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cogrTY~ MEMORANDUM ~ Placer· DEPARTMENT oF pusuc woRKs ,,------------ ENVIRONMENTAL ENGINEERING DIVISION

County of Placer

TO: Board of Supervisors DATE: April 9, 2019

FROM: Ken Grehm, Director of Public Works By: Robin Mahoney, P.E. , Senior Civil Engineer

SUBJECT: Environmental Engineering I Award Design Contract I Auburn Ravine Force Main Replacement Project

ACTIONS REQUESTED Authorize the Purchasing Manager, or designee, to award a contract under the existing Master Services Agreement (MA001016) with Water Systems Consulting, Inc. of San Luis Obispo, CA to perform Engineering Design Services for the Auburn Ravine Force Main Replacement Project in the amount of $224,324 and to execute contract and change orders up to 1 O percent ($22,432) of the contract amount. Project funding comes from sewer user fees.

BACKGROUND The Auburn Ravine Force Main (ARFM) consists of 6,300 linear feet (LF) of 12-inch diameter pipe constructed in 1959, located in Sewer Maintenance District 1 (SMD 1) in North Auburn. The pipeline conveys wastewater from the Auburn Ravine Lift Station (ARLS) to a gravity manhole on the Highway 49 trunk sewer. The uppermost 725 LF portion of the ARFM along Highway 49 was replaced in 1986. Structural deficiencies were identified in the remaining 5,575 LF of the ARFM while making repairs to a broken segment of pipe in Auburn Ravine Road. Since then, staff have operated the ARLS at reduced flows and pressures to minim.ize the potential for future breaks in the pipeline. Th.e Auburn Ravine Force Main Project (Project) is required to avoid future failures and to allow the ARLS to pump at its intended design capacity.

On October 26, 2016, your Board approved a list of qualified firms, as a result of competitive Request for Qualifications No. 10562, to provide wastewater, water/recycled water, and landfill systems consulting services. The Department of Public Works requires a qualified firm to assist with the Project. Staff solicited proposals from all six firms on this qualified list to perform an alternatives analysis and prepare a preliminary design report (PDR) and Water Systems Consulting, Inc. (WSC) was selected as the most qualified firm to perform these services. Based on the results of the alternatives analysis, WSC prepared a PDR for removal and replacement of the ARFM.

lri order to proceed, staff solicited a proposal from WSC to prepare the final design and bidding documents. WSC submitted a proposal with a price schedule for these services in accordance with Procurement guidelines. The Department of Public Works recommends contracting with WSC to complete the engineering design work for the amount of $224,324. The Project is currently scheduled to bid for construction in winter 2019/20 and construction in summer/fall 2020.

ENVIRONMENTAL IMPACT The proposed design work does not constitute a "Project" under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines sections 15378(a) and (b)(5) because it is an administrative action that does not result in any direct or physical change in the environment and is, therefore, exempt from environmental review. Environmental review for the construction will be performed concurrent with the design and will be brought back to your Board for approval prior to advertising for bids.

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FISCAL IMPACT The contract amount for Consultant Services is $224,324 with a contingency of $22,432. Sufficient project funding is reflected in the Department of Public Works FY 2018-19 Final Budget, Auburn Ravine Force Main Replacement Project, PJ00173.

ATTACHMENTS Location Map Project Scope and Budget of Consultant Contract Master Services Agreement No. MA001016

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Location Map

Subject Location

Vicinity Map

Auburn Ravine Force Main

Auburn Ravine Lift Station (LS)

{~J __ '<_.·~--

l±r

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SCOPE OF WORK Based on the concern of the pipeline integrity, the County is looking to design and construct this pipeline

by November of 2020. In order to meet this tight time line, detailed design of the force main must

commence as soon as possible. To address these needs, WSC proposes the following scope of work:

TASK 1.0 SUBSURFACE UTILITY EXPLORATION 1.1 Utility Potholing

WSC's subsurface utility exploration subconsultant, Badger Daylighting, will provide utility potholing

services prior to construction to verify locations of the existing sewer force main, Placer County Water

Agency water main, and PG&E gas main. The utility potholing will include the following:

»- Prepare a potholing plan for review and comment by the County prior to commencing

permitting or field activities.

»- Obtain an encroachment permit from the City of Auburn for potholing within the public right-of­

way.

»- Mark out boundaries, notify USA North 811, and coordinate with utilities.

»- Provide traffic control within the public right-of-way during potholing activities.

»- Hydrovac excavation will be used to expose existing utilities to min imize the risk of damage.

»- Record the depth to the utility, asphalt thickness, diameter and pipe material, and location of

centerline of pipe relative to visible surface features.

»- Backfill potholes with Class II aggregate base in roadway and native material in dirt.

»- Repair asphalt with clean cuts to existing pavement, and patch asphalt with a well compacted

cold-mix AC pavement to match existing grade.

1.0 Assumptions

»- For fee development, 10 potholes to an average depth of 8 feet were assumed.

j;,> County will pay all fees associated with City of Auburn encroachment permit.

TASK2.0 GEOTECH'lIC Al l '"ESTIGA TIOi\1 Blackburn Consulting (Blackburn) will provide professional geotechnical engineering services to evaluate

the soils along the ARFM alignment.

2.1 Geotechnical Investigation

»- Blackburn will review available geotechnical data for the project area, along with alignment

plans, and visible site conditions.

»- Blackburn will mark boring locations in the field and notify Underground Service Alert for utility

clearance prior to subsurface investigations.

»- Blackburn will perform 7 exploratory borings at a maximum depth of 10 feet or to refusal-on­

rock.

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}> At each of the two proposed trench less crossings (at the two box culverts along Auburn Ravine

Road), Blackburn will drill one boring to approximately 25 feet and one boring to approximate ly

15 feet below ground surface using auger and diamond core methods.

}> Borings will be logged and samples will be collected of bulk, drive, and rock cores representative

of subsurface materials.

}> Borings will be backfilled with grout, with the surface paved with cold-mix asphalt concrete to

match the existing road grade at the cleanly cut core through the existing pavement

);;, Boring logs will be shared with the WSC team to facilitate development of trench less methods

analysis as described in Task 3.1

);;, Laboratory testing will be performed on samples to include the following:

(1) Moisture content and dry density for soil classification, comparison and earth pressure

estimates

(2) Sieve analysis and plasticity index for soil classification and comparison

(3) Corrosivity to estimate soil corrosion characteristics

(4) Direct shear and/or unconsolidated, undrained triaxial compression tests to estimate

soil shear strength parameters

(5) Unconfined compression test on rock cores to determine rock strength

(6) R-value for pavement sect ion design

(7) Naturally occurring asbestos (NOA) tests to determine presence of NOA

);;, Blackburn will analyze the boring logs and laboratory tests to eva luate and make

recommendations for use during the detailed design and development of construction

documents.

);;, Blackburn will prepare a project geotechnical report based on the subsurface exploratory

borings, laboratory evaluations and analysis preformed. The Geotechnical Report shall consist of

the following:

(1) Project and site description

(2) Description of the field procedures used in the investigation

(3) General descriptions of sit e geology and subsurface conditions

(4) Depth to groundwater, if encountered, and its impact on the proposed project

(SJ Discussion of the laboratory testing procedures and results

(6) Conclusions and recommendations regarding:

(a) Pipe loading parameters

(b) Lateral earth pressures

(c) Pipe installation and backfi ll

(d) Trench excavatability

(e) Pipe support

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(f) Groundwater presence and control

(g) General soil corrosion potential

(h) Trenchless installation

(i) Replacement and new asphalt pavement sections

U) Potential construction difficulties due to subsurface conditions

(7) Risk management and limitations

(8) Vicinity maps and geologic maps

(9) Site plans showing approximate boring locations

(lO)Boring logs and laboratory test results

2.0 Assumptions

);;:,, City of Auburn will not require hot mix asphalt for patching pavement at borehole locations.

);;:,, County will pay all fees associated with City of Auburn encroachment permit and County

environmental health permits.

TASK 3 0 CO~STRUCTION DOCUl\1E1\JTS WSC will prepare construction documents, includ ing plans, specifications, and Engineer' s opinion of

probable construction cost.

3.1 Trenchless Methods Analysis

);;:,, Staheli Trench less will review preliminary boring logs and laboratory results provided by

Blackburn Consulting.

);;:,, Staheli Trench less will determine feasible trench less methods for two creek crossings that will

meet project criteria.

);;:,, Staheli will summarize feasible trench less methods and a risk comparison in a brief technical

memorandum to be provided to the County for review.

);;:,, WSC and Staheli will participate in a review meeting with County staff to discuss

recommendations and confirm a preferred construction method at the two creek crossings.

3.2 Force Main Plans

);;:,, Plans will be prepared at 1":20' scale including profile. Plan set will be on 22" x 34" paper, and

the presentation and layout will consider the functionality of half-size (11" x 17" ) plans.

);;:,, WSC will prepare a plan set that will include:

(1) New force main alignment within approximately 5,600 feet of public right of way on

Auburn Ravine and Marguerite M ine Roads.

(2) Removal or abandonment in place for existing asbestos cement force main.

(3) Relocations of 270 feet of existing water and 580 feet of low-pressure natural gas mains

to provide sufficient separat ion from the new force main.

(4) Connections to the existing force main and Auburn Ravine Lift Station.

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(5) Locations and details for isolation valves, combination air release valves, blow off valves

or other relevant appurtenances.

3.3 Specifications

~ WSC will prepare Technical Specifications for the project using the Construction Specifications

Institute (CSI} 50 Division format.

3.4 Opinion of Probable Construction Cost

~ Prepare and submit an opinion of probable construction cost with the Draft, Draft Final and Final

Design submittals. Accuracy of the cost opinion will vary with submittal as indicated in the

following tasks.

3.5 Draft Design Submittal

~ Perform internal QA/QC review of design documents prior to submittal.

~ Submit a 60% Draft Design Submittal consisting of preliminary specifications, draft plans and an

opinion of probable construction cost for County review. The opinion of cost will be equivalent

to AACE Class 2 (-5% to +20%).

~ Attend a 60% design review meeting with County staff to review the design deliverables.

~ It is anticipated that the County will review the submittal within the time frame shown in the

schedule and WSC will receive consolidated set of comments. Design drawings and

specifications will be revised according to the comments received.

3.6 Final Draft Design Submittal

~ Perform internal QA/QC review of design documents prior to submitta l.

~ Submit a 90% Draft Design Submittal consisting of draft specifications, draft plans and an

opinion of probable construction cost for County review. The opinion of cost will be equivalent

to AACE Class 2 (-5% to +20%).

~ Attend a 90% design review meeting with County staff to review the design deliverables.

~ It is anticipated that the County will review the submittal within the time frame shown in the

schedule and WSC will receive consolidated set of comments. Design drawings and

specifications will be revised according to the comments received .

3.7 Final Design Submittal

~ Submit a 100% Final Design Submittal consisting of stamped and signed specifications, plans and

an opinion of probable construction cost for County review. The opinion of cost will be

equivalent to AACE Class 1 (-5% to +10%).

3.8 Permitting Support

~ Provide engineering support of permit applications for the following potential permits:

(1) Clean Water Act Section 401/404

(2) Department of Fish and Wildlife Lake and Streambed Alteration Agreement

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700

(3) City of Auburn Encroachment Permit

(4) Caltrans Encroachment Permit

(S) Obtain Department of Drinking Water Separation Variance

~ Due to the unknown aspect of the task, an allocation of 8 hours of Project Management and 40

hours of Staff Engineering time have been provided to be used upon approval from the County

PM to support permitting activities.

3.0 Construction Documents Assumptions

};> Approximately fourteen (14) drawings are anticipated for the plans.

};> Approximately twenty-three (23) specification sections will be provided.

~ County will provide front-end documents and Division 00 specifications that cover bidding

procedures and requirements, general conditions of the contract, and supplemental conditions

of the contract.

};> All design deliverables will be provided to County electronically (pdf) . Bid set drawings will also

be provided in AutoCAD format.

~ Design review meetings will be attended by WSC project manager, project engineer, and County

staff and will be located at County offices.

~ Design review meetings will be held one week after each draft design deliverable to solicit

feedback, comments, and questions from a core team representing the County and will be no

longer than 2-hours in duration.

};> County PM will coordinate scheduling among County staff and resources.

};> County will advertise project for bidding and provide contract documents for bidder purchase.

~ County will obtain all relevant permits including payment of any application or final permit fees.

~ A transient surge analysis will not be conducted for the force main.

~ Support, attendance, and presentation at public outreach meetings will not be required.

~ Traffic control design will not be required as part of the design to obtain an Encroachment

Permit from the City of Auburn or Caltrans.

};> The County will not acquire any properties in advance of Construction to facilitate Contractor

staging or storage along the project alignment.

~ Permit applications for Clean Water Act Section 401/404 and Department of Fish and Wildlife

Lake and Streambed Alteration Agreement will be prepared by the County's environmental

consultant.

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TASK4.0 BID PHASE SERVICES 4.1 Pre-Bid Meeting

);:> WSC will schedule and conduct a pre-bid conference and site visit. WSC will make note of design

related questions posed during the conference and discuss response approach with County.

4.2 Addenda Preparation

~ Respond to bidder inquiries as appropriate, prepare addenda as required and issue to plan

holders.

4.0 Bid Phase Assumptions

);:> A total of one addendum will be required to address bidder inquiries during the bid phase and

will require up to 8 hours of staff engineer time.

~ The addendum will be provided to the County electronically, and the County will distribute to all

bidders.

~ County Project Manager will serve as the primary contact during bidding and will collect and

distribute bidder questions to WSC as necessary.

);:> The scope and fee for engineering services during construction will be determined following the

completion of bid services, when the scope of services can be more accurately defined.

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Fee Estimate

County of Plact:r Auburn R.ivine Force Main Final Design

CO<tPr-1 3~/2019

2 2.1

SUBTOTAL

Conswctlon Documents 3.1 Trendlless Methods Analysis

3.2 Force Main Plans 3.3 Specifications 3.4 Opinkln of Probable Construction CO.st

3.5 Draft Design Subm"'31

3.6 F'mal Draft OesJcn Submit;il 3.7 Anal Doslan Submittal

3.8 Permittin SUBTOTAL

llidPorlodSo<Vicn 4.1 Pre,..Bid Meeting 4.2 Add•nda Pr• tion

SUBTOTAL COWMN fOTAlS

16

0

69 129 204

34 60

16

6

co 20 129 266 2U

0

20 136 293 212 13

~wsc WATER SVSTUtS CONSULTING, INC.

37,410

20 37,410

6 950 950 46,919 47,869

' 950 950 46,919 47,869

$ 955 $ 955 25,850 M,IOS C02 $ 63,420 $ 2,500 65,920 65,920 94 $ 17,630 $ 700 18,330 18,330

22 $ 3,950 $ 200 4,150 4,150

25 4,850 $ 200 5,050 $ S,050 21 4,370 $ 200 0,570 s 4,570 17 3,100 $ 100 3,200 $ 3,200 48 8,160 $ 300 ··- $ 1,.460

634 106,435 $ 4,200 110,635 25,850 $ 136,485

$ 610 s 610 $ 610 11 $ 1,850 s 100 1.950 $ 1.950 14 s 2.460 $ 100 2,560 $ 2,560

674 $ 123,055 4,COO 117.455 46.919 34.100 25 $ 224,324

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Administering Agency:

Contract No.

Contract Description:

Placer County Department of Public Works and Facilities

_ MA001016 _________ _

Professional Consulting Services for Wastewater, Water/Recycled Water and Landfill Systems

MASTER SERVICES AGREEMENT

THIS AGREEMENT is made at Auburn, California, as of December 22, 2016, by and between the County of Placer ("County") and Water Systems Consulting, Inc. ("Consultant") who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the services described in Exhibit A and RFQ No. 10562, Professional Consulflng Services for Water, Recycled Water and Wastewater Systems Consulting, Design and Construction Management and Consultant's response to said document. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A.

2. Payment. County shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in the applicable purchase order based on this agreement. The scope of work and specific costs will be expressly identified on the purchase order for each specific project. The payment specified on the purchase order shall be the only payment made to Consultant for services rendered pursuant for the specific engagement. Consultant shall submit all billings for said services to County in the manner specified in RFQ No. 10562.

3. Facilities, Equipment and Other Materials, and Obligations of County. Consultant shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Agreement.

4. Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein.

5. Time for Performance. Time is of the essence. Failure of Consultant to perform any services within the time limits set forth in Exhibit A shall constitute material breach of this contract.

6. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent Contractor and shall not be an employee of the County. County shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement. County shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.

7. Licenses, Permits, Etc. Consultant represents and warrants to County that it has all licenses, permits, qualifications, and approvals of whatsoever nature, which are lega lly required for Consultant to practice its profession. Consultant represents and warrants to County that Consultant shall, at its sole cost and expense, keep in effect or obtain at all

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times during the term of this Agreement, any licenses, permits, and approvals which are lega lly required for Consultant to practice its profession at the time the services are performed.

8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any cause, present or future. which is beyond the reasonable control of the party.

9. Insurance. Consultant shall file with County a Certificate of Insurance, with companies acceptable to County, with a Best's Rating of no less than A-:VII showing.

10. Worker's Compensation and Employers Uabllltv Insurance. Worker's Compensation Insurance shall be provided as required by any applicable law or regulation. Employer's liability insurance shall be provided in amounts not less than one million dollars ($1 ,000.000) each accident for bodily injury by accident, one million dollars ($1.000,000) policy limit for bodily injury by disease, and one million dollars ($1 .000,000) each employee for bodily injury by disease. ·

If there is an exposure of injury to Consultant's employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act. the Jones Act. or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.

Each Worker's Compensation policy shall be endorsed with the following specific language:

Cancellation Notice - "This policy shall not be changed without first giving thirty (30) days prior written notice and ten ( l 0) days prior written notice of cancellation for non­payment of premium to the County of Placer."

Waiver of Subrogation - The workers' compensation policy shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against the County, its officers, directors, officials. employees. agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the Consultant.

Consultant shall require all subcontractors to maintain adequate Workers' Compensation insurance. Certificates of Workers' Compensation shall be filed forthwith with the County upon demand.

11 . General Liability Insurance.

A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of Consultant. providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:

( 1) Contractual liability insuring the obligations assumed by Consultant in this Agreement .

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B. One of the following forms is required:

( l J Comprehensive General Liability; (2) Commercial General Liability (Occurrence); or (3) Commercial General Liability (Claims Made).

C. If Consultant carries a Comprehensive General Liability policy. the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage. and Personal Injury Liability of:

00 n e m illio n do Ila rs ($1,000 ,000) ea c h o cc u rre n c e OTw o million do Ila rs ($2,000 ,000) aggregate

0. If Consultant carries a Commercial General Liability (Occurrence) policy:

( l J The limits of liability shall not be less than:

OOne million dollars ($1000,000) each occurrence (combined single limit for bodily injury and property damage)

00 ne million do 1la rs ($1,000,000) for Products-Completed Operations OTwo million do Ila rs ($2,000,000) Genera I Aggregate

(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately. or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2.000.000).

E. Special Claims Made Policy Form Provisions:

Consultant shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of County, which consent, if given, shall be subject to the following conditions:

( 1) The limits of liability shall not be less than:

DO ne million dollars ($1.000,000) each occurrence (combined single limit for bodily injury and property damage)

OOne million do Ila rs ($1,000,000) a gg re gate for Products Comp le tcd Operations

Qlw o million do Ila rs ($2,000,000) Genera I Aggrega te

(2) The insurance coverage provided by Consultant shall contain language providing coverage up to one (1) year following the completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.

Conformity of Coverages - If more than one policy is used to meet the required coverages. such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability

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policies, if approved by the County as noted above. In no cases shall the types of polices be different.

12. Endorsements. Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:

A. 'The County of Placer, its officers, agents, employees, and volunteers are to be covered as an additional insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement."

B. 'The insurance provided by the Consultant, including any excess liability or umbrella form coverage, is primary coverage to the County of Placer with respect to any insurance or self-insurance programs maintained by the County of Placer and no insurance held or owned by the County of Placer shall be called upon to contribute to a loss."

C. "This policy shall not be changed without first giving thirty {30) days prior written notice and ten { 1 OJ days prior written notice of cancellation for non-payment of premium to the County of Placer."

13. Automobile LlabHlty Insurance. Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1 ,000,000) combined single limit for each occurrence.

Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.

14. Professional Uablllty Insurance (Errors & Omissions}. Professional Liability Insurance for Errors and Omissions coverage in the amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence and two million dollars {$2,000,000) aggregate.

If Consultant sub-contracts in support of Consultants work provided for in the agreement, Professional Liability Insurance for Errors shall be provided by the subcontractor in an amount not less than one million dollars ($1,000.000) in aggregate.

The insurance coverage provided by the consultant shall contain language providing coverage up to one (1) year following completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims made policy.

15. Additional Requirements.

Premium Payments - The insurance companies shall have no recourse against the COUNTY and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.

Policy Deductibles - The Consultant shall be responsible for all deductibles in all of the Consultant's insurance policies. The maximum amount of allowable deductible for insurance coverage required herein shall be $25,000.

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Consultant's Obligations - Consultant's indemnity and other obligations shall not be limited by fhe foregoing insurance requirements and shall survive the expiration of this agreement.

Verification of Coverage - Consultant shall furnish the County with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the County before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Material Breach - Failure of the Consultant to maintain the insurance required by this agreement. or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.

16. Indemnity. The Consultant hereby agrees to protect, defend, indemnify, and hold Placer County free and harmless from any and all losses, claims. liens. demands and causes of action of every kind and character including. but not limited to, the amounts of judgments, penalties, interest. court costs. legal fees, and all other expenses incurred by Placer County arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property {including employees or property of Placer County) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of this contract or agreement to the extent that the above arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct (all whether by act, error and/or omission) of the Consultant. Consultant's obligation shall include the duty to defend Placer County as set forth in California Civil Code Sections 2778 and 2782.8. This provision is not intended to create any cause of action in favor of any third party against Consultant or Placer County or to enlarge in any way the Consultant's liability but is intended solely to provide for indemnification of Placer County from liability for damages or injuries to third persons or property arising from Consultant's perfor_mance pursuant to this contract or agreement.

As used above, the term Placer County means the County o f Placer, its officers, agents, employees, and volunteers.

17. Contractor Not Agent. Except as Counfy may specify in writing Consulfanf shall have no authority. express or implied, to act on behalf of Counfy in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied pursuant to this Agreement to Bind County to any obligation whatsoever.

18. Assignment Prohibited. Consultant may assign its rights and obligations under this Agreement only upon the prior written approval of County, said approval to be in the sole discretion of County.

19. Personnel.

A. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that County, in its sole discretion, a t any time during

708

the term of this Agreement. desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement. including those members of the Project Team as explained below, Consultant shall remove any such person immediately upon receiving notice from County of the desire of County for removal of such person or persons.

B. Notwithstanding the foregoing, if specific persons are designated as the "Project Team" in Exhibit A. Consultant agrees to perform the work under this agreement with those individuals identified. Reassignment or substitution of individuals or sub-consultants named in the Project Team by Consultant without the prior written consent of County shall be grounds for cancellation of the agreement by County, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.

20. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. All products of whatsoever nature which Consultant delivers to County pursuant to this Agreement shall be prepared in a . substantial first class and workmanlike manner and conform to the standards or quality normally observed by a person practicing in Consultant's profession.

21 . Termination.

A. County shall have the right to terminate this Agreement at any time by giving notice in writing of such termination to Consultant. In the event County shall give notice of termination. Consultant shall immediately cease rendering service upon receipt of such written notice, pursuant to this Agreement. In the event County shall terminate this Agreement:

1) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement. The term "writings" shall be construed to mean and include: handwriting, typewriting, printing, Photostatting, photographing, and every other means of recording upon any tangible thing any form of communication or representation, including letters, words, p ictures, sounds, or symbols, or combinations thereof.

2) County shall have full ownership and control of all such writings delivered by Consultant pursuant to this Agreement .

3) County shall pay Consultant the reasonable value of services rendered by Consultant to the date of termination pursuant to this Agreement not to exceed the amount documented by Consultant and approved by County as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the agreement specified in Exhibit B, and further provided, however, County shall not in any manner be liable for lost profits which might have been made by Consultant had Consultant completed the services required by this Agreement. In this regard, Consultant shall furnish to County such financial information as in the judgment of the County is necessary to determine the reasonable value of the services rendered by Consultant.

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The foregoing is cumulative and does not affect any right or remedy. which County may have in law or equity.

B. Consultant may terminate its services under this Agreement upon thirty- (30) working days' advance written notice to the County.

22. Non-Discrimination. Consultant shall not discriminate in its employment practices because of race. religious creed. color. national origin, ancestry, physical handicap, medical condition. marital status. or sex in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et seq.

23. Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this agreement in a form acceptable to County, and County shall have the right to inspect such records at any reasonable time. Notwithstanding any other terms of this agreement, no payments shall be made to Consultant until County is satisfied that work of such value has been rendered pursuant to this agreement. However, County shall not unreasonably withhold payment and, if a dispute exists, the withheld payment shall be proportional only to the item in dispute.

24. Ownership of Information. All professional and technical information developed under this Agreement and all work sheets, reports. and related data shall become the property of County, and Consultant agrees to deliver reproducible copies of such documents to County on completion of the services hereunder. The County agrees to indemnify and hold Consultant harmless from any claim arising out of reuse of the information for other than this project.

25. Waiver. One or more waivers by one party of any major or minor breach or default of any provision, term, condition. or covenant of this Agreement shall not operate as a waiver of any subsequent breach or default by the other party.

26. Conflict of Interest. Consultant certifies that no official or employee of the County, nor any business entity in which an official of the County has an interest. has been employed or retained to solicit or aid in the procuring of this agreement. In addition. Consultant agrees that no such person will be employed in the performance of this agre~ment without immediately notifying the County.

27. Entirety of Agreement. This Agreement contains the entire agreement of County and Consultant with respect to the subject matter hereof. and no other agreement. statement, or promise made by any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.

28. Alteration. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and sighed by all parties, except as expressly provided in Section 15, Termination.

29. Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. Any legal proceedings on this agreement shall be brought under the jurisdiction of the Superior Court of the County of Placer, State of California. Each party waives any Federal court removal and/or original jurisdiction rights it may have.

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30. Notification. Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail. postage prepaid, and addressed to the parties as follows:

· COUNTY OF PLACER: CONSULTANT:

Placer County Administrative Services Water Systems Consulting. Inc. Dept. Attn: Ben Bramer 2964 Richardson Drive Auburn. CA 95603

Phone: 530-889-4257 Email: bbramer@placer.ca .gov

Attn: Scott Duren 2351 Sunset Blvd., Ste 170-946 Rocklin. CA 957 65

Phone: 503-419-6336 Email: sduren@wsc-inc.com

Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed.

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Executed as of the day first above stated:

COUNTY OF PLACER

By:

Printed Namemtle:

Approved As to Form - County Cou sel: .J

By: ) - -+----1':" __L----t--­

~ IW R,

CONSULTANT _________ _

By:~

Nome: J~..., <lz-tn=L

• Title: ~u:p,~- / ~~~'1

By:~

Name: J~« ~06{ * Title: U:, 4'.s,,L,/-,

Date: /'-)~ z_/tt

Date:fin-

Dote: ,,Jfl-1-u,,._ I I

Date: fl //'/)I ~I

•11 Consultant ls a corporation. this agreement must be signed by two corporate officers; one of which m1!J!. be the secretory of the corporation, and the other may be either the President or Vice President, !ml!a on authenticated corporate resolution Is attached delegating authority to a single offfcer to bind the corporation (Colifomlo Corporations Code Sec. 313).

THE FOLLOWING EXHIBITS WILL BE NEGOTIATED. BASED ON RFQ NO. 10562 AND SPECIFIC COUNTY PROJECTS. Exhibits A. Scope of Services B. Payment for Services Rendered C. Facilities. Equipment and Other Obligations of County

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