided that the CONSULTANT delivers to the District all Work Product due for the Services completed through the termination date. D. Upon receipt of a Termination Notice by CONSULTANT from DISTRICT, an equitable adjustment shall be negotiated to provide payment to CONSULTANT for termination settlement costs reasonably incurred by CONSULTANT relating to obligations and commitments as a result of entering into this Master Agreement and the affected Task Order. E. Upon receipt of a Termination Notice, CONSULTANT shall (1) promptly discontinue all services affected (unless the Notice directs otherwise), and (2) deliver or otherwise make available to DISTRICT, copies of data, design calculations, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by CONSULTANT in performing the services under the affected Task Order. ARTICLE VII. – DISPUTES A. All disputes arising out of or relating to this Agreement or subsequent Task Orders, or the professional services rendered hereunder, shall be determined by arbitration in El Dorado County, California, before a sole arbitrator, in accordance with the laws of the State of California. B. The arbitration shall be administered by JAMS® pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. C. Costs and attorneys fees in said arbitration shall be borne in accordance with the terms set forth in Article V.H., above. ARTICLE VIII. – SEVERABILITY AND WAIVER A. If any provision of this Agreement is held to be invalid and unenforceable, the remainder of this Agreement shall be valid and binding upon the parties, provided that the remainder of the Agreement can be interpreted to give effect to the intentions of the parties. B. Any waiver at any time by either party hereto of its rights with respect to a breach or default, or any other matter arising in connection with this Agreement, shall not invalidate this Agreement or be deemed to be a waiver with respect to any subsequent breach, default or matter. ARTICLE IX. - ENTIRE AGREEMENT Current 2018 19 A. This Master Agreement and the subsequent Task Orders contain the entire understanding between the parties with respect to the subject matter herein. This Agreement may not be amended except pursuant to a written instrument signed by all parties. B. This Master Agreement is to be binding on the heirs, successors, and assigns of the parties hereto and is not to be assigned by either party without first obtaining the written consent of the other party, subject to the terms of Article V.G. C. The term of this Agreement shall commence upon the date first written above and shall continue in full force and effect for a period no longer than 10 years, unless sooner terminated as provided herein. Any subsequent Task Orders that are scheduled to exceed the aforementioned duration shall require that this Agreement be renegotiated and executed prior to adoption of the Task Order. ARTICLE X. – EXECUTION OF AGREEMENT IN WITNESS WHEREOF, the parties hereto each herewith subscribe the same in duplicate on the effective date first written above. _____________________________________________ John A. Thiel, P.E., M.B.A., General Manager/Engineer South Tahoe Public Utility District ATTEST: _____________________________________ Melonie Guttry, Clerk of Board XXXXXXXXXXXXXXXXXXXXX. By __________________________________________ XXXXXXXXXXXXXXXXX