NAPA COUNTY RESOURCE CONSERVATION DISTRICT NOTICE TO CONTRACTORS INSTRUCTION TO BIDDERS

BID FORMS MBE/WBE REQUIREMENTS AND FORMS

CONTRACT DOCUMENTS for

REDUCING ROAD-RELATED SEDIMENT DELIVERY TO STREAM SYSTEMS IN THE WING CANYON SUBWATERSHED

NAPA RIVER, NAPA COUNTY, CA 2016-06

INVITATION FOR BIDS

FUNDS FOR THIS PROJECT ARE PROVIDED BY GRANTS FROM THE STATE WATER RESOURCES CONTROL BOARD (Contract No. 13-507-252-0)

AND THE CALIFORNIA DEPARTMENT OF FISH AND WILDLIFE (Contract No. D1430602)

ISSUE DATE: May 26, 2016 BIDS DUE DATE: July 6, 2016 at 3:00 p.m.

To: Napa County Resource Conservation District Attn: Bill Birmingham 1303 Jefferson St., Ste. 500B Napa, CA 94559

A. NOTICE TO CONTRACTORS

1. Sealed proposals for the work shown on the plans (Road Logs of Treatments) entitled:

REDUCING ROAD-RELATED SEDIMENT DELIVERY TO STREAM SYSTEMS IN THE WING CANYON SUBWATERSHED

NAPA RIVER, NAPA COUNTY, CA

CONTRACT NO. 2016-06 will be received at the office of the Napa County Resource Conservation District (“NCRCD”) 1303 Jefferson St., Ste. 500B, until 3:00 p.m. on Wednesday, July 6, 2016 at which time they will be publicly opened and read at the above address. Proposals that contain omissions, erasures or irregularities of any kind may be rejected. No oral, telegraphic or telephonic proposals or modifications will be considered. 2. GENERAL PROJECT DESCRIPTION: The Napa County Resource Conservation District (NCRCD) is seeking bids from qualified licensed contractors to implement a series of rural road erosion control measures that will reduce sediment delivered to Wing Canyon creek, which is located in Napa County. These erosion control measures will improve drainage, reduce erosion and maintenance needs, and benefit water quality and habitat in Wing Canyon creek and its downstream tributaries, Dry Creek and the Napa River. Qualified licensed contractors must demonstrate extensive relevant experience in rural road construction and improvement as described in the Mendocino County Resource Conservation District’s Handbook for Forest and Ranch Roads (available via http://mcrcd.org/publications/ ) and consistent with the Department of Fish and Wildlife’s Salmonid Habitat Restoration Manual. The DFW implementation protocols may be found in the California Salmonid Stream Habitat Restoration Manual: Chapters X on Project Implementation, which may be found online at http://www.dfg.ca.gov/nafwb/manual.html. The road improvements will occur on private land independently owned by a single landowner. The project is located at 3410 Mt. Veeder Road, Napa, CA. The project improvement sites were identified as part of an erosion assessment that was completed by Pacific Watershed Associates, Inc. (PWA) in 2004. In 2016, NCRCD and PWA developed detailed Road Logs of Treatments for the project and the road improvements called for were reviewed by Colin Hughes, a Licensed Geologist with PWA. Exhibit A includes a topographical map that shows the project area and treatment sites. Road improvements will be constructed according to Road Logs of Treatments (also referred to as ‘Road Logs’) included in Exhibit A. A majority of this project is a ‘Roads to Trails’ conversion of the existing road infrastructure. Road improvements for this project includes; installation of culverts at stream crossings, construction of armored fill stream crossings, decommissioning of stream crossings, and construction of rolling dips along various road lengths. For a complete site-by-site description of project tasks and typical drawings, see Road Logs of Treatments in Exhibit A. The treatment prescriptions presented in these Road Logs have been developed from a study of inherently limited scope. Observations used to develop these

treatment prescriptions are qualitative, or semi-quantitative, and were confined to surface expressions of limited extent and anthropogenic exposures of subsurface materials. Excavation volumes and treatment hours may change upon further observations of subsurface characteristics of each site. Due to permit requirements the work will be performed between August 1, 2016 and October 15, 2016, and needs to be started and completed as early as possible within the designated work window to minimize working into the rainy season. Due to the nature of the funding, the selected contractor is required to meet the legal conditions of the grants and permits, keep expenditures within budget, complete the project within the given time frame, and maintain good working relations with project partners. Deviations from the approved work plan and budget shall be approved by the RCD Executive Director and all changes shall be by written permission only. 3. MINIMUM QUALIFICATIONS. Contractors must provide project information and project references for a minimum of 3 projects that include rural road construction and improvement as described in the Mendocino County Resource Conservation District’s Handbook for Forest and Ranch Roads (available via http://mcrcd.org/publications/ ) and consistent with the Department of Fish and Wildlife’s Salmonid Habitat Restoration Manual. The DFW implementation protocols may be found in the California Salmonid Stream Habitat Restoration Manual: Chapters X on Project Implementation, which may be found online at http://www.dfg.ca.gov/nafwb/manual.html. Any bid that is received without demonstration of the above minimum experience will be disqualified. The Contractor’s bid shall remain valid for a period of 90 days. Bids are required for the entire work described in the Road Log of Treatments included in Exhibit A. 4. PROJECT SCHEDULE May 26, 2016 Invitation to Bid Issued June 6, 2016 RSVP for site visit by 4:00p.m. (bill@naparcd.org, 707-252-4189 x106) June 8, 2016 Mandatory pre-bid meeting and site visit (9 a.m. – 3:00 p.m.) July 6, 2016 Sealed bids due to NCRCD by 3:00 p.m. July 14, 2016 Contract is awarded Dates are subject to change at sole discretion of Napa County Resource Conservation District. If dates change, the change will be published via Addendum attached to this Invitation for Bids. 5. NOTICE OF GRANT FUNDING: Bidders are notified that this project is funded by the State Water Resources Control Board and the California Department of Fish and Wildlife (The Funding Agency) and that this is a grant-funded project. The NCRCD will not pay the contractor until grant funds are received from the Funding Agency, which is normally between 60 to 120 days from an approved pay request. For each pay request, the contractor will be required to complete forms as required by the Funding Agency. Funding Agency grant agreements are attached to the contract as Exhibit E and incorporated herein. 6. A MANDATORY pre-bid field meeting is scheduled at the project site on Wednesday, June 8, 2016 from 9:00 a.m. to 3:00 p.m. at 3410 Mt. Veeder Road, Napa, CA. Bids will not be considered from Contactors who are not represented at the meeting. To receive a map to the meeting location and notice of any weather delays or site visit changes, bidders must RSVP to

Bill Birmingham at Bill@NapaRCD.org by 4:00 p.m. on Monday, June 6, 2016. The only opportunity to ask questions during the bid process will be at this site visit. Only those present will receive answers to questions asked. Bidders should wear suitable footwear and dress appropriate for site conditions. Majority of the project area is not accessible by vehicle and will require hiking to access the area. Attendees should plan to bring their own food and water. The submission of a proposal by the bidder shall constitute the acknowledgement that, if awarded the contract, he/she has relied and is relying on his/her own examination of (a) the site of the work, (b) the access to the site, and (c) all other data, matters, and things requisite to the fulfillment of the work to be constructed under the contract, and not on any representations or warranty of the NCRCD. No claim for additional compensation will be allowed which is based upon a lack of knowledge of the above items. 7. CONTRACTING ENTITY. The NCRCD is the contracting entity and project manager on behalf of property owners. The NCRCD is a non-regulatory public benefit district to help people protect, conserve, and restore natural resources through information, education, and technical assistance programs. The work of the NCRCD is accomplished through strong voluntary partnerships with land owners and managers, technical advisors, area jurisdictions, government agencies, advocates, and others. RCDs were established by the State of California to be locally-governed special districts that act as focal points for local conservation efforts, using diverse means to conserve natural resources on public and private lands. For more information about the NCRCD, visit www.naparcd.org. 8. PERMITS. The NCRCD or the Landowner will obtain all necessary permits for the work, except as expressly noted in the Special Conditions. The contract will not be awarded until all permits have been issued and are in possession of the NCRCD. Permits are included as Exhibit “F” in the contract and incorporated herein. 9. BIDDER BONDS. All Bidders are required to submit with their bid, cash, a cashier’s check, or certified check of or on a responsible bank in the United States, or a corporate surety bond furnished by a surety authorized to do a surety business in the State of California, in the amount of ten percent (10%) of the Total Bid Price and made payable to “Napa County Resource Conservation District” 10. LICENSE REQUIREMENT. At the time this contract is awarded, the Contractor shall possess a Class A license. 11. BONDS. The successful bidder shall furnish certificates of insurance, a labor and materials bond, and a performance bond prior to commencement of work on the project. 12. PROGRESS PAYMENTS. In making progress payments, NCRCD will make full payment to Contractor for all invoices that total up to 90% of the total Contract Price. NCRCD will withhold the final 10% of payments or progress payments until final project completion and NCRCD’s acceptance of the Work performed by Contractor. Pursuant to Public Contract Code Section 22300, Contractor may substitute securities for any monies withheld by a public agency to ensure performance under the Contract. 13. LABOR CODE REQUIREMENTS. This contract is subject to Section 1725 of the California Labor Code.

A) No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code section 1725.5. B) No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. C) This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 14. PREVAILING WAGE. The Contractor shall be bound to the provisions of the Davis-Bacon Act and to the provisions of California Labor Code section 1771 regarding prevailing wages. All labor on this project shall be paid neither less than the greater of the minimum wage rates established by the U.S. Secretary of Labor (Federal Wage Rates), or by the State of California Director of Department of Industrial Relations (State Wage Rates). Current DIR requirements may be found at http://www.dir.ca.gov/Public-Works/PublicWorks.html. 15. DEBARMENT. The contractor shall not be debarred or suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549, "Debarment and Suspension." Or on the USEPA's List of Violating Facilities. (40 CFR, Part 31.35, Gov. Code, § 4477) or subcontract with any party who is suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549, "Debarment and Suspension." or on the USEPA's List of Violating Facilities. (40 CFR, Part 31.35, Gov. Code, § 4477). 16. NCRCD FORMS. No bid will be considered unless it is made on the forms furnished by the NCRCD and is made in accordance with the provisions herein. The NCRCD reserves the right to reject any or all bids, or to waive any irregularity in any bid. 17. ACCEPTANCE OF GRANT TERMS AND NCRCD CONTRACT. The Successful Bidder agrees to the terms of the NCRCD CONTRACT included here as Section “D. Contract Documents.” The Successful Bidder agrees to the terms and conditions of the Funding Agency attached to the contract as Exhibit “F” and incorporated herein.

B. INSTRUCTIONS TO BIDDERS 1. GENERAL. Bids shall include: A) Bids shall be made on the forms included with these documents. All items on the forms must be filled out; numbers must be stated in figures and signatures of all individuals must be in longhand. The completed forms must be without interlineations, alterations or erasures. B) All prices or notations must be typed or written in ink. Bids written with pencil will not be accepted. Bidders must verify all quotations before submission, as they cannot be corrected after the bids are opened. C) All bids must be signed with the firm name and by a responsible officer or employee. If the proposal is made by an individual, his/her name, signature and post office address must be shown; if made by firm or partnership, the name and post office address of the firm or partnership and the signature of at least one of the general partners must be shown; if made by a corporation, the proposal shall show the name of the state under the laws of which the corporation is chartered, the name and post office address of the corporation, and the title of the person who signs on behalf of the corporation. If the proposal is made by a corporation, a certified copy of the bylaws or resolution of the board of directors of the corporation showing the authority of the officer signing the proposal to execute contracts on behalf of the corporation shall be made available for inspection by the NCRCD upon such request. D) All addenda or bulletins issued during the time of bidding are to be included in the bid, and upon execution of a contract they will become a part thereof. E) A list of Subcontractors must be attached. F) The required bidder’s bond or equivalent cashier's check shall accompany the bid. G) A completed Non-Collusion Affidavit shall accompany the bid. H) In conformance with the Business and Profession Code, Section 7028.15, the Contractor must state clearly his/her license number and expiration date. In addition, he/she shall sign a statement that these representations were made under the penalty of perjury. This statement is on a separate page in the bid documents. I) Contractor shall include in his/her proposal a statement acknowledging that he/she has read, understands, and accepts the terms and conditions contained in this bid packet in its entirety. J) Bidders must provide information about and references for relevant projects. K) Each bidder shall thoroughly examine and be familiar with legal and procedural documents, general conditions, specifications, drawings and addenda (if any). The submission of a proposal shall constitute an acknowledgement upon which the NCRCD may rely that the bidder has thoroughly examined and is familiar with the contract documents. The failure or neglect of a bidder to receive or examine any of the contract documents shall in no way relieve him/her from any obligations with respect to his/her proposal or to the contract.

L) Bids may be withdrawn by the bidder prior to, but not after, the time fixed for opening of bids M) No contractor or subcontractor may submit a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)] N) No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. O) This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 2. INTERPRETATION OF DOCUMENTS. Should a bidder find discrepancies and/or omissions in the Contract Documents or should he or she be in doubt as to their meaning, he or she shall at once notify the Project Manager of the NCRCD and should it be found necessary, a written addendum will be sent to all bidders. The NCRCD will not be responsible for any oral interpretations or instructions. 3. AWARD AND EXECUTION OF CONTRACT. A contract will not be awarded until project funding is secured and all permits have been issued and are in possession of the NCRCD. The contract shall be signed by the successful bidder and returned, together with three copies each of any required contract bonds and the correct insurance certificates within ten (10) calendar days after the successful bidder has received notice that that contract has been awarded. 4. FAILURE TO EXECUTE CONTRACT. Failure to execute a contract and file acceptable bonds and insurance certificates as hereunder required within ten (10) calendar days after the successful bidder has received notice that the contract has been awarded shall be just cause for the annulment of the award and the forfeiture of the proposal guaranty. If the successful bidder refuses or fails to execute the contract, NCRCD may award the contract to the next lowest responsible bidder. If the second lowest responsible bidder refuses or fails to execute the contract, NCRCD may award the contract to the third lowest responsible bidder. On the refusal or failure of the second or third lowest bidders to execute the contract, such bidders guarantees shall be likewise forfeited to RCD. 5. REQUIRED BONDS. In addition to the Bidder Bond required by all bidders, the successful bidder shall furnish three (3) good and sufficient bonds issued by a corporate surety in good financial standing and authorized and admitted to transact a surety business in the State of California (three copies each) for purposes and in the amounts stated below. These bonds, together with the executed contract, shall be submitted within ten (10) days after receipt of the Notice of Award. A) Performance Bond: A performance bond shall be furnished to guarantee the faithful performance of the terms and conditions of the contract by the contractor, which shall be executed in a sum of not less than one hundred percent (100%) of the contract price.

B) Labor and Materials Bond: A labor and materials bond (payment bond) shall be furnished in accordance with Chapter 7, Section 3247 et seq. of the California Civil Code to guarantee RCD against any and all claims of subcontractors or other third parties furnishing labor, materials, or supplies for the contract, which shall be executed in a sum of one hundred percent (100%) of the contract price. C) Whenever any surety or sureties on any such bonds, or on any bonds required by law for the protection of the claims of laborers and materials-men become insufficient, or the NCRCD has cause to believe that such surety or sureties have become insufficient, a demand in writing may be made of the contractor for such further bond or bonds or additional surety, not exceeding that originally required, as is considered necessary considering the extent of the work remaining to be done. Thereafter no payment shall be made upon such contract to the contractor or any assignees of the contractor until such bond or bonds or additional surety has been furnished. 6. INSURANCE REQUIRMENTS. The selected contractor shall obtain and maintain in full force and effect the following insurance coverages: worker’s compensation insurance, general liability insurance (not less than $1,000,000), professional liability insurance (not less than $1,000,000), and comprehensive automobile liability insurance (not less than $1,000,000). Insurance coverages shall be evidenced by one or more certificates of coverage. For the commercial general liability insurance coverage referenced and for the comprehensive automobile liability insurance coverage where the vehicles are covered by a commercial policy rather than a personal policy, the selected contractor shall include an endorsement from the insurance provider naming RCD, its officers, employees, agents and volunteers as additional insureds and waiving subrogation. These insurance certificates and endorsements shall be submitted within ten (10) days after receipt of the Notice of Award. 7. TIME FOR COMPLETION AND LIQUIDATED DAMAGES. The work must be completed by October 15, 2016 (work may possibly extend to October 31, 2016 if necessary, if dry weather conditions apply, and if approved by regulatory agencies). The Contractor shall pay to the NCRCD the sum of $1,000 per day for each and every calendar day’s delay in finishing the work beyond October 15, 2016 (or October 31, 2016 if extension approved by regulatory agencies). 8. ONLY COMPLETED BIDS WILL BE CONSIDERED. In addition to the requirements listed above, the following forms must be completed and submitted for a Bid to be considered complete.

C. BID FORMS (May be detached and submitted alone) TO THE NAPA COUNTY RESOURCE CONSERVATION DISTRICT THIS BID IS SUBMITTED BY: ______________________________________________________________________________ (Firm/Company Name) Re: REDUCING ROAD-RELATED SEDIMENT DELIVERY TO STREAM SYSTEMS IN THE WING CANYON SUBWATERSHED, NAPA RIVER, NAPA COUNTY, CA 1. The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into a contract with the NCRCD in the form included in the Contract Documents (contract), to perform and furnish all work as specified or indicated in the Contract Documents for the contract Sum and within the contract Time indicated in this Bid and in accordance with all other terms and conditions of the Contract Documents.

2. Bidder accepts all of the terms and conditions of the Notice Inviting Bids. This Bid will remain subject to acceptance for 90 Days after the day of Bid opening. 3. In submitting this Bid, Bidder represents: (a) Bidder has examined all of the Contract Documents and the following Addenda (receipt of all of which is hereby acknowledged).

Addendum Number Addendum Date Signature of Bidder

(b) Bidder has visited the Site and performed all tasks, research, investigation, reviews, examinations, and analysis regarding the Project and the Site. (c) Bidder has given the NCRCD prompt written notice of all conflicts, errors, ambiguities, or discrepancies that he/she has discovered in or among the Contract Documents, and the written resolution thereof through Addenda, issued by the NCRCD, is acceptable to Contractor.

4. Based on the foregoing, Bidder proposes and agrees to fully perform the work within the time stated and in strict accordance with the Contract Documents for the following sums of money listed in the following Total Lump Sum Base Bid:

TOTAL LUMP SUM BASE BID (a) All bids shall be bound to the provisions of the Davis-Bacon Act and to the provisions of

California Labor Code section 1771 regarding prevailing wages. All labor on this project shall be paid neither less than the greater of the minimum wage rates established by the U.S. Secretary of Labor (Federal Wage Rates), or by the State of California Director of Department of Industrial Relations (State Wage Rates). Current DIR requirements may be found at http://www.dir.ca.gov/Public-Works/PublicWorks.html.

(b) All bids shall include all taxes and delivery fees for each category. The design estimate for this project is $135,000. Note that the NCRCD will supply ON SITE all culverts, seed & straw. The selected contractor will purchase and ensure delivery of all rock.

(c) The contractor will be expected to stockpile on-site duff material from areas disturbed by

construction and then to re-apply this material as part of the revegetation/erosion control process. Water will be available onsite.

(d) General Bid Details

• Mobilization and demobilization shall be included as a lump sum with bid items for the

equipment/labor specified in the Lump Sum Base Bid Summary Sheet ((f) below). • The estimated construction costs to complete the project as detailed in this table, the road

logs of treatments and following the typical construction drawings (Exhibit A of NCRCD Contract No. 2016-05) is $135,000. This cost does not include materials that will be purchased by NCRCD (culvert, seed, and straw mulch).

• All culverts, seed & straw will be purchased by the NCRCD and delivered to the project area. The culverts will be delivered to project area at the location presented at bid tour. Contractor will work with the NCRCD to determine best delivery date and is responsible to unload and mobilize culverts to the site, as per the road logs of treatments (Exhibit A).

• All dewatering materials will be purchased and delivered by successful contractor. • Vegetation/brush removed during road opening and site grubbing will be distributed in-place

along stable hillslopes and/or used at stream crossing and bank erosion upgrade sites in lieu of seed & straw where possible.

• Water for project will be available on site (contractor not responsible for cost of water). • The successful contractor will work under the direct supervision of the NCRCD and a

Licensed Geologist and all tasks listed in the road logs of treatments (Exhibit A) must be completed to their satisfaction.

• Additional equipment and/or materials not specified by bid items ((e) below) shall be negotiated with the successful contractor.

• The successful contractor must abide by all permit requirements as directed by the NCRCD, and/or regulatory staff to ensure the project remains in environmental compliance.

• All work will take place sometime between August 1 to October 15, 2016. • Contractor shall possess a Class “A” license at the time of bidding on this contract.

(e) Recommended Equipment Breakdown

Item Type of

recommended heavy equipment1

Heavy equipment detail

1 Hydraulic Excavator

A hydraulic excavator, or similar piece of equipment, (35,000lb+/- or equal) with bucket and thumb and all necessary attachments for lifting or digging with operator.

2 Backhoe A backhoe or similar piece of equipment, smaller than a hydraulic excavator may be needed to treat sites along narrower roads.

3 Bulldozer A bulldozer tractor, or similar piece of equipment, with 6-way blade, minimum 18” multi-shank ripper attachment (Caterpillar D-4 or D-5, or equivalent).

4 10 yd3 Dump Truck

A ten-cubic yard dump truck, or similar piece of equipment and all incidentals required for truck operation.

5 Water Truck

A water truck (500-gallon capacity or greater) and all necessary attachments for drafting water for project utilization and dispensing water onto project roads, fills, and spoil materials for the purpose of dust abatement and moisture conditioning of soil materials.

6 Labor Workers used in the actual and direct performance of the project independent of that work associated with equipment operations.

7 Move in/out A lump sum rate to provide move in/move out costs. 1The Contractor will be allowed to substitute similar equipment for those specified but only if that equipment can efficiently perform the project at the Project site.

(f) Total Lump Sum Base Bid and References

Item Wing Canyon Roads Project

Total Cost ($)

Sum of Equipment/Labor (all roads)

Subt

otal

s

Materials Total Cost ($)

Riprap1 (0.5-2 ft): 197 yd3 Miscellaneous items (water pump rental, hoses, riparian

fencing, geotextile fabric, etc.)

Move in/out (mobilization)

Total Estimated Bid2: $ 1 Include price of purchase and delivery to project area (cost to mobilize rock from the staging area to each site is assumed with equipment hours) 2 Tally your total cost for equipment and labor, materials, miscellaneous items, and provide the total estimated bid.

References. Qualified licensed contractors must demonstrate relevant experience in rural road construction and improvement as described in the Mendocino County Resource Conservation District’s Handbook for Forest and Ranch Roads (available via http://mcrcd.org/publications/ ) and consistent with the Department of Fish and Wildlife’s Salmonid Habitat Restoration Manual. The DFW implementation protocols may be found in the California Salmonid Stream Habitat Restoration Manual: Chapters X on Project Implementation, which may be found online at http://www.dfg.ca.gov/nafwb/manual.html. List a minimum of 3 references and if applicable include CDFW FRGP projects references with the job name/grant#, contract amount, contact name, and telephone numbers.

Job name/FRGP# Amount Contact Name Phone Number

$

$

$

Describe your experience working on road improvement projects related to erosion prevention projects. Include years of experience, the types of projects with which you’ve been involved, and demonstrate your experience in implementing projects consistent with the California Department of Fish and Wildlife’s Salmonid Habitat Restoration Manual. You may include additional written material, brochures or resumes that describe your work.

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

5. It is understood and agreed that the total amount bid for the project does not constitute an agreement to pay a lump sum for the work unless is specifically so states.

6. It is the intention of the NCRCD to award a contract, if at all, to the lowest bidder who demonstrates the attributes of trustworthiness, as well as quality, fitness (including financial qualifications), capacity and experience to enable it to prosecute the work successfully and properly, and to complete the work within the time period named in the Contract Documents.

To determine the degree of responsibility to be credited to the bidder, the NCRCD will weigh any evidence that the bidder has performed satisfactorily on other contracts of like nature and magnitude, and comparable difficulty and rates of progress, to the work. The NCRCD shall have sole discretion to determine what contracts are of like nature and magnitude, and comparable difficulty and rates of progress. 7. Subcontractors for work included in all Bid items are listed on the attached Subcontractor’s List. 8. The undersigned Bidder understands that the NCRCD reserves the right to reject any or all bids received. 9. If the NCRCD accepts this Bid, the undersigned Bidder shall execute and deliver the Contract Documents, bonds and insurance required herein. 10. The undersigned Bidder herewith encloses cash, a cashier’s check, or certified check of or on a responsible bank in the United States, or a corporate surety bond furnished by a surety authorized to do a surety business in the State of California, in the amount of ten percent (10%) of the Total Bid Price, including alternative(s), and made payable to the “Napa County Resource Conservation District.” 11. The undersigned Bidder agrees to commence work under the Contract Documents as specified in the Notice to Proceed and to complete all work within the time specified in the Contract Documents. The undersigned Bidder acknowledges that the NCRCD has reserved the right to delay or modify the commencement date. The undersigned Bidder further acknowledges that the NCRCD has reserved the right to perform independent work at the Site, the extent of such work may not be determined until after the opening of the Bids, and that the undersigned

Bidder will be required to cooperate with such other work in accordance with the requirements of the Contract Documents. 12. The undersigned Bidder agrees that liquidated damages for failure to complete all work in the contract within the time specified shall be as set forth in the Contract Documents. 13. The undersigned Bidder agrees that this Bid shall be irrevocable. However, such Bid shall be automatically relieved upon execution of a contract for the project with another bidder. The undersigned makes the above Bid and declares under penalty of perjury that the statements made in this Bid Proposal, including attachments, are true and correct. The undersigned acknowledge that he/she has read, understands, and accepts the terms and conditions contained in this bid packet in its entirety. 14. The names of all persons interested in the foregoing Bid as principals are: In conformance with the Business and Profession Code, Section 7028.15, the Contractor must state clearly his/her license number and expiration date.

Signature Date

Printed Name of Contractor

Address: Telephone: License Number(s): Type of License(s): Expiration Date(s): Federal Tax Identification No.:

LIST OF SUBCONTRACTORS

Contractor must set forth the name, address, phone number, type and cost of work, and license for each subcontractor who will perform work on or render services in any amount exceeding one-half of one percent (1/2%) of the total bid according to provisions of the California Public Contract Code §4100 through §4113. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code section 1725.5. Company Name: Contact: Address: Phone Number: Type of Work: Cost of Work: Required License: Company Name: Contact: Address: Phone Number: Type of Work: Cost of Work: Required License: Company Name: Contact: Address: Phone Number: Type of Work: Cost of Work: Required License: (Bidder to attach additional sheets if necessary) Signed ____________________________ Date Contractor

Note: Bid Bonds to be on this form or on a form supplied by a licensed surety insurer

BIDDER'S BOND NAPA COUNTY RESOURCE CONSERVATION DISTRICT KNOW ALL PERSONS BY THESE PRESENTS, That we as PRINCIPAL, and as SURETY, are held and firmly bound unto NAPA COUNTY RESOURCE CONSERVATION DISTRICT, hereinafter called the NCRCD, in the penal sum of TEN PERCENT (10%) OF THE TOTAL AMOUNT OF THE BID of the Principal above named, submitted by said Principal to the NCRCD Board of Directors, for the work described below, for the payment of which sum in lawful money of the United States, well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents. In no case shall the liability of the surety hereunder exceed the sum of $__________________________________________________________________________ for the project entitled REDUCING ROAD-RELATED SEDIMENT DELIVERY TO STREAM SYSTEMS IN THE WING CANYON SUBWATERSHED, NAPA RIVER, NAPA COUNTY, CA. NOW THEREFORE, if the aforesaid Principal is awarded the contract and within the time and manner required under the specifications, after the prescribed forms are presented to him for signature, enter into a written contract, in the prescribed form, in accordance with the bid, and files and two bonds with the Napa County Clerk, one to guarantee faithful performance and the other to guarantee payment for labor and materials, as required by law, then this obligation shall be null and void; otherwise, it shall be and remain in full force and virtue.

In the event suit is brought upon this bond by the Obligee and judgment is recovered, the surety shall pay all cost incurred by the obligee in such suit, including a reasonable attorney's fee to be fixed by the court. SEALED with our seals and dated this day of _____________________________, 2015.

Principal (contractor): Surety: By: By: , Attorney in Fact By:

Signatures for Principal and Surety must be acknowledged before a Notary Public APPROVED AS TO FORM: MINH TRAN, Napa County Counsel By:

PUBLIC CONTRACT CODE SECTION 7106 AFFIDAVIT NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID "I, , hereby declare as follows: that he or she is

of the party

making the foregoing bid that the bid is not made in the interest of, or on behalf of, any undisclosed

person, partnership, company, association, organization, or corporation; that the bid is genuine and

not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other

bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived,

or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from

bidding, that the bidder has not in any manner, directly or indirectly, sought by agreement,

communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or

to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to

secure any advantage against the public body awarding contract of anyone interested in the

proposed contract; that all statements contained in the bid are true; and, further, that the bidder has

not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents

thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any

corporation, partnership, company association, organization, bid depository, or to any member or

agent thereof to effectuate a collusive or sham bid." I certify and declare under penalty of perjury that the foregoing is true and correct. Executed on at (DATE) (PLACE) ___________________________________ SIGNATURE of BIDDER

PUBLIC CONTRACT CODE

Public Contract Code Section 10285.1 Statement In conformance with Public Contract Code Section 10285.1 (Chapter 376, Stats. 1985), the bidder hereby declares under penalty of perjury under the laws of the State of California that the bidder has ___ , has not ___ been convicted within the preceding three years of any offenses referred to in that section, including any charge of fraud, bribery, collusion, conspiracy, or any other act in violation of any state or Federal antitrust law in connection with the bidding upon, award of, or performance of, any public works contract, as defined in Public Contract Code Section 1101, with any public entity, as defined in Public Contract Code Section 1100, including the Regents of the University of California or the Trustees of the California State University. The term "bidder" is understood to include any partner, member, officer, director, responsible managing officer, or responsible managing employee thereof, as referred to in Section 10285.1. Note: The bidder must place a check mark after "has" or "has not" in one of the blank spaces provided. The above

Statement is part of the Bid. Signing this Bid on the signature portion thereof shall also constitute signature of this Statement. Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.

Public Contract Code Section 10162 Questionnaire In conformance with Public Contract Code Section 10162, the Bidder shall complete, under penalty of perjury, the following questionnaire: Has the bidder, any officer of the bidder, or any employee of the bidder who has a proprietary interest in the bidder, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes _____ No _____ If the answer is yes, explain the circumstances in the following space.

Public Contract Code 10232 Statement In conformance with Public Contract Code Section 10232, the Contractor, hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period because of the Contractor's failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board.

Note: The above Statement and Questionnaire are part of the Bid. Signing this Bid on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.

Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.

DEBARMENT AND SUSPENSION CERTIFICATION

TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29 The bidder, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, manager:

• is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any Federal agency;

• has not been suspended, debarred, voluntarily excluded or determined ineligible by any Federal agency within the past 3 years;

• does not have a proposed debarment pending; and • has not been indicted, convicted, or had a civil judgement rendered against it by a court of

competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years.

If there are any exceptions to this certification, insert the exceptions in the following space. Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Bid. Signing this Bid on the signature portion thereof shall also

constitute signature of this Certification.

NONLOBBYING CERTIFICATION FOR FEDERAL CONTRACTS

The prospective participant certifies, by signing and submitting this bid or bid, to the best of his or her knowledge and belief, that:

(l) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any

person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or bid that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.

DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352

1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:

a. contract

a. bid/offer/application

a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report ___________

4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known

6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable ____________________

8. Federal Action Number, if known: 9. Award Amount, if known:

10. a. Name and Address of Lobby Entity b. Individuals Performing Services (including (If individual, last name, first name, MI) address if different from No. 10a) (last name, first name, MI) (attach Continuation Sheet(s) if necessary)

11. Amount of Payment (check all that apply) 13. Type of Payment (check all that apply)

$ _____________ actual planned a. retainer b. one-time fee

12. Form of Payment (check all that apply): c. commission a. cash d. contingent fee b. in-kind; specify: nature ______________ e deferred value _____________ f. other, specify __________________________

14. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 11: (attach Continuation Sheet(s) if necessary)

15. Continuation Sheet(s) attached: Yes No

16. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature: _________________________________________ Print Name: _______________________________________ Title: _____________________________________________ Telephone No.: _____________________ Date: ___________

Authorized for Local Reproduction Federal Use Only: Standard Form - LLL

Standard Form LLL Rev. 09-12-97

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of covered Federal action or a material change to previous filing pursuant to title 31 U.S.C. section 1352. The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress an officer or employee of Congress or an employee of a Member of Congress in connection with a covered Federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence, the outcome of a covered Federal action.

2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material

change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in Item 4 checks "Subawardee" then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organization level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identification in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant. or loan award number, the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitments for the prime entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influenced the covered Federal action.

(b) Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name, First Name and Middle Initial (Ml).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed or will be

expected to perform and the date(s) of any services rendered. Include all preparatory and related activity not just time spent in actual contact with Federal officials. Identify the Federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that were contacted.

15. Check whether or not a continuation sheet(s) is attached. 16. The certifying official shall sign and date the form, print his/her name title and telephone number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503. SF-LLL-Instructions Rev. 06-04-90«ENDIF»

D. MBE/WBE REQUIREMENTS AND FORMS 1. GENERAL. This project is funded in part through the U.S. Environmental Protection Agency’s Clean Water Act (CWA) Section 319(h) – Nonpoint Source Implementation Program. In accordance with the grant’s Exhibit D, Special Conditions, Section 2, the NCRCD must comply with Small, Minority, and Women’s Business (MBE/WBE) requirements to procure Minority and Women’s Business Enterprises through including “fair share” percentages in bid documents and following the “Good Faith Effort” process to solicit bids from eligible Disadvantaged Business Enterprises (DBEs).

2. NCRCD accepts the applicable MBE/WBE fair share objectives/goals negotiated with EPA by the California State Water Resources Control Board (CA SWRCB) as follows:

MBE WBE Construction 2% 1%

Equipment 1% 1% Services 1% 1% Supplies 1% 1%

3. Contractors can no longer self-certify as DBE. They must be certified by EPA, Small Business Administration (SBA), Department of Transportation (DOT) or by State, Local or Private entities whose certification criteria match EPA’s. Proof of certification must be provided with this bid. 4. The following forms are provided.

a) DBE Subcontractor Participation Form (EPA Form 6100-2) b) DBE Subcontractor Performance Form (EPA Form 6100-3) c) DBE Subcontractor Utilization Form (EPA Form 6100-4

All forms, where applicable, must have original signature and date.

E. CONTRACT DOCUMENTS

NAPA COUNTY RESOURCE CONSERVATION DISTRICT

CONTRACT NO. 2016 - 06

CONSTRUCTION CONTRACT THIS CONTRACT is made and entered into as of this _____ day of _____________, 2016, by and between the NAPA COUNTY RESOURCE CONSERVATION DISTRICT, a political subdivision of the State of California, hereinafter referred to as "NCRCD", and ________________________________ a [TYPE OF LEGAL ENTITY, whose mailing address is ______________________________, hereinafter referred to as "CONTRACTOR";

RECITALS WHEREAS, NCRCD is authorized by Public Resources Code section 9408 to enter into agreements with federal or state agencies to receive funds, and to enter into agreements with private persons to cooperatively expend funds, in furtherance of NCRCD purposes, and is further authorized by Public Resources Code section 9412 to provide technical assistance to private landowners to support projects that minimize soil and related resource degradation; and WHEREAS, NCRCD has received grant funds from the State Water Resources Control Board and the California Department of Fish and Wildlife (CDFW), hereinafter collectively referred to as “granting agency”, to implement road improvements in the Wing Canyon watershed to reduce transport of fine sediment to local waterways (hereinafter referred to as “Project”); and WHEREAS, NCRCD wishes to obtain specialized construction services, in order to implement the Project; and WHEREAS, NCRCD has solicited bids according to granting agency requirements for the project entitled “REDUCING ROAD-RELATED SEDIMENT DELIVERY TO STREAM SYSTEMS IN THE WING CANYON SUBWATERSHED NAPA RIVER, NAPA COUNTY, CA” (Project) to be implanted at 3410 Mt. Veeder Road, Napa, CA (Project Site); and WHEREAS, CONTRACTOR is qualified, submitted the lowest bid, and is willing to provide such specialized services to NCRCD under the terms and conditions set forth herein; and WHEREAS, the owner of the Project Site described above (LANDOWNER) has granted permission and right of access to NCRCD and Contractor to perform the Work described in this Contract;

TERMS NOW, THEREFORE, NCRCD hereby engages the services of CONTRACTOR, and CONTRACTOR agrees to serve NCRCD in accordance with the terms and conditions set forth

herein: 1. Term of the Contract. The term of this Contract shall commence on the date first above written and shall expire on December 31, 2016, unless terminated earlier in accordance with Paragraphs 9 (Termination for Cause), 10 (Other Termination) or 23(a) (Covenant of No Undisclosed Conflict); except that the obligations of the parties under Paragraphs 7 (Insurance) and 8 (Indemnification) shall continue in full force and effect after said expiration date or early termination in relation to acts or omissions occurring prior to such dates during the term of the Contract, and the obligations of CONTRACTOR to NCRCD shall also continue after said expiration date or early termination in relation to the obligations prescribed by Paragraphs 15 (Confidentiality), 20 (Taxes) and 21 (Access to Records/Retention). 2. Scope of Services. CONTRACTOR shall provide NCRCD those services set forth in Exhibit "A", attached hereto, in addition to the Invitation for Bids (IFB) and CONTRACTOR’S proposal set forth in Exhibit “B” and incorporated by reference herein. 3. Compensation. CONTRACTOR agrees to receive and accept______________________________________($______) as full compensation for furnishing all materials and for performing all Services as specified in this Contract. CONTRACTOR agrees that, except as expressly provided in the Contract, there will be no additional payment or compensation for any loss or damage arising out of the Work or from any unforeseen difficulties or obstructions which may arise or be encountered in the performance of the Services until its acceptance by the NCRCD. 4. Method of Payment. (a) Construction Services. All payments for compensation and reimbursement for expenses shall be made only upon presentation by CONTRACTOR to NCRCD of an itemized billing invoice in a form acceptable to the Napa County Auditor which indicates, at a minimum, CONTRACTOR's name, address, Social Security or Taxpayer Identification Number, itemization of the hours worked, a detailed description of the tasks completed during the billing period, the names of person(s) performing the services and the position(s) held by such person(s), and the approved hourly or task rate. (b) Expenses. If the Contract provides for expense reimbursement, requests for reimbursement shall describe the nature and cost of the expense, the date incurred. With the exception of per diem reimbursements, receipts must be attached. (c) Fixed Price. If the Contract provides for a fixed price, if CONTRACTOR presents interim invoices, CONTRACTOR must state the percentage of work completed, which must be verified by NCRCD, i.e., 35% design, 95% design, draft report, et cetera, at which time CONTRACTOR shall be paid the equivalent percentage of the fixed price. (d) CONTRACTOR shall submit invoices not more often than monthly to the CONSERVATION PROJECT MANAGER who, after review and approval as to form and content, shall submit the invoice to the NCRCD Executive Director or Board of Directors for approval and to the Napa County Auditor for payment. NCRCD will provide payment to CONTRACTOR no later than 30 days after NCRCD receives payment from Granting Agency. A sample invoice showing the level of detail required is attached as Exhibit “C”. (e) Legal status. So that NCRCD may properly comply with its reporting obligations under federal and state laws pertaining to taxation, if CONTRACTOR is or becomes a corporation during the term of this Agreement, proof that such status is currently recognized by and complies with the laws of both the state of incorporation or organization and the State of

California, if different, shall be provided to the Executive Director upon request in a form satisfactory to the Napa County Auditor. Such proof shall include, but need not be limited to, a copy of any annual or other periodic filings or registrations required by the state of origin or California, the current address for service of process on the corporation or limited liability partnership, and the name of any agent designated for service of process by CONTRACTOR within the State of California. 5. Independent Contractor. CONTRACTOR shall perform this Contract as an independent contractor. CONTRACTOR and the officers, agents and employees of CONTRACTOR are not, and shall not be deemed, NCRCD employees for any purpose, including workers' compensation and employee benefits. CONTRACTOR shall, at CONTRACTOR’s own risk and expense, determine the method and manner by which duties imposed on CONTRACTOR by this Contract shall be performed; provided, however, that NCRCD, LANDOWNER, Pacific Watershed Associates, and granting agencies may monitor the work performed by CONTRACTOR and shall be accomplished to the satisfaction of NCRCD. NCRCD shall not deduct or withhold any amounts whatsoever from the compensation paid to CONTRACTOR, including, but not limited to amounts required to be withheld for state and federal taxes. As between the parties to this Agreement, CONTRACTOR shall be solely responsible for all such payments. 6. Specific Performance. It is agreed that CONTRACTOR, including the agents or employees of CONTRACTOR, shall be the sole providers of the services required by this Contract. CONTRACTOR shall at all times perform its duties under the Project to the best of its ability and in accordance with the highest scientific, professional and ethical standards of its profession. Because the services to be performed by CONTRACTOR under the terms of this Contract are of a special, unique, unusual, extraordinary, and intellectual or time-sensitive character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action of law, NCRCD, in addition to any other rights or remedies which NCRCD may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of this Contract by CONTRACTOR. 7. Insurance. CONTRACTOR shall obtain and maintain in full force and effect throughout the term of this Contract, and thereafter as to matters occurring during the term of this Contract, the following insurance coverage: (a) Workers' Compensation insurance. To the extent required by law during the term of this Contract, CONTRACTOR shall provide workers' compensation insurance for the performance of any of CONTRACTOR's duties under this Contract, including but not limited to, coverage for workers' compensation and employer's liability and a waiver of subrogation, and shall provide NCRCD with certification of all such coverages upon request by NCRCD’s Executive Director or designee. (b) Liability insurance. CONTRACTOR shall obtain and maintain in full force and effect during the term of this Contract the following liability insurance coverages, issued by a company admitted to do business in California and having an A.M. Best rating of A:VII or better or equivalent self-insurance: 1. General Liability. Commercial general liability [CGL] insurance coverage (personal injury and property damage) of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, covering liability or claims for any personal injury,

including death, to any person and/or damage to the property of any person arising from the acts or omissions of CONTRACTOR or any officer, agent, or employee of CONTRACTOR under this Contract. If the coverage includes an aggregate limit, the aggregate limit shall be no less than twice the per occurrence limit. 2. Professional Liability/Errors and Omissions. Professional liability [or errors and omissions] insurance for all activities of CONTRACTOR arising out of or in connection with this Contract in an amount not less than ONE MILLION DOLLARS ($1,000,000) per claim. 3. Comprehensive Automobile Liability Insurance. Comprehensive automobile liability insurance (Bodily Injury and Property Damage) on owned, hired, leased and non-owned vehicles used in conjunction with CONTRACTOR's business of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence. Coverage shall be business auto insurance coverage using Insurance Services Office (ISO) form number CA 0001 06 92 including symbol 1 (any Auto) or the exact equivalent. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the General Liability Insurance described in subparagraph (b)(1) above. If CONTRACTOR or CONTRACTOR’s employees, officers, or agents will use personal automobiles in any way in the performance of this Agreement, CONTRACTOR shall provide evidence of personal auto liability coverage for each such person upon request.

(c) Certificates of Coverage. All insurance coverages referenced in 7(b), above, shall be evidenced by one or more certificates of coverage or, with the consent of NCRCD, demonstrated by other evidence of coverage acceptable to NCRCD, which shall be filed by CONTRACTOR with NCRCD prior to commencement of performance of any of CONTRACTOR's duties.

(1) The certificate(s) or other evidence of coverage shall reference this Contract by its NCRCD number or title; shall be kept current during the term of this Contract; shall provide that NCRCD shall be given no less than thirty (30) days prior written notice of any non-renewal, cancellation, other termination, or material change, except that only ten (10) days prior written notice shall be required where the cause of non-renewal or cancellation is non-payment of premium; and shall provide that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, the coverage afforded applying as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company's liability.

(2) Waiver of Subrogation and Additional Insured Endorsements. For the commercial general liability insurance coverage referenced in 7(b)(1) and, for the comprehensive automobile liability insurance coverage referenced in 7(b)(3) where the vehicles are covered by a commercial policy rather than a personal policy, CONTRACTOR shall also file with the evidence of coverage an endorsement from the insurance provider naming NCRCD, its officers, employees, agents and volunteers as additional insureds and waiving subrogation. For the Workers Compensation insurance coverage, CONTRACTOR shall file an endorsement waiving subrogation with the evidence of coverage.

(3) The certificate or other evidence of coverage shall provide that if the same policy applies to activities of CONTRACTOR not covered by this Contract, then the limits in the applicable certificate relating to the additional insured coverage of NCRCD shall pertain only to liability for activities of CONTRACTOR under this Contract, and that the insurance provided is primary coverage to NCRCD with respect to any insurance or self-insurance programs maintained by NCRCD. The additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or

equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94.

(4) Upon request by NCRCD, CONTRACTOR shall provide or arrange for the insurer to provide within thirty (30) days of the request, certified copies of the actual insurance policies or relevant portions thereof. (d) Deductibles/Retentions. Any deductibles or self-insured retentions shall be declared to, and be subject to approval by, NCRCD, which approval shall not be denied unless the NCRCD determines that the deductibles or self-insured retentions are unreasonably large in relation to compensation payable under this Contract and the risks of liability associated with the activities required of CONTRACTOR by this Contract. At the option of and upon request by NCRCD if NCRCD determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self-insurance retentions as respects NCRCD, its officers, employees, agents and volunteers or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense expenses. (e) Inclusion in Subcontracts. CONTRACTOR agrees to require all subcontractors and any other entity or person who is involved in providing services under this Contract to comply with the Workers Compensation and General Liability insurance requirements set forth in this Paragraph 7. 8. Bonding. CONTRACTOR shall issue a performance bond and a payment and materials bond in favor of NAPA COUNTY RESOURCE CONSERVATION DISTRICT, whose forms are attached hereto as Exhibit “D” and whose requirements are incorporated herein, in the following amounts: faithful performance (100%) of contract value; labor and materials (100%) of contract value. CONTRACTOR shall not begin work under this Contract until such bond(s) have been issued. 9. Hold Harmless/Defense/Indemnification. (a) In General. To the full extent permitted by law, CONTRACTOR shall defend at its own expense, indemnify, and hold harmless NCRCD and its officers, agents, employees, volunteers, or representatives from and against any and all liability, claims, actions, proceedings, losses, injuries, damages or expenses of every name, kind, and description, including litigation costs and reasonable attorney's fees incurred in connection therewith, brought for or on account of personal injury (including death) or damage to property, arising from all acts or omissions of CONTRACTOR or its officers, agents, employees, volunteers, contractors and subcontractors in rendering services under this Contract, excluding, however, such liability, claims, actions, losses, injuries, damages or expenses arising from the sole negligence or willful acts of NCRCD or its officers, agents, employees, volunteers, representatives, or other contractors or their subcontractors. Each party shall notify the other party immediately in writing of any claim or damage related to activities performed under this Contract. The parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Contract, providing that nothing shall require either party to disclose any documents, records or communications that are protected under peer review privilege, attorney-client privilege, or attorney work product privilege. (b) Employee Character and Fitness. CONTRACTOR accepts responsibility for determining and approving the character and fitness of its employees (including volunteers, agents or representatives) to provide the services required of CONTRACTOR under this Contract, including completion of a satisfactory criminal/background check and period rechecks to the extent permitted by law. Notwithstanding anything to the contrary in this Paragraph,

CONTRACTOR shall hold NCRCD and its officers, agents and employees harmless from any liability for injuries or damages resulting from a breach of this provision or CONTRACTOR's actions in this regard. 10. Termination for Cause. If either party shall fail to fulfill in a timely and proper manner that party's obligations under this Contract or otherwise breach this Contract and fail to cure such failure or breach within ten (10) days of receipt of written notice from the other party describing the nature of the breach, the non-defaulting party may, in addition to any other remedies it may have, terminate this Contract by giving five (5) days prior written notice to the defaulting party in the manner set forth in Paragraph 13 (Notices). NCRCD hereby authorizes the NCRCD Executive Director to make all decisions and take all actions required under this Paragraph to terminate this Contract on behalf of NCRCD for cause. 11. Other Termination. (a) Termination for Convenience. This Contract may be terminated by either party for any reason and at any time by giving prior written notice of such termination to the other party specifying the effective date thereof at least thirty (30) days prior to the effective date, as long as the date the notice is given and the effective date of the termination are in the same fiscal year; provided, however, that no such termination may be effected by NCRCD unless an opportunity for consultation is provided prior to the effective date of the termination. NCRCD hereby authorizes the NCRCD District Manager to make all decisions and take all actions required under this Paragraph to terminate this Contract on behalf of NCRCD for the convenience of NCRCD. (b) Termination for Lack of Grant Funding. Notwithstanding the foregoing, this Contract shall automatically terminate if grant funding is canceled by Funding Agency. Termination of this Contract under this subparagraph shall be effective on the effective date of the cancellation of the Funding Agency Grant Agreement, but NCRCD shall use its best efforts to give CONTRACTOR at least 30 days prior written notice of any such impending cancellation unless giving such notice within that time period is beyond the reasonable control of NCRCD. 12. Payment for Work upon Expiration or Termination. CONTRACTOR shall be entitled to receive compensation for any satisfactory work completed prior to receipt of the notice of termination or commenced prior to receipt of the notice and completed satisfactorily prior to the effective date of the termination; except that CONTRACTOR shall not be relieved of liability to NCRCD for damages sustained by NCRCD by virtue of any breach of the Contract by CONTRACTOR whether or not the Contract expired or was otherwise terminated, and NCRCD may withhold any payments not yet made to CONTRACTOR for purpose of setoff until such time as the exact amount of damages due to NCRCD from CONTRACTOR is determined. 13. Special Provisions. Special provisions from Funding Agency Agreements 13-507-252-0 and D1430602, hereinafter referred to as “Funding Agreements”, are detailed below and Funding Agreements are attached hereto as Exhibit “E” and “E-1”, respectively, and incorporated herein by reference. (a) State Disclosure Requirements. CONTRACTOR shall include the following disclosure statement in any document, written report, or brochure prepared in whole or in part pursuant to this Contract t: “Funding for this project has been provided in full or in part through agreements with the California Department of Fish and Wildlife, the State Water Resources Control Board, and the U.S. Environmental Protection Agency under the Federal Nonpoint

Source Pollution Control Program (Clean Water Act Section 319). The contents of this document do not necessarily reflect the views and policies of the State Water Resources Control Board, nor does mention of trade names or commercial products constitute endorsement or recommendation for use.” (Agreement 13-507-252-0, Exhibit A, Section A, Paragraph 8; Agreement D1430602, Exhibit 1.a, Paragraph 15) (b) Audit. CONTRACTOR agrees that the State Water Resources Control Board, the Department of General Services, the Bureau of State Audits, the Governor of the State, the USEPA, the Office of Inspector General, or any authorized representative of the foregoing shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Contract. CONTRACTOR agrees to maintain such records for a possible audit for a minimum of seven (7) years after final payment, unless a longer period of records retention is stipulated. CONTRACTOR agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. (Agreement 13-507-252-0, Exhibit C, Paragraph 4; Agreement D1430602, Exhibit 1.a, Paragraph 4) (c) Compliance with Law, Regulations, Etc. CONTRACTOR agrees that it will, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, guidelines, regulations, and requirements. (Agreement 13-507-252-0, Exhibit C, Paragraph 7) (d) Nondiscrimination Clause. (Agreement 13-507-252-0, Exhibit C, Paragraph 21; Agreement D1430602, Exhibit 1.a, Paragraph 8) i) During the performance of this Contract CONTRACTOR and its contractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave. ii) CONTRACTOR, its consultants, and contractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. iii) CONTRACTOR, its consultants, and contractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, 12990 (a-f) et. seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs., tit. 2, 7285 et. seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part thereof as if set forth in full. iv) CONTRACTOR, its consultants, and contractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement, if any. (e) Archeological or Historical Resource. Should a potential archeological or historical resource be discovered during implementation of the Project, CONTRACTOR agrees that all work in the area of the find will cease until a qualified archeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Deputy Director of the Division has determined what actions should be taken to protect and preserve the resource. CONTRACTOR agrees to implement appropriate actions as directed by the Division. (Agreement 13-507-252-0, Exhibit C, Paragraph 23(c)) (f) Endangered or Threatened Species. Should a federally protected species be unexpectedly encountered during implementation of the Project, CONTRACTOR agrees to promptly notify the NCRCD. This notification is in addition to the CONTRACTORS obligations

under the federal Endangered Species Act. (Agreement 13-507-252-0, Exhibit C, Paragraph 23 (d)) (g) New Restrictions on Lobbying. CONTRACTOR shall ensure that no grant funds awarded under this Contract are used to engage in lobbying the Federal Government or in litigation against the United States unless authorized under existing law. The recipient shall abide by its respective 2 CFR 220, 225 or 230 which prohibits the use of federal grant funds for litigation against the United State or for lobbying or other political activities. Contractor further agrees to comply with Title 40 CFR part 34, New Restrictions on Lobbying and shall complete and return to NCRCD the form titled “Disclosure of Lobbying Activities”. Any recipient of grant funds who makes a prohibited expenditure under 40 C.F.R. part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure. (Agreement 13-507-252-0, Exhibit D, Paragraph 3) (h) Government Debarment and Suspension. CONTRACTOR shall comply with and require contractors and subcontractors as applicable to comply with Subpart C of 40 C.F.R. part 32, entitled “Responsibilities of Participants Regarding Transactions.” (Agreement 13-507-252-0, Exhibit D, Paragraph 8) (i) Trafficking in Persons. CONTRACTOR certifies that it, its employees, its subcontractors and its subcontractors’ employees receiving any funds pursuant to this Contract, shall not engage in severe forms of trafficking in persons during the term of this Contract; procure a commercial sex act during the term of this Contract; or used forced labor in the performance of this Contract or any subcontracts awarded pursuant to this Contract. (Agreement 13-507-252-0, Exhibit D, Paragraph 18) (j) Association of Community Organizations for Reform Now (ACORN). CONTRACTOR certifies that it is not a subsidiary of ACORN. CONTRACTOR further certifies that no funds provided pursuant to this Contract may be used for sub-awards, sub-grants, and/or contracts to ACORN or any of its subsidiaries. (Agreement 13-507-252-0, Exhibit D, Paragraph 19) 14. No Waiver. The waiver by either party of any breach or violation of any requirement of this Contract shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this Contract. 15. Notices. All notices required or authorized by this Contract shall be in writing and shall be delivered in person or by deposit in the United States mail, by certified mail, postage prepaid, return receipt requested. Any mailed notice, demand, request, consent, approval or communication that either party desires to give the other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Any notice sent by mail in the manner prescribed by this paragraph shall be deemed to have been received on the date noted on the return receipt or five days following the date of deposit, whichever is earlier. NCRCD CONTRACTOR Napa County Resource Conservation Dist. _________________________ Attn: Executive Director _________________________ 1303 Jefferson St., Ste. 500B _________________________ Napa, CA 94559 _________________________ 707-252-4189 x110 _________________________

16. Compliance with Policies on Waste, Harassment, Drug/Alcohol-Free Workplace, Computer Use and Anti-Trafficking prohibitions. CONTRACTOR hereby agrees to comply, and require its employees and subcontractors to comply, with the following policies, copies of which are on file with the Clerk of the Board of Supervisors and incorporated by reference herein. CONTRACTOR also agrees that it shall not engage in any activities, or permit its officers, agents and employees to do so, during the performance of any of the services required under this Agreement, which would interfere with compliance or induce violation of these policies by NCRCD employees or contractors. For purposes of this Paragraph, references in the Policies to “County” and “County of Napa” shall mean NCRCD, to “Board” or “Board of Supervisors” shall mean the NCRCD governing board, and to “personnel director”, “county administrator (or CEO)” or any other specifically-titled Napa County officer shall mean the NCRCD Executive Director. (a) Waste Source Reduction and Recycled Product Content Procurement Policy adopted by resolution of the Board of Supervisors on March 26, 1991. (b) County of Napa “Policy for Maintaining a Harassment and Discrimination Free Work Environment” revised effective August 23, 2005. (c) County of Napa Drug and Alcohol Policy adopted by resolution of the Board of Supervisors on June 25, 1991. (d) Napa County Information Technology Use and Security Policy adopted by resolution of the Board of Supervisors on April 17, 2001. To this end, all employees and subcontractors of CONTRACTOR whose performance of services under this Agreement requires access to any portion of the COUNTY computer network shall sign and have on file with COUNTY’s ITS Department prior to receiving such access the certification attached to said Policy. (e) Napa County Workplace Violence Policy, adopted by the BOS effective May 23, 1995 and subsequently revised effective November 2, 2004, which is located in the County of Napa Policy Manual Part I, Section 37U. (f) You as the recipient, your employees, subrecipients under this award, and subrecipients’ employees may not engage in severe forms of trafficking in persons during the period of time that the award is in effect; procure a commercial sex act during the time of that the award is in effect; or use forced labor in the performance of the award of subawards under the award. 17. Confidentiality. Confidential information is defined as all information disclosed to CONTRACTOR which relates to NCRCD's past, present, and future activities, as well as activities under this Contract. CONTRACTOR shall hold all such information as CONTRACTOR may receive, if any, in trust and confidence, except with the prior written approval of NCRCD, expressed through its Executive Director. Upon cancellation or expiration of this Contract, CONTRACTOR shall return to NCRCD all written and descriptive matter which contains any such confidential information, except that CONTRACTOR may retain for its files a copy of CONTRACTOR’s work product if such product has been made available to the public by NCRCD. 18. No Assignments or Subcontracts. (a) In general. A consideration of this Contract is the personal reputation of CONTRACTOR; therefore, CONTRACTOR shall not assign any interest in this Contract or

subcontract any of the services CONTRACTOR is to perform hereunder, with the exception of any subcontractor specifically named in this Contract without the prior written consent of NCRCD, which shall not be unreasonably withheld. The inability of the assignee to provide personnel equivalent in experience, expertise, and numbers to those provided by CONTRACTOR, or to perform any of the remaining services required under this Contract within the same time frame required of CONTRACTOR shall be deemed to be reasonable grounds for NCRCD to withhold its consent to assignment. For purposes of this subparagraph, the consent of NCRCD may be given by the Executive Director. (b) Effect of Change in Status. If CONTRACTOR changes its status during the term of this Contract from or to that of a corporation, limited liability partnership, limited liability company, general partnership, or sole proprietorship, such change in organizational status shall be viewed as an attempted assignment of this Contract by CONTRACTOR. Failure of CONTRACTOR to obtain approval of such assignment under this Paragraph shall be viewed as a material breach of this Contract. 19. Amendment/Modification. Except as specifically provided herein, this Contract may be modified or amended only in writing and with the prior written consent of both parties. Failure of CONTRACTOR to secure such authorization in writing in advance of performing any extra or changed work shall constitute a waiver of any and all rights to adjustment in the contract price or contract time and no compensation shall be paid for such extra work. 20. Interpretation; Venue. (a) Interpretation. The headings used herein are for reference only. The terms of the Contract are set out in the text under the headings. This Contract shall be governed by the laws of the State of California without regard to the choice of law or conflicts. (b) Venue. This Contract is made in Napa County, California. The venue for any legal action in state court filed by either party to this Contract for the purpose of interpreting or enforcing any provision of this Contract shall be in the Superior Court of California, County of Napa, a unified court. The venue for any legal action in federal court filed by either party to this Contract for the purpose of interpreting or enforcing any provision of this Contract lying within the jurisdiction of the federal courts shall be the Northern District of California. The appropriate venue for arbitration, mediation or similar legal proceedings under this Contract shall be Napa County, California; however, nothing in this sentence shall obligate either party to submit to mediation or arbitration any dispute arising under this Contract. 21. Compliance with Laws. CONTRACTOR shall observe and comply with all applicable Federal, State and local laws, ordinances, and codes. Such laws shall include, but not be limited to, the following, except where prohibited by law: (a) Non-Discrimination. During the performance of this Contract, CONTRACTOR and its subcontractors shall not deny the benefits thereof to any person on the basis of race, color, ancestry, national origin or ethnic group identification, religion or religious creed, gender or self-identified gender, sexual orientation, marital status, age, mental disability, physical disability or medical condition (including cancer, HIV and AIDS), or political affiliation or belief nor shall they discriminate unlawfully against any employee or applicant for employment because of race, color, ancestry, national origin or ethnic group identification, religion or religious creed, gender or self-identified gender, sexual orientation, marital status, age, mental disability, physical disability or medical condition (including cancer, HIV and AIDS), use of family care leave or political affiliation or belief. CONTRACTOR shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination or harassment. In

addition to the foregoing general obligations, CONTRACTOR shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900, et seq.), the regulations promulgated thereunder (Title 2, California Code of Regulations, section 7285.0, et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (sections 11135-11139.5) and any state or local regulations adopted to implement any of the foregoing, as such statutes and regulations may be amended from time to time. (b) Documentation of Right to Work. CONTRACTOR agrees to abide by the requirements of the Immigration and Control Reform Act pertaining to assuring that all newly-hired employees of CONTRACTOR performing any services under this Contract have a legal right to work in the United States of America, that all required documentation of such right to work is inspected, and that INS Form 1-9 (as it may be amended from time to time) is completed and on file for each employee. CONTRACTOR shall make the required documentation available upon request to NCRCD for inspection. (c) Inclusion in Subcontracts. To the extent any of the services required of CONTRACTOR under this Contract are subcontracted to a third party, CONTRACTOR shall include all of the provisions of this Paragraph in all such subcontracts as obligations of the subcontractor. (d) Prevailing Wages. (1) The Contractor shall be bound to the provisions of the Davis-Bacon Act and to the provisions of California Labor Code section 1771 regarding prevailing wages. All labor on this project shall be paid neither less than the greater of the minimum wage rates established by the U.S. Secretary of Labor (Federal Wage Rates), or by the State of California Director of Department of Industrial Relations (State Wage Rates). Current DIR requirements may be found at http://www.dir.ca.gov/Public-Works/PublicWorks.html. (2) Affected Work. CONTRACTOR shall comply with Labor Code sections 1774 and 1775 in relation to payment of prevailing wages for any portion of the required work performed under this Contract on or after January 1, 2002 relating to construction design, testing, surveying and/inspection work, and construction if the State Director of Industrial Relations has established prevailing wage rates for the types of work involved. (3) Prevailing Wages Rates. In accordance with the provisions of Section 1774 of the Labor Code of the State of California, to the extent the Director of Industrial Relations has established the general prevailing rate of wages (which rate includes employer payments for health and welfare, pension, vacation and similar purposes) for the above-described portions of the work required under this Contract, such rates of wages will be on file and available for inspection at the office of the County of Napa Department of Public Works, 1195 Third Street, Room 201, Napa, California. (4) Payroll Records. In accordance with Labor Code section 1776, a copy of all payrolls for work subject to this subparagraph shall be submitted weekly to NCRCD’s Conservation Project Manager. Payrolls shall contain the full name, address and social security number of each employee, his correct classification, rate of pay, daily and weekly number of hours worked, itemized deductions made and actual wages paid. They shall also indicate apprentices and ratio of apprentices to journeymen. The employee's address and social security number need only appear on the first payroll on which his name appears. The payroll shall be accompanied by a “Statement of Compliance” signed by the employer or his agent indicating that the payrolls are correct and complete and that the wage rates contained therein are not less than those required by the contract. The “Statement of Compliance” shall be on forms furnished by the Director of Public Works or his designee or on any form with identical wording. CONTRACTOR shall be responsible for the submission of copies of payrolls of all subcontractors.

(5) Apprentices. CONTRACTOR shall be responsible for ensuring compliance with the provisions of Labor Code section 1777.5 relating to employment and payment of apprentices for work under this Contract relating to land surveying and/or construction inspection if the total compensation to be paid CONTRACTOR for such work is $30,000 or more. 22. Taxes. CONTRACTOR agrees to file federal and state tax returns or applicable withholding documents and to pay all applicable taxes or make all required withholdings on amounts paid pursuant to this Contract and shall be solely liable and responsible to make such withholdings and/or pay such taxes and other obligations including, without limitation, state and federal income and FICA taxes. CONTRACTOR agrees to indemnify and hold NCRCD harmless from any liability it may incur to the United States or the State of California as a consequence of CONTRACTOR’s failure to pay or withhold, when due, all such taxes and obligations. In the event that NCRCD is audited for compliance regarding any withholding or other applicable taxes or amounts, CONTRACTOR agrees to furnish NCRCD with proof of payment of taxes or withholdings on those earnings. 23. Access to Records/Retention. NCRCD, any federal, state or local grantor agency funding all or part of the compensation payable hereunder, the State Controller, the Comptroller General of the United States, or the duly authorized representatives of any of the above, shall have access to any books, documents, papers and records of CONTRACTOR which are directly pertinent to the subject matter of this Contract for the purpose of making audit, examination, excerpts and transcriptions. Except where longer retention is required by any federal or state law, CONTRACTOR shall maintain all required records for at least seven (7) years after NCRCD makes final payment for any of the work authorized hereunder and all pending matters are closed, whichever is later. 24. Authority to Contract. CONTRACTOR and NCRCD each warrant hereby that they are legally permitted and otherwise have the authority to enter into and perform this Contract. 25. Conflict of Interest. (a) Covenant of No Undisclosed Conflict. The parties to the Contract acknowledge that they are aware of the provisions of Government Code section 1090, et seq., and section 87100, et seq., relating to conflict of interest of public officers and employees. CONTRACTOR hereby covenants that it presently has no interest not disclosed to NCRCD and shall not acquire any interest, direct or indirect, which would conflict in any material manner or degree with the performance of its services or confidentiality obligation hereunder, except as such as NCRCD may consent to in writing prior to the acquisition by CONTRACTOR of such conflict. CONTRACTOR further warrants that it is unaware of any financial or economic interest of any public officer or employee of NCRCD relating to this Agreement. CONTRACTOR agrees that if such financial interest does exist at the inception of this Agreement, NCRCD may terminate this Contract immediately upon giving written notice without further obligation by NCRCD to CONTRACTOR under this Agreement. (b) Statements of Economic Interest. CONTRACTOR acknowledges and understands that NCRCD has developed and approved a Conflict of Interest Code as required by state law which requires CONTRACTOR to file with the Elections Division of the Napa County Assessor-Clerk Recorder “assuming office”, “annual”, and “leaving office” Statements of Economic Interest as a “consultant”, as defined in section 18701(a)(2) of Title 2 of the

California Code of Regulations, unless it has been determined in writing that CONTRACTOR, although holding a “designated” position as a consultant, has been hired to perform a range of duties so limited in scope as to not be required to fully comply with such disclosure obligation. By authorizing its President to execute this Contract on its behalf, NCRCD’s Board of Director’s hereby determines in writing on behalf of NCRCD that CONTRACTOR has been hired to perform a range of duties so limited in scope as to not be required to comply with such disclosure obligation. 26. Non-Solicitation of Employees. Each party agrees not to solicit for employment the employees of the other party who were directly involved in the performance of the services hereunder for the term of this Contract and a period of six (6) months after termination of this Contract except with the written permission of the other party, except that nothing in this Paragraph shall preclude either party from publishing or otherwise distributing applications and information regarding that party's job openings where such publication or distribution is directed to the public generally. 27. Third Party Beneficiaries. Nothing contained in this Contract shall be construed to create any rights in third parties and the parties do not intend to create such rights. 28. Attorney's Fees. In the event that either party commences legal action of any kind or character to either enforce the provisions of this Contract or to obtain damages for breach thereof, the prevailing party in such litigation shall be entitled to all costs and reasonable attorney's fees incurred in connection with such action. 29. Severability. If any provision of this Contract, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of this Contract.

30. Entirety of Contract. This Contract, including any documents expressly incorporated by reference whether or not attached hereto, constitutes the entire agreement between the parties relating to the subject of this Contract and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, this Contract was executed by the parties hereto as of the date first above written.

CONTRACT AWARDEE By____________________________________ NAME, Title

"CONTRACTOR"

NAPA COUNTY RESOURCE CONSERVATION DISTRICT, a political subdivision of the State of California

By_______________________________________ BETH PAINTER, President “NCRCD”

APPROVED AS TO FORM Office of County Counsel

By: NCRCD Counsel Date:

ATTEST: ANNA MATTINSON Secretary of the Board of Directors

By: