LAS VEGAS VALLEY WATER DISTRICT REQUEST FOR PROPOSAL RFP NO ELECTRONIC LITIGATION SUPPORT SERVICES

Transcription

1 LAS VEGAS VALLEY WATER DISTRICT REQUEST FOR PROPOSAL RFP NO ELECTRONIC LITIGATION SUPPORT SERVICES The Las Vegas Valley Water District (District) is soliciting proposals from qualified and interested firms to provide electronic litigation support services from firms who have existing capabilities and processes to potentially assist the District to produce in a timely manner documents and information in response to litigation, regulatory inquiry, or public information requests for the District s Legal Services Department. The District is not seeking a provider of services for a current matter, nor is receipt of award from this RFP guarantee of any future work with or for the District. The District is seeking to identify one or more qualified vendors to fulfill its litigation support needs should those needs exceed the District s or its agent s abilities to perform certain tasks, or meet certain deadlines. For further information, please contact James Barber, Purchasing Analyst, at (702) or at jim.barber@lvvwd.com. Request for Proposal packages are available in both hard copy and PDF format at the Purchasing Help Desk for the Las Vegas Valley Water District, 1001 South Valley View Boulevard, Las Vegas, NV , telephone (702) , address: purchasing_help_desk@lvvwd.com. Hearing impaired customers may obtain information by calling TT/TDD: Relay Nevada toll-free (800) No pre-proposal conference will be held. Instead, proponents may submit questions about this request for proposals through close of business, 4:30 PM PDT, on September 16, 2013 to jim.barber@lvvwd.com. Written answers to all questions will be distributed to all proposers by September 19, All proposals must be submitted in an electronic native (.xlsx) format using the spreadsheet provided. Other documents may be submitted in PDF format. All proposal content must be sent to the following address: purchasing_help_desk@lvvwd.com no later than 4:30 PM, PDT, on October 10, BOARD OF DIRECTORS LAS VEGAS VALLEY WATER DISTRICT PUBLISHED: THE LAS VEGAS REVIEW-JOURNAL SPECIAL NOTE TO ALL RECIPIENTS OF THIS INVITATION You have received this Request for Proposal because you are listed on our mailing list for this item. If you do not respond it may cause your firm to be removed from the mailing list for this item. 1

2 GENERAL INFORMATION RFP NO ELECTRONIC LITIGATION SUPPORT SERVICES 1. PURPOSE The purpose of this Request for Proposals is to solicit proposals from qualified firms to provide electronic litigation support services for use by the District s Legal Services Department. 2. TERMS AND EXHIBITS The term RFP, as used throughout these documents, will mean Request for Proposal. The term PROPOSERS as used throughout these documents, will mean the respondents to this Request for Proposal. The term DISTRICT, as used throughout these documents, unless otherwise specifically stated individually, will mean the Las Vegas Valley Water District, acting through its General Manager, any of its Directors, or any other designated staff representative. The term BOARD, as used throughout these documents, will mean the Las Vegas Valley Water District Board of Directors. 3. BACKGROUND The DISTRICT is a quasi-municipal corporation of the State of Nevada that began providing water to the Las Vegas Valley in The DISTRICT helped build the valley s water delivery system and currently provides water to more than one million people in Southern Nevada. In addition to the valley, the DISTRICT also services the communities of Blue Diamond, Searchlight, Kyle Canyon, Big Bend, and Jean, Nevada. The DISTRICT employs approximately 1,400 people and delivers water to over 300,000 commercial and residential accounts in the Las Vegas Valley. This represents about 80% of the Valley's population. The DISTRICT is the operating agency for the Southern Nevada Water Authority (SNWA), a regional organization that works to secure water resources for the valley. The SNWA also provides conservation programs for customers of member agencies. The DISTRICT is also steward to the Springs Preserve, the historical home of Las Vegas founding springs. Additional information about these entities can be found at and 4. OVERVIEW OF PROJECT At this time, the DISTRICT is interested in soliciting proposals from qualified and interested firms to provide electronic litigation support services from firms who have existing capabilities and processes to potentially assist the DISTRICT to produce in a timely manner documents and information in response to litigation, regulatory inquiry, or public information requests for the DISTRICT s Legal Services Department. LVVWD is not seeking a provider of services for a current matter, nor is receipt of award from this RFP guarantee of any future work with or for the DISTRICT. The DISTRICT is seeking to identify one or more qualified vendors to fulfill its litigation support needs should those needs exceed the DISTRICT s or its agent s abilities to perform certain tasks, or meet certain deadlines. 5. DESIGNATED CONTACTS The DISTRICT s representative will be James Barber, Purchasing Analyst, phone number (702) This representative will respond to all questions concerning the selection process for this RFP, and he will coordinate responses to questions regarding the scope of work. Questions regarding this solicitation should be directed in writing via to jim.barber@lvvwd.com or via fax at (702) Questions and answers will be compiled and published to all PROPOSERS via a written addendum. 2

3 General Information RFP No Electronic Litigation Support Services 6. CONTACT WITH DISTRICT DURING RFP PROCESS Communication between PROPOSERS and a non-designated DISTRICT contact regarding the selection of PROPOSERS or award of this contract is prohibited from the time the RFP is advertised until the item is posted on an agenda for the selection of PROPOSERS or award of the contract. Questions pertaining to this RFP shall be addressed to the designated contact specified in the RFP document. Failure of PROPOSERS to comply with this paragraph may result in their proposal being rejected. 7. TENTATIVE DATES AND SCHEDULE Cutoff date for questions: September 16, 2013 Addendum with answers to all questions published: September 19, 2013 Proposals DUE: October 10, 2013 Evaluation of proposals: October 10-22, 2013 Recommended PROPOSER selection & tentative negotiations: October 23, 2013 Date of award: November 5, 2013 or as directed 8. METHOD OF EVALUATION AND AWARD These services are considered to be professional services. For this reason, a competitive bidding exception applies, and award will be in accordance with the provisions of the Nevada Revised Statutes, Chapter 332, the Local Government Purchasing Act, Section (b). The proposals will be reviewed by a cross-functional team to select finalists. Members of this team may ask follow-up questions individually or as a group as part of the review process. One or more awards may be recommended to provide services to meet demand. To be considered for award, PROPOSERS must submit pricing information on the proposal form provided. The DISTRICT reserves the right, at its sole discretion, to proceed directly into negotiations with the PROPOSER(S) offering the best written proposal response(s) if the other finalists are not competitive with this PROPOSER or these PROPOSERS to the extent that consideration of award to other PROPOSERS is not warranted. The DISTRICT reserves the right to award the contract based on objective and/or subjective evaluation criteria. The contract will be awarded on the basis of which proposal(s) the DISTRICT deems best suited to fulfill the requirements of the RFP. The DISTRICT also reserves the right not to make an award if it is deemed that no proposal fully meets the requirement of this RFP or for any other reason. Proposed discount rates and any other proposed costs and fees may be subject to negotiation with the finalist(s) by one or more appointed DISTRICT representatives. 9. PROPOSER AND PROPOSAL INFORMATION a. Qualifications and Experience Within the response spreadsheet form attached, provide a description of the PROPOSER S qualifications and experience for the requested or analogous services, including biographical background of PROPOSER S personnel, their education, and work experience. The PROPOSER must be an established company recognized for its capacity to perform. The PROPOSER must have sufficient staff to meet the deadlines specified in the RFP. 3

4 General Information RFP No Electronic Litigation Support Services b. Client References Within the response spreadsheet form attached, list three (3) client references that have purchased similar services from PROPOSER in the last two (2) years. References must include firm/company name, contact person, address, address and phone number. c. Model Case Information In order to facilitate a standardized review of responsive proposals, the DISTRICT has developed the following model cases upon which PROPOSERS should base their responses. Please be guided by the estimated quantities as you prepare pricing, staffing, and turn-around times for your response. Please provide us with information regarding your capabilities and pricing based on the following two scenarios: Scenario 1: Large Case Example (Volume Discount Pricing) 1. Length of engagement: litigation or regulatory inquiry (potentially 1-3 years) 2. Number of files collected: At least 10,000, although potentially 500, This scenario includes harvesting of data from approximately 10 individual hard drives, and two individual network file shares. a. Before collection from one file share, LVVWD will want PROPOSER to cull and filter 500 GB of data utilizing an ECA appliance. Filtering will be based on search terms, people, and dates, and data will be in Microsoft Office productivity files, PDFs, and related native documents. 4. Type of documents: Documents will be collected and produced in both paper and native electronic format. Those documents not in native format (i.e., paper) will need to be scanned to a PDF image format with searchable text extracted; metadata and minor bibliographic coding will be required. Within the response, please provide a standard database field dictionary. a. PROPOSER must demonstrate that they can process, image, and unitize GIS and CAD files. Assume 10,000 native GIS files and 10,000 native CAD files. b. Assume predictive coding of 100,000 documents. c. Assume hosting and review of 500,000 documents. d. Assume 20 remote counsel reviewers working in conjunction with PROPOSER S managed (attorney) review team (Nevada Bar and Nevada review location not required). e. Assume production of 100,000 documents. f. Assume post-production hosting and analytics of 100,000 documents. g. Assume trial presentation of 1,000 exhibits and 10 day trial. 5. Within the response, please describe your reporting and quality assurance procedures. 6. Within the response, please identify all of your capabilities relevant to Scenario 1. Scenario 2: Small Matter Example 1. Length of engagement: subpoena or public records response (potentially 1-4 weeks). 4

5 General Information RFP No Electronic Litigation Support Services 2. Number of documents collected: At least 100, although potentially 1,000 client-collected paper and electronic Microsoft documents to be processed and produced. a. Assume production of 100 documents. 3. Type of documents: Documents will be collected and produced in both paper and native electronic format. Those documents not in native format (i.e., paper) will need to be scanned to a PDF image format with searchable text extracted; metadata and minor bibliography coding will be required. Within the response, please provide a standard database field dictionary. 4. Within the response, please describe your reporting and quality assurance procedures for small matters. 5. Within the response, please identify all of your capabilities relevant to Scenario 2. d. Services and Pricing Please provide a complete and detailed description for the services/processes identified in the attached spreadsheet (Attachment A: Las Vegas Valley Water District Request for Proposal Response Form). e. Compliance with the DISTRICT s Standard Agreement Terms Indicate any exceptions that your firm would have to take in order to accept the DISTRICT s standard agreement terms, which are attached as Attachment B. Be advised that any exception that is determined to be material may be grounds for elimination in the selection process. PROPOSERS offering the joinder use of existing agreements with public jurisdictions may also submit copies of those agreements in addition to their exception information, if any, concerning the DISTRICT s standard agreement terms. Three types of joinder agreements may be offered: (1) agreements with the Federal Government s General Services Administration in accordance with NRS (m), (2) agreements with local governments and special districts in any of the 50 states as per NRS , and (3) agreements with any of the 50 state governments in accordance with NRS f. Insurance Provide evidence of the PROPOSER S ability to provide the required certificates of insurance as indicated in the attached Standard Agreement. g. Financial Responsibility DISTRICT reserves the right to require proof of financial responsibility at its sole discretion for any finalist. If required, this information will consist of a financial statement (balance sheet, income statement, and cash flow statement) that will support the PROPOSER S financial ability to adequately support the PROPOSER S financial responsibilities and obligations for this agreement (i.e., employee payroll, payroll taxes, payment of fringe benefits, etc.). If a joint venture is part of the PROPOSER S submittal, the statements must be provided for all parties. Financial statements will be submitted to DISTRICT, who will consult with its Finance Department as needed for review and approval. All such submittals shall be submitted as a separate attachment to the RFP response to maintain confidentiality of this information in accordance with Chapter 239 of the Nevada Revised Statutes. h. Proposal Form Complete and submit the Pricing Proposal Form for all applicable items. 5

6 i. Other General Information RFP No Electronic Litigation Support Services PROPOSER(s) may include in this section other pertinent information regarding capability, competence, and performance record for DISTRICT s consideration. j. Authorized Signature The Pricing Proposal Form must be signed by the individual(s) legally authorized to bind the PROPOSER and must provide evidence of the authority per General Information Section 24. An original ( wet ) signature is not required, but the proposal form must be signed, scanned, and returned. 10. SUBMITTAL REQUIREMENTS NOTE - Failure to follow submittal requirements can delay the review and award process and may also affect PROPOSER S selection as a finalist. All responsive information required for evaluation shall be submitted in native form on the MS Excel spreadsheet attached hereto. Any additional information, including appendices, marketing, or other documents NOT embraced by the Excel spreadsheet may be submitted electronically as native or.pdf documents, however, such additional materials shall not exceed twenty-five (25) readable 8-1/2 x 11 pages, whether one-sided or two-sided (a two-sided page counts as two pages towards the limit), with a lowest acceptable font size of 11. Other attachments may be included with no guarantee of review. All proposal content must be sent to the following address: purchasing_help_desk@lvvwd.com no later than 4:30 PM, PDT, on October 10, FAXED PROPOSALS ARE NOT ALLOWED AND WILL NOT BE CONSIDERED. Regardless of the method used for delivery, PROPOSERS shall be wholly responsible for the timely delivery of their submitted proposals. 11. REJECTION OF PROPOSAL DISTRICT reserves the right to reject any and all proposals received by reason of this request. 12. PROPOSAL COSTS There shall be no obligation for the DISTRICT to compensate PROPOSERS for any costs associated with responding to this RFP. 13. ALTERNATE PROPOSALS Alternate proposals are defined as those that do not comply with the contract terms and conditions set forth in this RFP and the sample agreement and are unacceptable. 14. ADDENDA AND INTERPRETATIONS If it becomes necessary to revise any part of the RFP, a written addendum will be provided to all PROPOSERS by the DISTRICT S designated contact. DISTRICT is not bound by any specifications or information presented orally and/or in writing by DISTRICT s employees, agents or contractors, unless such clarification or change is provided to PROPOSERS in written addendum form from the Purchasing Division. 6

7 General Information RFP No Electronic Litigation Support Services 15. PUBLIC RECORDS The DISTRICT is a public agency as defined by state law, and as such, it is subject to the Nevada Public Records Law (Chapter 239 of the Nevada Revised Statutes). Under that law, all of the DISTRICT S records are public records (unless otherwise declared by law to be confidential) and are subject to inspection and copying by any person. PROPOSERS are advised that once the DISTRICT receives a proposal, its contents will become a public record and nothing contained in the proposal will be deemed to be confidential except for proprietary information. PROPOSERS shall not include any information in their proposal that is proprietary in nature or that they would not want to be released to the public. Proposals must contain sufficient information to be evaluated and a contract written without reference to any proprietary information. If a PROPOSER feels that they cannot submit their proposal without including proprietary information, they must adhere to the following procedure or their proposal may be deemed unresponsive and will not be recommended to the governing body for selection: PROPOSER must submit such information in a separate, sealed envelope labeled "Proprietary Information" with the RFP number. The envelope must contain a letter from the PROPOSER S legal counsel describing the documents in the envelope, representing in good faith that the information in each document meets the narrow definitions of proprietary information set forth in NRS , and NRS Chapter 600A, and briefly stating the reasons that each document meets the said definitions. Upon receipt of a proposal accompanied by such a separate, sealed envelope, the DISTRICT S representative will open the envelope to determine whether the procedure described above has been followed. Any information submitted pursuant to the above procedure will be used by the DISTRICT only for the purposes of evaluating proposals and conducting negotiations and might never be used at all. If a lawsuit or other court action is initiated to obtain proprietary information, a PROPONENT who submits the proprietary information according to the above procedure must have its legal counsel intervene in the court action and defend the secrecy of the information. Failure to do so shall be deemed PROPOSER S consent to the disclosure of the information by the DISTRICT, PROPOSER S waiver of claims for wrongful disclosure by DISTRICT, and PROPOSER S covenant not to sue DISTRICT for such a disclosure. PROPOSER also agrees to fully indemnify the DISTRICT if the DISTRICT is assessed any fine, judgment, court cost or attorney s fees as a result of a challenge to the designation of information as proprietary. 16. COLLUSION Any evidence of agreement or collusion among PROPOSERS and prospective PROPOSERS acting to illegally restrain freedom of competition by agreement to offer a fixed price, or otherwise, will render the offers of such PROPOSERS void. Advance disclosures of any information to any particular PROPOSERS which gives that particular PROPOSERS any advantage over any other interested PROPOSERS, in advance of the opening of proposals, whether in response to advertising or an employee or representative thereof, will operate to void all proposals of that particular proposal solicitation or request. 17. SAMPLE AGREEMENT TERMS A sample of DISTRICT s Standard Agreement Terms is attached as Attachment B. Any proposed modifications to these terms are subject to review and approval by the DISTRICT s General Counsel. 7

8 General Information RFP No Electronic Litigation Support Services 18. NOTICE OF AWARD Upon DISTRICT s final approval following the successful PROPOSER (S) insurance compliance, award of this proposal will be by a Blanket Purchase Order issued by the Purchasing Division. The contract document shall include this RFP document, an agreement, any associated addenda, and the successful PROPOSER S response, including the RFP Proposal Form as signed by the successful PROPOSERS. 19. FEDERAL, STATE, LOCAL LAWS All PROPOSERS will comply with all Federal, State and local laws relative to conducting business in Clark County. The laws of the State of Nevada will govern as to the interpretation, validity, and effect of this RFP, its award, and any contract entered into. 20. TAXES DISTRICT is exempt from State Retail Tax and Federal Excise Tax. The prices proposed must be net, exclusive of these taxes. 21. DURATION OF OFFER All proposals submitted in association with this RFP shall be considered valid offers for a minimum of ninety (90) calendar days after the date of proposal opening in order to allow the DISTRICT to evaluate the responses, complete the agreement, and secure award approval. 22. CONTRACT TERM The term of this Contract is governed by expenditures instead of time. The agreement will end when all funds allocated to this Contract are exhausted. 23. CONTRACT EXTENSION DISTRICT reserves the option to extend this Contract by adding funds using amendments approved by DISTRICT and PROPOSER. 24. AUTHORIZED REPRESENTATIVE The individual signing the Pricing Proposal Form shall submit written evidence that he or she has the authority to bind their company in matters relating to this Proposal. A corporate resolution, power-ofattorney, or other appropriate authorizing documents are suitable proof of this authority. The documentation should be submitted with the Proposal as per Section 9j. Failure to provide suitable proof of authority may be cause for rejection of Proposal. 25. INVOICING Invoicing shall be by calendar month in arrears. The initial invoice may be pro-rated to cover a partial month alone, or a partial month and a full month. Invoices are to be sent to: Information Technology, Financial Management Division, 1001 S. Valley View Blvd., Mail Stop 220, Las Vegas, NV Payment of invoices will be made within 30 calendar days after receipt of an accurate invoice that has been reviewed and approved by the applicable department s authorized representative. PROPOSER is responsible to insure that all invoices submitted for payment are in strict accordance with the price(s) offered on their response form. If overcharges are found, DISTRICT may declare PROPOSER in breach of the contract, terminate the contract, and designate the PROPOSER as non-responsible for a period of 3 years. PROPOSER shall put the applicable purchase order number on all invoices. 8

9 26. TRAVEL EXPENSE REIMBURSEMENT General Information RFP No Electronic Litigation Support Services The DISTRICT shall pay all reasonable out-of-pocket travel and living expenses incurred by PROPOSER in its performance of this agreement. PROPOSER shall follow the guidelines for travel as set forth in Attachment C, attached hereto and incorporated by reference herein. PROPOSER will bill all such expenses to the DISTRICT at cost without markup. PROPOSER will provide receipts, bills, or other documentation to support expenses billed to the DISTRICT that are not covered under a per diem. At no time will the DISTRICT reimburse PROPOSER for any travel time charges. The DISTRICT reserves the right to approve all travel plans and estimated costs prior to trips. 27. ESCALATION During the life of this contract, there may be a general published price change applicable to all customers of PROPOSER. In the event of a decrease, DISTRICT shall receive the benefit of this change. In the event of an increase, DISTRICT may allow, upon presentation of suitable proof and 30 calendar days advance written notification, an increase in specific pricing over the original pricing offered by the PROPOSER. Increases will apply only to products and/or services affected by an increase in a raw material, labor, or another like cost factor. No increase shall be allowed earlier than two years from the date of contract award, including 30 calendar days advance written notification, or at a later date as designated by the successful PROPOSER. Price increases shall not be retroactive. All written escalation requests shall be sent to all of the DISTRICT's designated contacts as specified in this RFP document. Only one written escalation request(s) will be accepted from the successful PROPOSER for consideration by the DISTRICT on an annual basis. 9

10 PROPOSAL FORM RFP NO ELECTRONIC LITIGATION SUPPORT SERVICES Name of Firm This Proposal Form is submitted in response to the DISTRICT s Request for Proposal and is in accordance with all terms, conditions, and specifications in this document. Total Cost for Model Scenario 1: $ Total Cost for Model Scenario 2: $ Grand Total for Model Scenarios 1 & 2: $ STANDARD PAYMENT TERMS: 2%, 20 Calendar Days. Note: DISTRICT s Standard Payment Terms will be applied to all invoices resulting from the award of this RFP unless PROPOSER submits Alternate Payment Terms below. ALTERNATE PAYMENT TERMS: % Calendar Days. By signing below, I personally warrant that the information supplied herein is true and correct, and I have the authority to execute this bid document and bind the company. Legal Name of PROPOSER s Firm PROPOSER S Phone Number Name of Person Authorized to Sign (Type or Print) Authorized Signature Business License Number Street Address, City, State, Zip Code PROPOSER S Address Date Title of Authorized Signature Issuing Jurisdiction 10

11 RFP NO ELECTRONIC LITIGATION SUPPORT SERVICES ATTACHMENT B DISTRICT S STANDARD PROFESSIONAL SERVICE AGREEMENT This Agreement is made and entered into this day of, 2013, by and between, hereinafter called CONSULTANT, and the LAS VEGAS VALLEY WATER DISTRICT, a political subdivision of the State of Nevada, hereinafter called the DISTRICT. The CONSULTANT and the DISTRICT are sometimes hereinafter referred to individually as Party and collectively as the Parties. WITNESSETH: WHEREAS, the DISTRICT desires to obtain professional services as more specifically described herein, and WHEREAS, the CONSULTANT is properly qualified and desires to provide the professional services required by the DISTRICT, and WHEREAS, the DISTRICT, in reliance on the CONSULTANT s representations and proposals, agrees to retain the CONSULTANT, and the CONSULTANT agrees to furnish professional services to the DISTRICT, on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties hereto agree as follows: 1. SCOPE OF SERVICES: (a) The CONSULTANT shall provide any requested services, hereinafter referred to as Services or Work, as described in Request for Proposal No , Electronic Litigation Support Services and CONSULTANT s response thereto, both of which are Page 1 of 19

12 incorporated by reference herein, and within the time indicated in Exhibit A, which is also attached herewith and made a part of this Agreement. (b) All services performed shall be subject to the cost ceiling contained in Paragraph 3 hereof and subject to the DISTRICT s directions respecting priorities. The CONSULTANT will furnish professional services in the amount necessary to complete promptly and effectively the work assigned under this Agreement. All of the services shall be performed by the CONSULTANT or an approved subcontractor or subconsultant. (c) In performing services under this Agreement, the CONSULTANT shall observe and abide by the terms and conditions of all applicable laws, regulations, ordinances, or rules of the United States, of the State of Nevada, of any political subdivision thereof, and of any other duly constituted public authority or agency. (d) The CONSULTANT has, or will secure at its own expense, the qualified personnel required to perform the services assigned under this Agreement. Such personnel shall not be employed by the United States, the State of Nevada, Clark County or any other political subdivision of the State of Nevada. 2. COMPENSATION: (a) The CONSULTANT shall provide itemized monthly invoices for services performed during the previous month. Invoices are to be submitted to the DISTRICT and must reference the name and date of the Agreement and the name of a contact person. A copy of any invoices received from subcontractors or subconsultants used by the CONSULTANT shall be included. Page 2 of 19

13 3. LIMITATION ON COSTS: The total cost of services provided under this Agreement shall not exceed two hundred And fifty thousand dollars ($250,000.00). 4. INDEPENDENT CONSULTANT: The relationship of the CONSULTANT to the DISTRICT hereunder shall be that of an independent consultant and not an agent or employee. The CONSULTANT shall have complete control over its employees and the method of performing its work under this Agreement. No permitted or required approval by the DISTRICT of personnel, costs, documents or services of the CONSULTANT shall be construed as making the DISTRICT responsible for the manner in which the CONSULTANT performs its services or for any acts, errors or omissions of the CONSULTANT. Such approvals are intended only to give the DISTRICT the right to satisfy itself with the quality of work performed by the CONSULTANT. 5. JOINT VENTURE: Nothing herein shall be construed to imply a joint venture or principal and agent relationship between the DISTRICT and the CONSULTANT, and neither Party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other. 6. INTERPRETATION: The Parties agree that neither Party shall be deemed the drafter of this Agreement and, in the event this Agreement is ever construed by a court of law or equity, such court shall not construe this Agreement or any provision hereof against either Party as drafter of this Agreement. Page 3 of 19

14 7. CONFLICT OF INTEREST: During the course of performance of this Agreement, the CONSULTANT will not contract with any client whose interest is adverse to or would require the CONSULTANT to take a position contrary to that of the DISTRICT and/or the Southern Nevada Water Authority. 8. PROHIBITION AGAINST COMMISSION FOR OBTAINING AGREEMENT: The CONSULTANT warrants that no person or company has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees; nor has the CONSULTANT paid or agreed to pay any person, company, corporation, individual or firm other than a partner or bona fide employee, any fee, commission, contribution, donation, percentage, gift, or any other consideration, contingent upon or resulting from award of this Agreement. For any breach or violation of this warranty, the DISTRICT shall have the right to terminate this Agreement without liability, or, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration and any other damages. 9. PROHIBITION AGAINST INTEREST BY GOVERNMENT EMPLOYEES: (a) No officer, employee or member of the governing body of the DISTRICT shall (1) participate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership, or association in which he or she is, directly or indirectly interested, or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof. (b) The CONSULTANT represents that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the Page 4 of 19

15 performance of services required to be performed under this Agreement. The CONSULTANT further covenants that in the performance of said services, no person having any such interest shall be employed. (c) No member of, delegate to or officer or employee of the legislative, executive or judicial branches of the government of the United States, of the State of Nevada or any of its political subdivisions shall be entitled to any share or part hereof or to any benefit to arise therefrom. 10. COMPLETENESS AND ACCURACY OF CONSULTANT S WORK: (a) The CONSULTANT shall be responsible for the completeness and accuracy of its services and any final reports or other deliverables prepared or compiled under its obligation under this Agreement and shall correct, at its expense, all errors or omissions therein which may be disclosed. (b) The cost necessary to correct those errors attributable to the CONSULTANT and any damage incurred by the DISTRICT as a result of additional costs caused by such errors shall be chargeable to the CONSULTANT. The fact that the DISTRICT has accepted or approved the CONSULTANT s work shall in no way relieve the CONSULTANT of any of its responsibilities. 11. INDEMNIFICATION: The CONSULTANT shall indemnify, hold harmless, and defend without cost to the DISTRICT, its Board of Directors and its officers, agents, and employees, against any and all losses, claims, costs, damages and liability for or by reason of any death or deaths of, or any physical injury or injuries to, any person or persons or damage to real or personal property of any kind whatsoever, whether the person(s) or property of the CONSULTANT, its agents, or Page 5 of 19

16 subconsultants, or of third parties, arising out of or resulting from CONSULTANT s services performed under this Agreement, and includes, but is not limited to, any claims for harassment or discrimination or any theory of joint or dual employment by the CONSULTANT s employees, agents, subcontractors or subconsultants arising out of the services under this Agreement, including the negligence, whether active or passive, of the DISTRICT, and its officers, employees or agents. 12. INSURANCE: (A) GENERAL (1) The types of insurance to be obtained by Contractor are Worker s Compensation, Employers' Liability, Automobile Liability, Commercial General Liability, Professional Liability, and Third Party Privacy and Network Security Liability as outlined in the following portions of this section. (2) The Workers Compensation, Employers' Liability, Automobile Liability, Professional Liability, and Third Party Privacy and Network Security Liability coverage shall be maintained for the full period of this Contract or until the Work has received final acceptance by the DISTRICT, whichever occurs later. In addition, the Contractor shall provide Commercial General Liability coverage, including products and completed operations coverage, contractor s protective liability coverage and blanket contractual liability coverage for two years following final acceptance of the work by the DISTRICT. (3) Nothing contained in these insurance requirements is to be construed as limiting the extent of Contractor s total responsibility for payment of claims arising in whole or in Page 9 of 19

17 part from the actions of a third party when such actions might be taken as a result of Contractor s operations under this Agreement. (4) Contractor indemnifies and saves harmless and defends the DISTRICT, its directors, officers, and employees against any and all claims arising out of Contractor s services or work including (without limitation) any claims, liability, loss, damage, cost, expense, award, fine or judgment arising by reason of death or bodily injury of persons, injury or damage to property, defects in workmanship or materials, or design defects or arising by reason of the Contractor s negligent act or omission, except to the extent those losses are solely caused by the DISTRICT, its directors, officers and employees. B. WORKERS COMPENSATION INSURANCE. (1) Contractor shall procure and maintain such insurance and see that its subcontractors/subconsultants purchase and maintain such insurance as is required under the Nevada Industrial Insurance Act, Nevada Revised Statutes Chapters 616 and 617, for all of its employees working on the Agreement to protect the DISTRICT from any industrial insurance claims. The Workers Compensation Insurance shall be written with liability limits consistent with applicable statutory requirements and with a minimum of $500,000 of Employer s Liability coverage. (2) In the event any class of employees engaged in any Work on the Agreement relative to this Agreement is not protected under the Nevada Industrial Insurance Act then the Contractor shall provide to the DISTRICT, adequate insurance coverage in a form and by an insurance carrier satisfactory to the DISTRICT for the protection of 10

18 such employees.in the event Contractor is permissibly self-insured for Workers Compensation insurance in the State of Nevada, Contractor shall deliver to the DISTRICT a copy of the Certificate of Consent to Self-Insure issued by the State of Nevada. C. COMMERCIAL GENERAL LIABILITY INSURANCE. Contractor shall procure and maintain Commercial General Liability insurance coverage. The coverage under this policy shall include, but not be limited to, commercial general liability, completed operations and product liability, protective liability, blanket contractual liability, and broad form property damage. The Commercial General Liability Insurance policy shall be written with policy limits of $1,000,000 per occurrence and $2,000,000 in aggregate. The amount of coverageshall apply to bodily injury, sickness, disease or death, personal injury, damage to or destruction of the property of persons which may arise out of or in connection with the activities under this Agreement. D. AUTOMOBILE LIABILITY INSURANCE Contractor shall procure and maintain, at its own expense, automobile liability insurance with policy limits of $1,000,000 per occurrence written on a combined single limit basis for bodily injury and property damage including all owned, leased, hired or nonowned motorized vehicles and apparatus and shall indicate these coverages on the Certificate. E. PROFESSIONAL LIABILITY INSURANCE Contractor shall procure and maintain, at its own expense, professional liability insurance. This policy shall be written with limits of $500,000 per claim and $1,000,000 in 10

19 aggregate. If coverage is written on a claims-made basis, the retroactive date shall be prior to or coincident with the date of this agreement and the certificate shall so state. F. THIRD PARTY PRIVACY AND NETWORK SECURITY LIABILITY Contractor shall procure and maintain, at its own expense, third party privacy and network liability insurance. This policy shall be written with limits of $500,000 per claim and $1,000,000 in aggregate. If coverage is written on a claims-made basis, the retroactive date shall be prior to or coincident with the date of this agreement and the certificate shall so state. G. ADDITIONAL INSURED AND WAIVER OF SUBROGATION (1) By endorsement (I.S.O. Form CG and CG or their equivalents), the DISTRICT shall be included as an additional insured under the Commercial General and Automobile Liability Insurance policies as to bodily injury, sickness, disease, or death, personal injury, damage to or destruction of the property of persons which may arise out of or in connection with activities under the Agreement. (2) By endorsement (I.S.O. Form CG or its equivalent), Contractor s Automobile Liability, Commercial General Liability and Workers Compensation insurance carriers shall waive their transfer rights of recovery (waiver of subrogation) against the DISTRICT. (3) Unless the policy provides for blanket coverage of additional insured endorsements under written contracts or agreements, the additional insured and waiver of subrogation endorsements shall read as follows: The Las Vegas Valley Water District its members and affiliated companies, successors or assigns, including their directors, 10

20 officers, and employees individually and collectively; when acting within the scope of their employment. 10

21 H. OTHER INSURANCE PROVISIONS (1) The Contractor s Workers Compensation insurance shall be written with a Property and Casualty Insurance company admitted to do business in the State of Nevada and rated A- or better and Class V or higher of financial size category in the current issue of Best s Key Rating Guide. (2) The Contractor s Automobile Liability and Commercial General Liability shall be written with Property and Casualty Insurance companies admitted to do business in the State of Nevada and rated A- or better and Class VIII or higher of financial size category in the current issue of Best s Key Rating Guide. In the event any of the Contractor s insurance companies are not admitted to write business in the State of Nevada, then Contractor will furnish evidence of insurance with insurance companies that are rated A- or better and Class IX or higher of financial size category in the current issue of Best s Key Rating Guide for each coverage written with a nonadmitted carrier. (3) All insurance provided by the Contractor shall be considered primary with respect to the DISTRICT s insurance and any similar insurance maintained by the DISTRICT shall be considered excess and non-contributory. (4) The cost of any claims under any policy(ies) with deductibles and/or self-insured retentions will be the sole responsibility of the Contractor. (5) If Contractor fails to procure and/or maintain insurance set forth herein, in addition to other rights or remedies, the DISTRICT shall have the right, if the DISTRICT so chooses, to procure and/or maintain the said insurance for and in the name of Contractor with the DISTRICT as co-insured and Contractor shall pay the cost thereof Page 19 of 19

22 and shall furnish all necessary information to make effective and/or maintain such insurance. In the event Contractor fails to pay cost, the DISTRICT hereby has the right of offset any sums from the compensation set forth in this agreement and directly pay for such coverage. (6) With respect to any and all insurance required of the Contractor under this section of the Agreement, the deductible shall not exceed $50,000 without the prior written approval of the DISTRICT. (7) At the time of executing this Agreement and before commencement of the Work, Contractor shall have delivered to the DISTRICT Certificates of Insurance and additional insured and waiver of subrogation endorsements, in a form acceptable to the DISTRICT, evidencing the insurance required by this Contract. Such certificates shall include the full name and address of the Contractor and provide that the DISTRICT shall receive a 30-day advance written notice of cancellation, non-renewal or material change in the coverage provided by the Contractor s insurance policies. Any deductible or self-insured retention maintained by the Contractor shall be indicated on the certificate. All certificates and endorsements must be signed and dated by an authorized representative of the insurance company. (8) Contractor agrees that, upon request from the DISTRICT, Contractor shall provide a certified true copy of all policies required hereunder, including all endorsements requested herein. Renewal certificates and related endorsements will be provided to the DISTRICT not later than 15 Days prior to the expiration date of the then current coverage. 10

23 (9) These insurance provisions are in addition and cumulative to any other right of indemnification or contribution, which the DISTRICT may have in law, in equity, or otherwise and shall survive the completion of the work performed under this Agreement. (10) It is Contractor s sole responsibility to ascertain that the aforementioned insurance requirements are fulfilled. In the event they are not, Contractor shall not be relieved of its duty to perform, indemnify, defend and hold harmless the DISTRICT and all others concerned herein nor shall the DISTRICT and all concerned herein be liable to Contractor or any others in the event Contractor s insurance, as accepted by the DISTRICT, fails to meet the full requirements herein. I. INSURANCE SUBMITTAL The Contractor(s) shall submit all required Insurance Documentation not later than 15- calendar days after Notice of Award to: Las Vegas Valley Water District Attn: Risk Management 1001 South Valley View Blvd. M/S 380 Las Vegas, NV J. TERMINATION FOR CONVENIENCE: The DISTRICT s General Manager, his/her designee and/or the CONSULTANT may terminate this Agreement for any reason or no reason at all on fifteen (15) days prior written notice. In the case of termination by the DISTRICT, the DISTRICT shall pay the CONSULTANT for all work performed to the effective date of termination and the reasonable costs of transferring all documentation of all work to the DISTRICT. 10

24 K. REVIEWS: (a) The CONSULTANT shall submit draft reports and other materials for review by the DISTRICT prior to the submission of a final report on materials. Due dates will be negotiated, but in every instance, earlier submittal is encouraged. (b) The DISTRICT will review the submittals and any pertinent attachments and mark all required changes in red ink or an appropriate substitute. All reviews will be completed within ten (10) working days after receipt of the submission package, and the package will be returned to the CONSULTANT. Corrections and changes to the submission will be made by the CONSULTANT and resubmitted to the DISTRICT for approval within ten (10) working days after receipt. The final approval will be submitted to the CONSULTANT within five (5) working days after receipt of the corrected document and any attachments. L. RELEASE OF INFORMATION: The CONSULTANT shall make public information releases only as provided for and in accordance with this Agreement. Any and all other public releases of information gathered, obtained, or produced during the performance of this Agreement must be specifically approved in writing by the DISTRICT prior to release. Such information shall include, but is not limited to, all products, ideas, data, reports, background materials, and any and all other materials belonging to the DISTRICT. Such public releases of information shall include, but are not limited to, publication in any book, newspaper, magazine, professional or academic journal, the Internet, radio, television, and presentations to professional, academic, and/or other groups or conferences. 10

25 M. USE OF MATERIALS: (a) All documents, computer information, reports, background materials, or other work products created for or by the CONSULTANT under this Agreement shall be the sole property of the DISTRICT. All copyrights thereto, except those developed outside the services performed by the CONSULTANT under this Agreement, shall be or become the property of the DISTRICT. The DISTRICT shall make available to the CONSULTANT such materials from its files as may be required by the CONSULTANT in connection with its performance of services under this Agreement. Such materials shall remain the property of the DISTRICT while in the CONSULTANT s possession. (b) Upon termination of this Agreement, the CONSULTANT shall turn over to the DISTRICT any property of the DISTRICT in its possession and any calculations, notes, reports, or other materials prepared by the CONSULTANT in the course of performing this Agreement. Any proprietary software or other tools of the CONSULTANT used to execute the work shall remain the property of the CONSULTANT. N. RECORDS: The CONSULTANT shall retain financial and other records related to this Agreement for three (3) years following the close of a matter (as determined by the DISTRICT), and shall make available to the DISTRICT for inspection, books, records, documents, and other evidence directly pertinent to performance under this Agreement upon reasonable notice. 10

26 O. ASSIGNMENT: The CONSULTANT shall not assign or transfer its interest in this Agreement without the prior written consent of the DISTRICT. P. MODIFICATION OF AGREEMENT: This Agreement may not be changed or modified except by written instrument executed by both Parties. Q. SEVERABILITY: Any provisions or portions of this Agreement prohibited as unlawful or unenforceable under any application of law of any jurisdiction shall as to such jurisdiction be ineffective without affecting other provisions of this Agreement. If the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement may be deemed to be a valid and binding Agreement enforceable in accordance with its terms. R. NON-DISCRIMINATORY EMPLOYEE PRACTICES: (a) The CONSULTANT shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, color, religion, sex, sexual orientation, or national origin. (b) No person in the United States shall, on the grounds of race, color, religion, sex, sexual orientation, or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (c) The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, or national origin. The CONSULTANT shall ensure that applicants are employed, and the employees are 10