COUNTY OF SHASTA, CALIFORNIA

REQUEST FOR PROPOSALS FOR

PROFESSIONAL ACTUARIAL SERVICES (RFP No. CAO - 2)

The County of Shasta desires to engage an actuarial firm to perform GASB 43 and 45 compliance services. Sealed proposals must be submitted to the Shasta County Administration Center located at 1450 Court Street, Room 308, Redding, California 96001 before 3:00 P.M., Thursday, May 17, 2007 for Professional Actuarial Services, as related to the documents included in this package.

THE COUNTY RESERVES THE RIGHT TO REJECT AT ITS SOLE DISCRETION PROPOSALS RECEIVED AFTER THIS TIME AND DATE.

The original proposal (unbound) and five (5) copies are to be submitted.

Facsimile copies will not be accepted. One copy (only) of the consultant’s fee schedule is to be submitted in a separate, sealed envelope.

Shasta County reserves the right to reject any or all proposals, in part or in their entirety. In addition, the County will award any resulting contract in a manner consistent with the County Purchasing Ordinance. SHASTA COUNTY County Administrative Office Bebe Palin Administrative Fiscal Chief (530) 225-3737 BP:md

NOTE

If a potential proposer received this Request for Proposal document through some means other than by surface U.S. mail directly from the County of Shasta (other means, including from the Shasta County Internet web site), it is the responsibility of the potential proposer to advise the assigned Shasta County contact in the County Administrative Office, Bebe Palin, of its intention to submit a proposal so that any addenda or other correspondence related to this Request for Proposal will be sent to the potential proposer. Transmittal of this information must ultimately be in writing, by U.S. Mail, fax, or e-mail, regardless if initial contact is by telephone.

Please submit proposal (unbound original and specified number of copies) to:

Shasta County Administrative Office Attention: Bebe Palin 1450 Court Street

Suite 308 Redding, CA 96001

Mailing envelope is to be clearly marked on the outside with the following notation:

“RFP No. CAO - 2; opening at 3:00 P.M., on Thursday, May 17, 2007”

Proposals will NOT be considered unless:

Proposal contains a cover letter signed by a member of the organization having the

authority to enter into formal contracts on behalf of the organization. The cover letter must also acknowledge receipt of any and all addenda that may have been issued.

REQUEST FOR PROPOSALS FOR ACTUARIAL SERVICES

(RFP No. CAO - 2)

TABLE OF CONTENTS

I. INTRODUCTION A. Purpose of Request for Proposal.........................................................1 B. Procedural Instruction..........................................................................1 C. Term of Engagement ...........................................................................2 II. NATURE OF SERVICES REQUIRED

A. General ...............................................................................................3 III. ADMINISTRATIVE GUIDANCE

A. General ...............................................................................................3 IV. PROPOSAL SPECIFICATIONS

A. Specifications .....................................................................................4 V. DESCRIPTION OF GOVERNMENT

A. General Background Information ....................................................... 6 B. General Information about Health Care Cost ......................................6 C. Information Specific to Health Care ....................................................7

VI. TIME REQUIREMENTS ...............................................................................8 VII. PROPOSAL REQUIREMENTS ....................................................................8 VIII. EVALUATION OF PROPOSALS.................................................................. 8 IX. ATTACHMENTS ...........................................................................................9

1. General Conditions 2. Shasta County Consulting and Professional Services Agreement

SHASTA COUNTY

REQUEST FOR PROPOSALS I. INTRODUCTION

A. Purpose of Request for Proposal

The purpose of the request is to enter into a contract with a qualified actuary for the performance of actuary services, for Shasta County, that comply with the requirements of Governmental Accountant Standards Board (GASB) Statements Nos. 43 and 45. The contract would be a 3 year contract with the option to renew for two additional years. The County may elect to only have actuarial services performed every other year.

B. Procedural Instructions 1. Proposal Submission Package

Acceptable proposals shall address all items identified in the Section IV (Proposal Specifications) of this request for proposal (RFP) and, in the cover letter acknowledge receipt of any addendum that may have been issued.

Each proposal package shall contain the original (unbound) and five (5) copies of the proposal.

One (1) copy of the fee schedule (requested hourly rates and total Not-To-Exceed figure for each of the three years) to be submitted in a separate, sealed envelope marked with the firm’s name and the reference “Proposal for Professional Actuarial Services, RFP No. CAO - 2.”

2. Inquiries

Questions concerning this RFP shall be directed to:

Bebe Palin, Administrative Fiscal Chief (530) 225-3737 bpalin@co.shasta.ca.us

Inquiries should be in writing and refer to specific RFP sections and paragraphs. Questions must be received no later than 5:00 p.m. Thursday, May 10, 2007. Written responses to an inquiry will be distributed to all known participants at the discretion of the County.

3. Submission of Proposals Proposal packages shall be submitted in sealed envelopes marked

“RFP No. CAO - 2; opening at 3:00 P.M., on Thursday, May 17, 2007”

At

Shasta County Administrative Office Attention: Bebe Palin 1450 Court Street

Suite 308 Redding, CA 96001

Proposal packages must be received prior to 3:00 p.m. on Thursday, May 17, 2007.

The proposals will be opened at 3:00 p.m. on May 17, 2007 in Room 311 located in the Shasta County Administrative Center.

All proposals shall be firm for a period of ninety (90) days following the required date of submission.

C. Term of Engagement

1. Contract

It is the intent of the County to contract for the services presented herein for a term of three (3) years. The County shall reserve the right to extend the term of this contract for two (2) additional and consecutive one-year terms, as mutually agreed upon by both parties. As GASB 43 and 45 only require actuarial valuations every two years, the County may elect not to have a valuation in some years. If the County elects not to have a valuation, there would be no amount paid to the successful actuary for that year. The proposal package shall present all inclusive actuarial fees for each of the three years in the contract term. One copy of proposed fee schedule is to be submitted in a separate sealed envelope marked with the name of the firm and the name of this project and schedule number.

II. NATURE OF SERVICES REQUIRED

A. General

Shasta County is soliciting the services of qualified actuary firms to complete an actuarial study and prepare a report of post employment benefits other than pension. The only post employment benefits other than pensions,

offered by the County, is retiree medical including prescription drug coverage. The same coverage is available to retiree dependents at current group rates. Dental and vision (health) insurance is made available to retirees at current group rates. This study needs to comply with GASB 43 (Financial Reporting for Post Employment Benefit Plans Other Than Pension Plans and GASB 45 (Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions). Currently the County offers health care coverage for its retirees on a pay-as-you-go basis. The County currently has not established a separate trust or plan to pre-fund other post employment benefits (OPEB) referred to in GASB 43 and 45. Therefore, GASB 43 does not currently apply to Shasta County, however, the County reserves the right to establish a trust or plan which would subject the County to GASB 43. The actuarial report shall contain all data, analysis and information necessary for the Shasta County Comprehensive Annual Financial Report relating to post employment benefits other than pensions as required by Generally Accepted Accounting Principles (GAAP).

III. ADMINISTRATIVE GUIDANCE A. General

The information provided herein is intended to assist interested parties in the preparation of proposals necessary to properly respond to this RFP. This RFP is designed to provide interested parties with sufficient information to submit proposals meeting minimum requirements, but is not intended to limit a proposal’s content or exclude any relevant, essential data. Shasta County will not be liable for any costs associated with the preparation or presentation of their proposal.

IV. PROPOSAL SPECIFICATIONS

A. Specifications Shasta County is seeking proposals from actuary firms to complete an actuarial study and report of post employment benefits other than pensions. This study needs to comply with GASB 43 (Financial Reporting for Post Employment Benefit Plans Other Than Pension Plans) and 45 (Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions). The report shall contain all data, analysis and information necessary for the Shasta County Comprehensive Annual Financial Report relating to post employment benefits other than pensions as required by Generally Accepted Accounting Principles (GAAP).

1. Letter of Transmittal - Signed by a member of the firm having the authority to enter into contracts on behalf of the organization. Letter is to acknowledge receipt of each addenda, if any were issued. If unsure as to the status of addenda contact the Administrative Fiscal Chief to verify. Give a brief description of your firm and its organization.

2. Include a list of not less than three client references for whom services

similar to those outlined herein have been provided or are currently being provided. This list shall include the following information:

a. Name of the organization b. Approximate gross cost of contract, annually c. Dates services encompass d. Services being provided e. Name address, and telephone number of the

responsible official of the organization

The County reserves the right to contact these organizations regarding the actuarial services performed by the firm.

3. Project Team - Provide professional biographies/resumes for the

members of the proposed team that would be responsible for the Shasta County’s actuarial study and report. Designate the Project Manager and include direct phone number and email address.

4. Detail the specific data your firm would require in order to complete

the actuarial study and in what format the data needs to be transmitted.

5. Understanding of Scope of Work - Include information that explains

your firm’s ability to perform these services, emphasizing experience with GASB 43 & 45. Describe your firm’s experience working with health plans sponsored by government employers. Does your firm have any unique qualifications or expertise regarding governmental benefit plans? If so, please describe these qualifications and comment on how they would benefit the County.

6. The data from Shasta County would be as of June 30, each year.

Estimate the length of time needed to complete the study and submit a report once your firm has received all the required data from the Shasta County.

7. Describe the process you use to develop the valuation assumptions.

What role does the employer play in this process?

8. Shasta County is enrolled in the California Public Employees Retirement System (CalPERS) Group Health Program and is on a

schedule to pay the same health insurance contribution to retirees as it pays to current employees. Describe how you would handle the implicit rate subsidy given to the retired employees in your actuarial evaluation.

9. Do you include all necessary disclosures in your valuation report?

What additional information do you include? 10. Does your valuation include results under more than one actuarial

funding method? If so, describe how the results are presented.

11. Will you meet with the County to review the valuation results? If so, is this included in your fee proposal?

12. What capabilities does your firm have to help the County identify

alternatives for managing the expense under GASB 45 through changes to the retiree plan? For example, can you provide a matrix of plan design, eligibility, and contribution alternatives with the associated impact on expenses and liabilities under GASB 45? How would you charge for this type of analysis? Describe your firm’s experience with advising employers on funding alternatives for retiree health plans.

13. Are there other related services you could provide to the County? If

so, what would they be, and at what cost (hourly rate or fixed fee)?

V. DESCRIPTION OF THE GOVERNMENT A. General Background Information

Shasta County is a General Law County and is a legal subdivision under the laws of the State of California. The governing body of the County is a five-member Board of Supervisors. The Board of Supervisors is responsible for the legislative and executive activities of the County. A County Administrative Officer is appointed by and reports to the Board of Supervisors. This individual is responsible for implementing the policies of the Board of Supervisors and for overseeing the daily operations of the County.

Shasta County is a full-service County. This includes public safety, health and human services, highways and streets, public improvements, planning and zoning, and general administrative services.

Number of County Employees Full-Time filled 1658

Full-Time vacant 230 Part-Time filled 43

County Population (estimate) 180,000

B. General Information about Health Care Cost

Shasta County has a pay-as-you-go insurance program for employee and retiree health benefits. Employee health insurance is administered through California Public Employees Retirement System (CalPERS).

The County pays the “Employee Only” group medical insurance program cost for each retiree who goes directly from active status to retirement and continues the group medical insurance without a break in coverage. Payments by the County will be discontinued upon the death of the retiree or upon termination of group medical insurance coverage. Following the death of a retiree, a surviving spouse may continue the insurance. Retiree may also elect dental and vision insurance coverage as a package provided the retiree also maintains the medical insurance. Retiree’s dependent coverage is made available at the current group rates. Managers and line-staff are offered the same medical insurance benefits. The County currently contributes 75 percent of the “Employee Only” premium for retirees in the non-Deputy Sheriff (DSA) bargaining units, and 85 percent of the premium for DSA retirees. By increasing our contribution by 5 percent per year, we are on track to increase the County contribution to 100 percent for all bargaining units in CalPERS group health. At age 65 medical benefits are converted to Medicare.

C. Information Specific to Health Care (As of June 30, 2006 unless otherwise

noted)

Active Employees and Dependents Covered Single employees covered: - 874 Employees with second dependent coverage: - 322 Employees with family coverage: - 526 Total active employees covered: - 1,722 Dependents of active employees covered: - 1,943 Total active members: - 1744 Total Other (Teamsters):1 - 98

Retirees and Dependents Covered

Single retirees covered: - 319 Retirees with second dependent coverage: - 252 Retirees with family coverage: - 63 Total retirees covered: - 634

1 Teamsters are not in CalPERS Group Health Insurance Plan.

Dependents of retired employees covered: - 423 Total retirees and dependents covered: - 1057 Total medical claims paid for retirees and dependents: Not Available from PERS Premiums paid by retirees for their coverage: $84,211 per month (10/06)

PERS does not provide employers with information on the dollar value of paid medical or prescription benefits. The County does receive information from Vision Service Plan for vision claims paid. The following amount was paid for vision claims, for the period January 2006 through December 31, 2006: Claims paid for Active Employees and Dependents – $258,333 Claims paid for Retirees and Dependents - $44,466 Claims paid for COBRA - $1,300

D. Data Extract

The County has obtained a data-extract from PERS as of October 2006. The extract will be made available to the successful bidder. If necessary, a more timely abstract will be available at the outset of the project.

VI. TIME REQUIREMENTS

The actuarial report will be due by September 4, 2007 for the first year and no later than 105 days after the County’s fiscal year end in subsequent years. The dates may be changed upon mutual agreement.

VII. PROPOSAL REQUIREMENTS

A. The proposal shall address all items in Sections II and IV above. B. Actuarial Fees

The proposal package shall present all-inclusive actuarial fees as outlined in Section I Item C. One copy of proposed fee schedule is to be submitted in a separate sealed envelope marked with the name of the firm and the name of this project and schedule number.

VIII. EVALUATION OF PROPOSALS

Proposals will be evaluated by Shasta County staff and a recommendation made to the County Board of Supervisors. The County Board of Supervisors shall make the final decision on the selected firm. The following criteria will be used to determine which proposal best meets the needs of the County:

1. Overall responsiveness of proposal. (5 points) 2. Responses to items IV. A 1-4. (10 points each) 3. Responses to items IV A 5-13. (5 points each)

4. Complete Cost of Service - Cost, although a significant factor, is not the dominate factor. If all other evaluation criteria are relatively equal, cost could be the determining factor. (20 points)

IX. ATTACHMENTS

A. Shasta County Professional Services Agreement

Note: By submitting a proposal to Shasta County you agree to negotiate the final contract using the County’s Contract document. Pay attention to the contractual insurance requirements that are indicated in the document.

COUNTY OF SHASTA REQUEST FOR PROPOSALS

GENERAL CONDITIONS 1. Public Information All submitted proposals and information included therein or attached thereto shall

become public record upon their delivery to the County. 2. RFP Addenda Shasta County reserves the right to amend, alter, or revoke this RFP in any manner

at any time. At the County’s sole discretion, modifications, clarifications, or additions will be distributed as an addendum to all known proposers.

3. Proposal Preparation Costs All costs incurred in the preparation and presentation of this proposal shall be wholly

absorbed by the vendor. 4. Withdrawal of Proposal Any proposer may withdraw their proposal, either personally or by written request at

any time prior to the scheduled closing time for the receipt of proposals. Such requests are to be directed to the Administrative Fiscal Chief.

5. Selection Procedures Proposals submitted will be subject to the County’s selection procedures for

technical and/or professional consultants. Accordingly, final selection will be based upon overall capability to perform services and not exclusively upon cost of services.

6. Right to Reject Proposals The County reserves the right to reject any and all proposals, to waive any non-

material irregularities or information in any proposal, and to accept or reject any combination of items.

The selected firm shall execute an agreement with the County within thirty (30) days

after notification of selection, unless the time for execution has been extended for good cause at the sole discretion of the County. Failure of the selected firm to meet contract submission requirements (e.g. insurance) or failure to timely execute an agreement with the County may result, in the sole discretion of the County, a decision to select from the remaining proposers or to call for new proposals.

PROFESSIONAL SERVICES AGREEMENT BETWEEN COUNTY OF SHASTA AND

[KEYBOARD <1>] This agreement is entered into between County of Shasta, a political subdivision of the State of California [KEYBOARD <2>] (“County”) and [KEYBOARD <3>] (“Consultant”) for the purpose of [KEYBOARD <4>]. 1. RESPONSIBILITIES OF CONSULTANT. [KEYBOARD <6>]

B. As required by Government Code section 7550, each document or report prepared by Consultant for or under the direction of County pursuant to this agreement shall contain the numbers and dollar amount of the agreement and all subcontracts under the agreement relating to the preparation of the document or written report. If multiple documents or written reports are the subject of the agreement or subcontracts, the disclosure section may also contain a statement indicating that the total contract amount represents compensation for multiple documents or written reports. Consultant shall label the bottom of the last page of the document or report as follows: department name, agreement number, and dollar amount. If more than one document or report is produced under this agreement, Consultant shall add: “This [document or report] is one of [number] produced under this agreement.”

2. RESPONSIBILITIES OF COUNTY.

County shall compensate Consultant as set forth in section [3] of this agreement [KEYBOARD <7>] and shall monitor Consultant’s performance.

3. COMPENSATION.

Consultant shall be paid [KEYBOARD <8>] for the services described in this agreement.

4. BILLING AND PAYMENT.

Consultant shall submit to [KEYBOARD <9>] within five days after completion of the services described in section 1, an itemized statement or invoice of services rendered. [KEYBOARD <10>] County shall make payment within 30 days of receipt of Consultant’s correct and approved statement.

5. TERM OF AGREEMENT.

This agreement shall commence on the date of signing and shall terminate [KEYBOARD <11>].

[If the contract term is longer than one year, delete the above sentence and

substitute:]

[ “The initial term of this agreement shall be for one year [or specify shorter period] beginning [date or “the date this agreement is signed by both parties”] and ending [date]. The term may be extended by County for one [or two] additional one-year term [terms] [[or] shall be automatically renewed for one [or two] additional 1-year term [terms] at the end of the initial term], under the same terms and conditions [if compensation increases after the first year, insert here, “except as provided in section 3,”] unless either party gives 30 days written notice not to renew. Notwithstanding the foregoing, County shall not be obligated for payments hereunder for any future fiscal year unless or until County’s Board of Supervisors appropriates funds for this agreement in County’s budget for that fiscal year. In the event that funds are not appropriated for this agreement, then this agreement shall terminate as of June 30 of the last fiscal year. County shall notify consultant in writing of such non-appropriation at the earliest possible date.”] or [“The base term of this agreement shall be [period], beginning [date] and ending [date], provided that County may exercise one [or two] one-year option[s] to renew after the base term, under the same terms and conditions [describe exceptions] by notifying consultant of such exercise, in writing, before the end of the term.”]

6. TERMINATION OF AGREEMENT.

A. If Consultant materially fails to perform [KEYBOARD <12>] duties to the satisfaction of County, or if Consultant fails to fulfill in a timely and professional manner obligations under this agreement, or if Consultant violates any of the terms or provisions of this agreement, then County shall have the right to terminate this agreement for cause effective immediately upon the County giving written notice thereof to Consultant. If termination for cause is given by County to Consultant and it is later determined that Consultant was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to paragraph B of this section.

B. County may terminate this agreement without cause on 30 days’ written

notice to Consultant. County shall pay consultant for all work satisfactorily completed as of the date of notice.

C. County may terminate this agreement immediately upon oral notice should

funding cease or be materially decreased during the term of this agreement. D. County’s right to terminate this agreement may be exercised by

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

F. If this agreement is terminated under paragraph A above, Consultant shall

only be paid for services completed and provided prior to notice of termination. In the event of termination under paragraph B or C above, Consultant shall be paid an amount which bears the same ratio to the total compensation authorized by the agreement as the services actually performed bear to the total services of Consultant covered by this agreement, less payments of compensation previously made. In no event, however, shall County pay Consultant an amount which exceeds a pro rata portion of the agreement total based on the portion of the agreement term that has elapsed on the effective date of the termination.

7. ENTIRE AGREEMENT; AMENDMENTS.

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

B. No changes, amendments or alterations shall be effective unless in writing

and signed by both parties. However, minor amendments which do not result in a substantial or functional change to the original intent of the agreement and do not cause an increase to the maximum amount payable under this agreement may be agreed to in writing between Consultant and

8. NONASSIGNMENT OF AGREEMENT; NON-WAIVER.

Inasmuch as this agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate or sublet any interest herein without the prior written consent of County. The waiver by County of any breach of any requirement of this agreement shall not be deemed to be a waiver of any other breach.

9. EMPLOYMENT STATUS OF CONSULTANT.

[If Consultant is determined pursuant to section 5.5 of Policy 6-101 to be an independent contractor, insert the following:]

Consultant shall, during the entire term of this agreement, be construed to be an independent contractor and nothing in this agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow County to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this agreement; provided, however, that the services to be provided by Consultant shall be provided in a manner consistent with the professional standards applicable to such services. The sole interest of County is to insure that services shall be rendered and performed in a competent, efficient and satisfactory manner. Consultant shall be fully responsible for payment of all taxes due to the State of

California or the federal government which would be withheld from compensation if Consultant were a County employee. County shall not be liable for deductions for any amount for any purpose from Consultant’s compensation. Consultant shall not be eligible for coverage under County’s workers’ compensation insurance plan nor shall Consultant be eligible for any other County benefit. Consultant must issue W-2 and 941 Forms for income and employment tax purposes, for all of Consultant’s assigned personnel under the terms and conditions of this Agreement.

[If Consultant does not qualify as an independent contractor for tax purposes per section 5.5, use the following instead of the foregoing:]

Consultant shall, during the entire term of this agreement, be construed to be an independent contractor and nothing in this agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow County to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this agreement; provided, however, that the services to be provided by Consultant shall be provided in a manner consistent with the professional standards applicable to such services. The sole interest of County is to insure that services shall be rendered and performed in a competent, efficient and satisfactory manner. Consultant shall not be eligible for coverage under County’s workers’ compensation insurance plan nor shall Consultant be eligible for any other County benefit. Notwithstanding Consultant’s status as an independent contractor, County shall withhold from payments made to Consultant such sums as are required to be withheld from employees by the Federal Internal Revenue Code; the Federal Insurance Compensation Act; the State Personal Income Tax Law and the State Unemployment Insurance Code; provided, however, that said withholding is for the purpose of avoiding County’s liability under said laws and does not abrogate Consultant’s status as an independent contractor as described in this Agreement.

[If Consultant is an out-of-state independent contractor, add:]

County shall withhold seven percent (7%) of all income paid to Consultant under this Agreement for payment and reporting to the California Franchise Tax Board because Consultant does not qualify as (1) a corporation with its principal place of business in California; (2) a partnership with a permanent place of business in California; (3) a corporation qualified to do business in California by the Secretary of State, or (4) an individual with a permanent residence in the State of California.

10. INDEMNIFICATION.

Consultant shall defend, hold harmless and indemnify Shasta County, its elected officials, officers, employees, agents and volunteers against all claims, suits, actions, costs, expenses (including but not limited to reasonable attorney’s fees of County Counsel and counsel retained by County, expert fees, litigation costs, and investigation costs), damages, judgments or decrees by reason of any person’s or persons’ injury, including death, or property (including property of County) being damaged by the negligent acts, willful acts, or errors or omissions of the Consultant

or any of Consultant’s subcontractors, any person employed under Consultant, or under any subcontractor, or in any capacity during the progress of the work, except when the injury or loss is caused by the sole negligence or intentional wrongdoing of County. Consultant shall also defend and indemnify County for any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board and/or any other taxing or regulatory agency and shall defend, indemnify and hold harmless County with respect to Consultant’s “independent contractor” status that would establish a liability on County for failure to make social security deductions or contributions or income tax withholding payments, or any other legally mandated payment.

For professional services provided under this agreement, Contractor [or Consultant] shall indemnify, defend, and hold harmless County, its elected officials, officers, employees, agents, and volunteers from and against any and all claims, demands, actions, losses, liabilities, damage, and costs, including reasonable attorneys’ fees, arising out of or resulting from the negligent performance of the professional services provided under this agreement.

11. INSURANCE COVERAGE.

A. Consultant and any subcontractor shall obtain, from an insurance carrier authorized to transact business in the State of California, and maintain continuously during the term of this agreement Commercial General Liability Insurance, including coverage for owned and non-owned automobiles, and other insurance necessary to protect the County and the public with limits of liability of not less than $1 million combined single limit bodily injury and property damage; such insurance shall be primary as to any other insurance maintained by the County.

B. Consultant and any subcontractor shall obtain and maintain continuously

required Workers’ Compensation and Employer’s Liability Insurance to cover Consultant, subcontractor, Consultant’s partner(s), subcontractor’s partner(s), Consultant’s employees, and subcontractor(s) employees with an insurance carrier authorized to transact business in the State of California covering the full liability for compensation for injury to those employed by Consultant or subcontractor. Consultant hereby certifies that Consultant is aware of the provisions of section 3700 of the Labor Code which requires every employer to insure against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and Consultant will comply with such provisions before commencing the performance of the work of this agreement.

C. Consultant shall obtain and maintain continuously a policy of Errors and

Omissions coverage with limits of liability of not less than $1 million.

D. Consultant shall require subcontractors to furnish satisfactory proof to County that liability and workers’ compensation and other required types of insurance have been obtained and are maintained similar to that required of Consultant

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

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

(2) If any insurance coverage required hereunder is provided on a “claims

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

(3) All insurance (except workers’ compensation and professional liability)

shall include an endorsement or an amendment to the policy of insurance which names Shasta County, its elected officials, officers, employees, agents and volunteers as an additional insured and provides that coverage shall not be reduced or canceled without 30 days written prior notice certain to the County. The Additional Insured coverage shall be equal to Insurance Service Office endorsement CG 20 10 for on-going operations and CG 20 37 for completed operations.

(4) Each insurance policy (except for workers’ compensation and

professional liability policies), or endorsement thereto, shall contain a “separation of insureds” clause which shall read:

“Separation of Insureds.

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

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

and

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

(5) Consultant shall provide the County with an endorsement or

amendment to Consultant’s policy of insurance as evidence of

insurance protection before the effective date of this agreement.

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

(7) If the endorsement or amendment does not reflect the limits of liability

provided by the policy of insurance, Consultant shall provide County a certificate of insurance reflecting those limits.

12. NOTICE OF CLAIM/APPLICABLE LAW/VENUE.

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

B. Any dispute between the parties, and the interpretation of this agreement,

shall be governed by the laws of the State of California. Any litigation shall be venued in Shasta County.

13. COMPLIANCE WITH LAWS; NON-DISCRIMINATION.

A. Consultant will observe and comply with all applicable federal, state and local laws, ordinances and codes which relate to the services to be provided pursuant to this agreement.

B. Consultant will not discriminate in employment practices or in the delivery of

services on the basis of race, color, creed, national origin, sex, age, marital status, sexual orientation, medical condition (including cancer, HIV and AIDS) physical or mental disability or use of family care leave.

C. Consultant represents that Consultant is in compliance with and agrees that Consultant will continue to comply with the Americans with Disabilities Act of

1990 (42 U.S.C. section 12101, et seq.), the Fair Employment and Housing Act (Govern-ment Code sections 12900, et seq.), and regulations and guidelines issued pursuant thereto.

14. ACCESS TO RECORDS/RETENTION.

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

15. CONSULTANT’S COMPLANCE WITH CHILD, FAMILY AND SPOUSAL

SUPPORT REPORTING OBLIGATIONS.

Consultant’s failure to comply with state and federal child, family and spousal support reporting requirements regarding Consultant’s employees or failure to implement lawfully served wage and earnings assignment orders or notices of assignment relating to child, family and spousal support obligations shall constitute a default under this Agreement. Consultant’s failure to cure such default within 90 days of notice by County shall be grounds for termination of this agreement.

16. LICENSES AND PERMITS.

Consultant shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Shasta and all other appropriate governmental agencies, including any certification and credentials required by County. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this agreement and constitutes grounds for the termination of this Agreement by County.

17. PERFORMANCE STANDARDS.

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

18. CONFLICTS OF INTEREST.

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

19. NOTICES.

A. Any notice required to be given pursuant to the terms and provisions of this agreement shall be in writing and shall be sent first-class mail to the following addresses:

If to County: [KEYBOARD <17>] If to Consultant: [KEYBOARD <18>] B. Notice shall be deemed to be effective two days after mailing. 20. CONFIDENTIALITY.

During the term of this agreement, both parties may have access to information that is confidential or proprietary in nature. Both parties agree to preserve the confidentiality of and to not disclose any such information to any third party without the express written consent of the other party or as required by law. This provision shall survive the termination, expiration, or cancellation of the agreement.

21. SCOPE AND OWNERSHIP OF WORK.

All research data, reports, and every other work product of any kind or character arising from or relating to this agreement shall become the property of the County and be delivered to the County upon completion of its authorized use pursuant to the agreement. County may use such work products for any purpose whatsoever. All works produced under this agreement shall be deemed works produced by a contractor for hire, and all copyright with respect thereto shall vest in the County without payment of royalty or any other additional compensation. Notwithstanding anything to the contrary contained in this agreement, Consultant shall retain all of its rights in its own proprietary information, including, without limitation, its methodologies and methods of analysis, ideas, concepts, expressions, know how, methods, techniques, skills, knowledge and experience possessed by the Consultant prior to, or acquired by the Consultant during the performance of this agreement and the Consultant shall not be restricted in any way with respect thereto.

22. USE OF COUNTY PROPERTY.

Consultant shall not use County premises, property (including equipment, instruments and supplies), or personnel for any purpose other than in the performance of Consultant’s obligations under this agreement.

23. SEVERABILITY.

If any portion of this agreement or application thereof to any person or circumstance is declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal or state statute or regulation or County ordinance, the remaining provisions of this agreement, or the application thereof, shall not be invalidated thereby and shall remain in full force and effect to the extent that the

provisions of this agreement are severable. IN WITNESS WHEREOF, County and Consultant have executed this agreement on the day and year set forth below. COUNTY OF SHASTA Date: __________________ ________________________________ [KEYBOARD <20>] ATTEST LAWRENCE G. LEES Clerk of the Board of Supervisors By:_____________________________ Deputy CONSULTANT By: [KEYBOARD <21>]_____________ Tax I.D.#: [KEYBOARD <22>] Approved as to form: RISK MANAGEMENT APPROVAL KAREN KEATING JAHR County Counsel By: ______________________________ ________________________________ By: