101 Lucas Valley Road Suite 300 • San Rafael, CA 94903 • 415.472-1734 • Fax 415.499-7715 • www.lgvsd.org

September 9, 2026

To: Interested Parties

Re: Request for Proposals (RFP)

Sanitary Sewer Inflow and Infiltration (I&I) Assessment

John Duckett Basin

Job No. 27420-05

Dear Prospective Consultants:

The Las Gallinas Valley Sanitary District (District) is seeking proposals from qualified firms to perform a wet-weather flow monitoring study and inflow and infiltration (I&I) assessment of approximately 163,000 linear feet of gravity sewer in the John Duckett Basin. The purpose of the study is to locate, quantify, and rank the sources of I&I within the basin so that the District can prioritize rehabilitation spending on the segments that will yield the greatest reduction in wet-weather flow.

If you would like your firm to be considered, an electronic copy of your proposal in PDF format must be emailed to the attention of Jasmine Diaz at jdiaz@lgvsd.org cc: engineering@lgvsd.org with the project name as subject heading no later than 2:00 PM on September 22, 2026. Award of a contract for this RFP is tentatively scheduled for October 1, 2026.

Because the twenty-four (24) month monitoring period must capture the winter wet-weather season from its onset, the District intends to have sensors installed and operating no later than

December 1, 2026. Proposers should confirm in their proposals that they can meet this date.

Please contact Jasmine Diaz via email at jdiaz@lgvsd.org if you have any questions related to the contents and requirements of the RFP. Questions received after the inquiry deadline of September

15, 2026 may not be addressed.

Sincerely, Jasmine Diaz, PE

District Engineer

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LAS GALLINAS VALLEY SANITARY DISTRICT RFP – Sanitary Sewer Inflow and Infiltration Assessment

REQUEST FOR PROPOSALS

SANITARY SEWER INFLOW AND INFILTRATION (I&I) ASSESSMENT

JOHN DUCKETT BASIN

1. BACKGROUND

Las Gallinas Valley Sanitary District (District) is located in Marin County, California between central

San Rafael and Novato. It was established in April 1954 under the Sanitary District Act of 1923 and provides wastewater collection, treatment, and recycling to more than 30,000 customers in the

Santa Venetia, Terra Linda, San Rafael Meadows, Marinwood, Lucas Valley, and other communities of San Rafael. The District’s jurisdiction spans approximately 9.5 square miles from Hamilton Field to the north, San Pablo Bay to the east, central San Rafael to the south, and Marin County Open

Space Reserves to the west.

The District’s collection system includes 34 pump stations, approximately 3,056 structures

(including 2,520 manholes), and 3,108 active gravity sewer mains. The District also operates an advanced secondary wastewater treatment plant and a 300-acre reclamation area adjacent to San

Pablo Bay.

Portions of the collection system experience substantial increases in flow during and following storm events. This wet-weather flow consumes conveyance and treatment capacity, increases pumping and treatment cost, and elevates the risk of sanitary sewer overflows (SSOs). Reducing I&I is an ongoing objective of the District’s Capital Improvement Program. The District’s treatment plant operates under Order No. R2-2020-0022, NPDES Permit CA0037851 issued by the Regional

Water Quality Control Board. Reduction of I&I will support compliance with permit conditions.

The John Duckett Basin has been selected for the first assessment under this program. The basin consists of approximately 163,000 linear feet of gravity sewer tributary to the John Duckett Pump

Station. Pipe lengths are taken from the District’s GIS and are approximate; proposers are responsible for verifying quantities.

2. OBJECTIVE

The District is requesting proposals from qualified firms (Consultants) to design and execute a wet-weather monitoring program capable of isolating, quantifying, and ranking sources of inflow and infiltration within the study basin.

The main objectives of this Request for Proposals (RFP) are as follows:

• Measure flow continuously throughout the study basin at a spatial resolution sufficient to attribute I&I to individual reaches of pipe, rather than only to the basin as a whole.

• Distinguish rainfall-derived inflow from groundwater infiltration and distinguish both from normal diurnal flow and from flow anomalies caused by blockages or debris.

• Quantify the I&I contribution at each monitored location and rank locations by contribution.

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• Produce a prioritized list of candidate rehabilitation areas, with the estimated wet-weather flow reduction associated with each, suitable for direct use in the District’s capital improvement program.

• For each priority area, characterize the probable source type (for example, direct storm inflow connections, defective manhole covers or structures, mainline pipe defects, or service lateral infiltration) and identify the category of improvement most likely to reduce the measured I&I, so that the study results function as a rehabilitation roadmap for the basin.

• Deliver all field data, analysis, and supporting documentation in formats the District can load into its own GIS and retain permanently.

3. SCOPE OF SERVICES

The District will award a single contract for monitoring and assessment of the entire study basin, approximately 163,000 linear feet of gravity sewer tributary to the John Duckett Pump Station.

The scope of work shall include the following tasks:

A. Project Setup and Monitoring Plan

• Review the District’s GIS, as-built drawings, historical flow records, SSO history, and any prior

I&I work for the basin. The District will provide available data; there is no guarantee that complete data exists for all facilities.

• Conduct field reconnaissance of candidate monitoring locations, including verification of access, structure condition, and hydraulic suitability.

• Prepare a monitoring plan with proposed monitoring locations and the sewer segment it is intended to isolate. The plan shall be delivered as an interactive, web-accessible GIS map and as a static exhibit and is subject to District review and written approval before installation begins.

• The monitoring plan shall provide spatial resolution sufficient to attribute measured I&I to individual reaches of sewer. Proposers shall state the monitoring density they propose, expressed as monitored locations per mile of pipe, and shall justify that density against the objectives in Section 2. The District will evaluate proposed density as part of technical approach.

B. Structure Inspection and Site Preparation

• Inspect each monitored manhole or structure and document its condition. Inspections shall follow NASSCO MACP standards, or an equivalent standard identified in the proposal.

• Obtain the interior dimensions of each monitored structure to the accuracy required by the

Contractor’s flow calculation method. The method used to obtain dimensions (direct measurement, survey, photogrammetry, laser scanning, or other) is at the Contractor’s discretion, provided the resulting accuracy is documented.

• Provide photographic and/or video documentation of each monitored structure, delivered in a common, non-proprietary format viewable by District staff without the purchase of additional software or subscriptions.

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• All confined space entries shall comply with Cal/OSHA requirements. The Contractor is solely responsible for the safety of its personnel.

C. Flow Monitoring

• Install and commission monitoring equipment at all approved locations. Installation shall be complete and all sites verified operational no later than December 1, 2026.

• Monitor continuously, 24 hours per day, 7 days per week, for a period of twenty-four (24) months, capturing two full winter wet-weather seasons and the intervening dry-weather seasons, so that storm response, seasonal groundwater infiltration, and year-to-year variability are characterized. Any proposal to end monitoring before twenty-four (24) months requires written District approval.

• Record water level at each monitored location at intervals of fifteen (15) minutes or shorter.

Provide telemetry delivering recorded data to a live, web-based dashboard in near real time, and provide District staff with credentialed access to that dashboard showing sensor status and current and historical level and calculated flow data at each monitored location, with user-configurable level alarms, for the duration of the study and following submission of the final report.

• Maintain the monitoring network throughout the study period, including site visits as necessary to clear fouling, replace failed equipment, and verify calibration. The Contractor shall achieve a minimum data completeness of 90% at each monitored site over the monitoring period. Sites falling below this threshold may, at the District’s discretion, be subject to extended monitoring at no additional cost.

• Obtain and incorporate rainfall data covering the study basin for the full monitoring period, at a temporal resolution sufficient to correlate individual storm events to measured hydraulic response. Identify the source of rainfall data and the location of gauges in the proposal.

• Remove all equipment and restore all sites following completion of monitoring. State separately in the fee proposal any cost adjustment associated with District crews performing equipment retrieval.

D. Analysis and Reporting

• Convert measured data to flow values, including the hydraulic assumptions, the treatment of surcharged conditions, and the estimated accuracy.

• Classify the flow at each monitored location, distinguishing at minimum: normal diurnal flow;

rainfall-derived inflow; groundwater infiltration; and anomalies attributable to blockage, debris, or other obstruction.

• Quantify I&I at each monitored location and rank all locations within the basin by I&I contribution. Report results using industry-recognized metrics, including at minimum peak wet-weather flow, peaking factor, and rainfall-derived inflow and infiltration volume per storm event.

• Identify any location where measured behavior suggests a defect requiring immediate District attention, and notify the District in writing within five (5) working days of identification rather than holding the finding for the final report.

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• Prepare a prioritized list of candidate rehabilitation areas, with estimated recoverable wet-weather flow for each, ordered so that the District can allocate rehabilitation funding from the top of the list downward.

• For each priority rehabilitation area, identify the probable I&I source type and recommend the category of corrective work (for example, mainline lining or replacement, service lateral rehabilitation, manhole rehabilitation or sealing, or removal of direct inflow sources), together with any confirmatory investigation (smoke testing, dyed-water testing, or CCTV inspection) recommended to pinpoint specific defects before design.

• Submit an interim technical memorandum no later than June 15 following each winter wet-weather season (June 15, 2027 and June 15, 2028), summarizing wet-season findings, preliminary location rankings, and any early rehabilitation candidates, so that the District can begin scoping improvements before the full monitoring period concludes.

• Submit a draft report for District review, and a final report incorporating District comments.

• Present findings to District staff and, if requested, to the District Board of Directors. Include one staff presentation and one Board presentation in the base fee.

E. Deliverables and Data Rights

• All spatial deliverables shall be provided in a format directly compatible with the District’s

GIS, including feature classes with populated attribute tables. Static PDF and image files alone are not acceptable as the sole spatial deliverable.

• All raw measurement data (timestamped level, flow, and rainfall records) shall be delivered to the District in a non-proprietary, machine-readable format such as CSV.

• The District shall receive a perpetual, irrevocable, royalty-free right to use, reproduce, and distribute all data, reports, models, imagery, and other deliverables produced under this contract, including the right to provide them to other consultants and contractors working on

District facilities. Contractors relying on patented or proprietary methods retain rights in those methods; this provision applies to the deliverables and underlying data, not to the

Contractor’s underlying technology.

• Deliverables shall not be conditioned on the District maintaining an ongoing software subscription. Any subscription required to access deliverables after the contract term shall be disclosed and separately priced.

F. Other Tasks

• Obtain all permits required by agencies having jurisdiction. Permit fees shall be identified separately in the fee proposal.

• Prepare traffic control plans for agency review and approval, and provide signs, barricades, flaggers, and all other equipment and labor as necessary. The Contractor is responsible for identifying all locations requiring traffic control. Price traffic control separately, and state any cost reduction available if District crews assist.

• Coordinate with the District regarding access to manholes located in back yards, easements, and other restricted locations. The District will assist with property owner notification and

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• Coordinate with District staff, District consultants, and other agencies as necessary throughout the study.

G. District-Furnished Items

The District will provide the following. Proposers shall identify any additional District support they are assuming, so that it can be evaluated as part of the proposal.

• Available GIS data, as-built drawings, and system mapping for the study basin.

• Available historical flow, pump run-time, and SSO records.

• Assistance with property owner notification and coordination of access to restricted manholes.

General: All records (project reports, meeting notes, data files, project data, calculations, electronic files, and similar materials) generated under this engagement shall be the property of the District and shall be turned over to the District upon completion or as directed.

4. PROPOSAL REQUIREMENTS AND CONTENTS

The proposal shall be prepared in accordance with the following. Material submitted in addition to that specifically required will not be reviewed.

Cover Letter

Include firm name, contact person, and a brief statement of interest describing why the firm is a good fit.

Firm Overview

Describe the firm’s history, size, affiliation(s), and core areas of expertise. Identify any contractor’s license, certifications, or professional registrations applicable to the work.

Relevant Project Experience

Submit three (3) reference projects for comparable I&I assessment work completed within the last ten (10) years, each with the client name and current contact information, scope, dollar value, dates, and the firm’s role.

Key Personnel

Provide the organizational chart for the contractor team and identify proposed subcontractors, if any, and their specific tasks. Identify the project manager who will serve as the primary contact person to the District.

Resumes

Provide the resumes for key staff for the project.

Technical Approach

This section is the primary basis for technical evaluation. At minimum, address:

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• The monitoring technology proposed, and the proposed monitoring density expressed as locations per mile.

• The method by which measured data is converted to flow, and the expected accuracy of the resulting values.

• The method by which inflow is distinguished from infiltration, and by which I&I is separated from normal diurnal flow and from blockage-related anomalies.

• QA/QC procedures, how data completeness is measured and maintained, and how gaps in the record are handled in the analysis.

• A preliminary project schedule demonstrating that sensors will be installed and operating by

December 1, 2026.

• If any part of the proposed approach relies on patented or proprietary methods, identify them so the District can evaluate long-term data access and the deliverable and data rights requirements of Section 3.E.

Scope of Work (Separate Attachment)

Provide the proposed scope of work as a standalone attachment or on separate pages within the proposal. It shall be complete in itself, without cross-references to other portions of the proposal, and formatted so the District can incorporate it directly as an exhibit to the Consultant Agreement.

Fee Schedule (Separate Attachment)

Provide the fee schedule as a standalone attachment or on separate pages, suitable for direct incorporation as the compensation exhibit to the Consultant Agreement. Include:

• A fee summary by task and a total not-to-exceed amount for the entire study basin.

• Unit prices for optional or additional work: traffic control (per day), extended monitoring beyond twenty-four (24) months (per month), and additional monitoring locations (each).

• A proposed milestone payment schedule. The District will not make payment for work not yet performed.

• All conditions under which charges beyond the proposed fee would apply. Charges not disclosed in the proposal will not be accepted after award.

Exceptions to the Standard Agreement

List any requested exceptions to the District’s standard Contractor Agreement, including any conflict between the firm’s standard terms and conditions and the District’s Agreement. Exceptions not raised in the proposal will be deemed waived. Submission of a firm’s standard terms and conditions without identifying the specific conflicts does not satisfy this requirement.

Public Records

Proposals submitted to the District are subject to the California Public Records Act. Proposers who believe portions of their submittal are exempt from disclosure shall clearly mark those portions and identify the legal basis for the exemption. Blanket designations covering an entire proposal will not be honored.

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5. CONSULTANT SELECTION PROCESS

The criteria used in evaluating proposals include, but are not limited to, the following:

Evaluation Criterion

Knowledge and understanding of the project requirements and District needs

Technical approach, including demonstrated ability to isolate and quantify I&I

Experience on comparable projects and quality of references

Responsiveness and ability to perform within the established schedule

Commitment of key personnel and their experience

6. TENTATIVE CONSULTANT SELECTION AND PROJECT SCHEDULE

Milestone Date

Request for Proposals Published September 8, 2026

Questions on the RFP Deadline September 15, 2026

Proposal Deadline September 22, 2026 at 2:00 PM

Award of Contract October 1, 2026

Notice to Proceed Within five (5) days of award

Monitoring Plan Approved by District November 9, 2026

All Sites Installed and Operational December 1, 2026

Monitoring Period December 2026 through November

Interim Wet-Season Technical Memoranda June 15, 2027 and June 15, 2028

Equipment Removal and Site Restoration December 2028

Draft Report Within 45 days of equipment removal

Final Report and Presentation Within 30 days of receipt of District comments

Responses to all questions received will be issued by addendum to all firms that have received this

RFP. Verbal responses are not binding on the District.

7. STANDARD CONSULTANT AGREEMENT

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September 9, 2026

The Contractor selected to provide the Scope of Services shall use the District’s standard Consultant

Agreement (attached). By submitting a proposal for this work, the Contractor agrees to use this form for the contract, subject only to exceptions identified in the proposal. Contractually required insurance coverage and endorsement information is set forth in the body of the Agreement and its exhibits.

8. ATTACHMENTS

• Attachment 1 — District Standard Contractor Agreement

• Attachment 2 — Study Basin Map

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Attachment 1: District Standard Contractor Agreement

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Contract Template Reviewed June 2026 by P. Richardson

AGREEMENT

FOR CONSULTATION AND PROFESSIONAL ENGINEERING SERVICES

SANITARY SEWER INFLOW & INFILTRATION (I&I) ASSESSMENT – JOHN

DUCKETT BASIN

JOB NO. _________

THIS AGREEMENT made this _____ day of ________________, _______ by and between the LAS GALLINAS VALLEY SANITARY DISTRICT (hereinafter referred to as “District”), and __________, whose address is, ______________________________

(hereinafter referred to as “Consultant”);

WITNESSETH:

IN CONSIDERATION of the mutual covenants and conditions herein contained, the parties do hereby agree as follows:

1. General

DISTRICT engages CONSULTANT to furnish the services hereinafter mentioned upon the covenants and conditions of this Agreement, at the compensation herein stipulated, and CONSULTANT accepts said engagement upon said terms.

2. Duties of Consultant; Services to be Performed by Consultant

CONSULTANT shall perform such duties and services as are listed on Exhibit A attached hereto, and is hereby referred to and made a part hereof by reference. Said services shall be completed according to the time schedule contained in Exhibit A.

3. Services or Materials to be Performed or Furnished by District

DISTRICT shall perform such services or furnish such materials to CONSULTANT in connection with this Agreement as are set forth on Exhibit B. If there are no entries on said Exhibit B, DISTRICT, shall not be required to provide any services or furnish any materials to CONSULTANT. Unless otherwise provided on Exhibit B, all said services and materials to be furnished by DISTRICT will be without cost to CONSULTANT.

4. Payment by District: Time and Manner of Payment

DISTRICT shall pay CONSULTANT, for all services to be rendered and all materials to be furnished under this Agreement, the amount specifically set forth and in the manner specifically set forth on Exhibit C. CONSULTANT agrees to accept said sum as full compensation for all services due under this Agreement. Notwithstanding any other language in the Agreement or any exhibits, CONSULTANT agrees that it will perform all tasks for a sum not to exceed CONTRACT AMOUNT ($______ U.S. Dollars). This is an Agreement for a specific task as defined in Exhibit A, Consultant Services (Scope of Work), for SANITARY

SEWER INFLOW & INFILTRATION (I&I) ASSESSMENT – JOHN DUCKETT BASIN,

and CONSULTANT has accurately determined the price of those tasks.

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5. Authorization To Perform Services

The CONSULTANT is not authorized to perform any services, or incur any costs whatsoever under the terms of this Agreement until receipt of written authorization from the

DISTRICT.

6. Additional Work

CONSULTANT shall be entitled to extra compensation for services or materials not otherwise required under this Agreement or described in Exhibit A, provided that DISTRICT shall first have identified the services or materials as extra, and requested such extra services or materials in writing, but in no event shall DISTRICT be liable for payment unless the amount of such extra compensation shall first have been agreed to in writing by DISTRICT.

7. Professional Skill

CONSULTANT represents that it is skilled in the professional calling necessary to perform the work agreed to be done by it under this Agreement. CONSULTANT represents and warrants to DISTRICT that it has all licenses, permits, qualifications that are legally required for CONSULTANT to practice its profession and that CONSULTANT shall, at its sole cost and expense, keep all such licenses, permits, and approvals which are legally required for CONSULTANT to practice its profession in effect. DISTRICT relies upon the skill of CONSULTANT to do and perform its work in a skillful manner, and CONSULTANT agrees to thus perform its work, and the acceptance of its work by DISTRICT shall not operate as a release of CONSULTANT from said Agreement. For purposes of this Agreement, “skillful manner” shall mean the standard of care prevailing in the industry in the San Francisco Bay Area during the term of this Agreement.

8. Equal Employment Opportunity

CONSULTANT shall not discriminate against any employee or applicant for employment and shall comply with the provisions of Section 12940 of the Government Code.

9. Compliance with Laws

CONSULTANT shall comply with all federal, state and District laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement. Any suit or action by either party shall be brought in the Superior Court for the County of Marin, California.

The laws of the State of California shall govern this Agreement.

10. Labor Compliance

This project is subject to the requirements of Section 1720 et seq. of the California Labor Code requiring the payment of prevailing wages, the training of apprentices and compliance with other applicable requirements. Contractors and all subcontractors who perform work on the project are required to comply with these requirements. Prevailing wages apply to all projects over $1,000 which are defined as a “public work” by the State of California.

The applicable California prevailing wage rate can be found at www.dir.ca.gov and are on file with the Agency’s principal office, which shall be available to any interested party upon request.

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Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

No contractor or subcontractor may be listed on a bid proposal for a public works project 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)].

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.

All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”.

Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

The Agency shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., the Agency may continue to hold sufficient funds to cover estimated wages and penalties under the contract.

11. Independent Contractor; Not An Agent

CONSULTANT, at all times during the term of this Agreement is acting as an independent contractor in furnishing the services or materials and performing the work required by this Agreement and is not an agent, servant or employee of DISTRICT. Notwithstanding any other DISTRICT, state or federal policy, rule, regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by DISTRICT, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of DISTRICT and entitlement to any contribution to be paid by DISTRICT for employer contributions and/or employee contributions for PERS benefits.

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Except as DISTRICT may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of DISTRICT in any capacity whatsoever as an agent or pursuant to this Agreement to bind DISTRICT to any obligation whatsoever.

12. Term and Option to Extend

This Agreement shall commence on the date first written above, and unless sooner terminated as provided herein, shall remain in full force and effect through [CONTRACT END

DATE], (the “Initial Term”), or until completion of the services described in Exhibit A, whichever occurs first.

Option to Extend. The DISTRICT shall have the option to extend the term of this Agreement for one (1) additional period of two (2) years (the “Extension Term”) beyond the Initial Term.

The DISTRICT may exercise this option by providing written notice to CONSULTANT not less than thirty (30) days prior to the expiration of the Initial Term. Any such extension shall become effective only upon CONSULTANT’s written consent. All terms and conditions of this Agreement shall remain in full force and effect during the Extension Term.

13. Time

CONSULTANT shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT’S obligations pursuant to this Agreement.

14. Indemnity

CONSULTANT agrees to indemnify and save harmless and defend with counsel acceptable to DISTRICT, the DISTRICT, its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, suits, actions, costs, expenses, claims, causes of action and damages (including costs of defense) arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance to the extent caused, in whole or in part, by recklessness, the willful misconduct or negligent acts or omissions of CONSULTANT, its officers, employees, agents, consultants, subcontractors or any officer, agent or employee thereof but excluding liabilities due to the active negligence of the DISTRICT. By execution of this Agreement, CONSULTANT acknowledges and agrees that CONSULTANT has read and understands the provisions hereof and that this paragraph is a material element of consideration. DISTRICT and CONSULTANT agree that this Agreement is consistent with Section 2782.8 of the Civil Code.

15. Insurance: Public Liability, Workers’ Compensation, Errors and Omissions

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its officers, subcontractors, agents, representatives, or employees.

CONSULTANT shall be required to meet all District Insurance Requirements. See Exhibit D for District Insurance Requirements.

16. Consultant Professional Team

CONSULTANT shall provide and maintain the professional team to perform and furnish the materials in connection with this Agreement whose names and capacities are set forth on

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Exhibit E. In the event that any member of said team shall leave the employ of CONSULTANT or be transferred to another office of CONSULTANT, CONSULTANT shall so advise DISTRICT and replace that member with a new member who is competent to perform the required work and who shall be satisfactory to DISTRICT. Such other agents or employee contractors or subcontractors not listed on Exhibit E as may be required to perform any portion of this Agreement shall be competent and shall be suitably experienced in the function which they perform.

17. Notices

Unless otherwise provided herein, all notices required hereunder shall be given by certified mail, postage prepaid and addressed to the party at the address indicated in the opening paragraph of this Agreement provided, however, that in lieu thereof, notice may be given by personal delivery to the party at said address.

18. Title to Documents

All original calculations, photographs, maps, drawings, plans, design notes and other material or documents developed or used in connection with the performance of this Agreement shall be the property of DISTRICT provided, however, that CONSULTANT may provide DISTRICT with legible photostatic copies thereof in lieu of the originals upon approval by DISTRICT representative. All such material and documents shall remain confidential and may not be divulged, published or shared by CONSULTANT without the prior written consent of DISTRICT. Any plans and specifications shall bear the name of the CONSULTANT together with his certificate number, if any. If CONSULTANT’S working papers or product includes computer generated statistical material, CONSULTANT shall provide the material including the data base upon which it is based to DISTRICT in a mutually agreed upon computer machine-readable format and media.

19. Assignment

Neither party shall assign or sublet any portion of this Agreement without the written consent of the other party in writing.

20. Termination

Without limitation to such rights or remedies as DISTRICT shall otherwise have by law, DISTRICT shall also have the right to terminate this Agreement for any reason upon seven (7) days’ written notice to CONSULTANT. This Agreement may also be terminated by either party upon seven (7) days’ written notice should the other party fail substantially to perform in accordance with this agreement through no fault of the other or if the project is stopped by conditions beyond the control of the DISTRICT.

In addition to terminating this Agreement if CONSULTANT materially breaches any of the terms of this Agreement, DISTRICT’S remedies shall include, but not be limited to:

• Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by CONSULTANT pursuant to this Agreement;

• Retain a different consultant to complete the work described in Exhibit A not finished by CONSULTANT; and/or

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This description of DISTRICT's remedies does not otherwise limit DISTRICT's remedies at law or equity.

21. Consultant Nondisclosure

CONSULTANT will not directly or indirectly use (other than for the DISTRICT), publish, or otherwise disclose at any time (except as CONSULTANT’S duties may require), either during or subsequent to the performance of consulting services, any of DISTRICT’s confidential information (whether or not conceived, originated, discovered, or developed in whole or in part by CONSULTANT) as defined below.

“Confidential information” means information or material that is not generally available to or used by others, or the utility or value of which is not generally known or recognized as standard practice whether or not the underlying details are in the public domain, including without limitation:

a. Information or material that relates to DISTRICT’S inventions, technological developments, “know how”, purchasing, accounting, merchandising or licensing;

b. Trade secrets;

c. Software in various stages of development (source code, object code, documentation, diagrams, flow charts), designs, drawings, specifications, models, data and customer information; and

d. Any information of the type described above that DISTRICT obtained from another party and that the DISTRICT treats as proprietary or designates as confidential, or is obligated to do so by virtue of a third-party agreement, whether or not owned or developed by the DISTRICT.

The obligations of confidentiality imposed herein will not apply to confidential information that:

a. Is or has been generally available to the public by any means, through no fault of CONSULTANT and without breach of these provisions.

b. Is or has been lawfully disclosed to CONSULTANT by a third party without an obligation of confidentiality being imposed upon CONSULTANT.

c. Has been disclosed without restriction by the DISTRICT or by a third party owner of confidential information.

d. Was required to be disclosed pursuant to law.

CONSULTANT agree to deliver to DISTRICT promptly on request, or on the date of termination of CONSULTANT’S services, all documents, software, including any copies, and other materials in CONSULTANT’S possession pertaining to the business of DISTRICT and originating with the DISTRICT that came into CONSULTANT’S possession.

The disclosure of confidential information shall not be construed as granting either a license under any patent, patent application or any right of ownership in said confidential information.

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CONSULTANT acknowledges and agrees that in the event of a breach or threatened breach of any provisions of this Agreement, the DISTRICT shall have no adequate remedy at law and shall therefore be entitled to enforce any such provision by temporary or permanent injunctive or mandatory relief obtained in any court without the necessity of proving damages, posting any bond or other security, and without prejudice or diminution of any other rights or remedies which may be available at law or in equity.

22. No-Waiver; Construction

Failure on the part of either party to enforce any provisions of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provisions or any other provision. The singular number shall include the plural, and the masculine gender shall include the feminine gender and neuter gender whenever the context of this Agreement permits.

23. Mediation

Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be shared equally by the parties. If a mediated settlement is reached, neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

24. Attorney’s Fees

If a party brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. Such fees may be set by the court in the same action or in a separate action brought for that purpose.

25. Survival

All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between DISTRICT and CONSULTANT survive the termination of this Agreement.

26. Conflict of Interest

CONSULTANT may serve other clients, providing that activities in the service of other clients do not place CONSULTANT in a “conflict of interest” as that term is defined in the Political Reform Act codified at California Government Code § 81000 et seq. or Section 1090 et seq. of the Government Code.

27. Severability

If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

28. Additional Provisions, Exhibits

Additional provisions of this Agreement are set forth on Exhibits A through Exhibit F.

All Exhibits shall be attached to, and are hereby referred to and made a part hereof by reference.

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29. Entire Agreement: Amendment

This contract supersedes any and all other agreements, whether oral or in writing, between the parties with respect to the subject of this contract. Except as to those documents specifically incorporated by reference into this contract, this contract contains all of the covenants and agreements between the parties with respect to the subject of this contract, and each party acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except the covenants and agreements embodied in this contract. No agreement, statement, or promise not contained in this contract shall be valid or binding on the parties with respect to the subject of this contract. No modifications hereof shall be effective unless such modification is in writing signed by all parties to this Agreement.

IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written.

LAS GALLINAS VALLEY SANITARY DISTRICT

By _____________________________________________ Curtis Paxton, General Manager Date

COMPANY NAME

Signature Date

By _____________________________________________ Print Name Title

NOTE: The following exhibits are hereby incorporated into this agreement by this reference:

Exhibit A: Consultant Services (Scope of Work) Exhibit B: Services or Materials to be Performed or Furnished by District Exhibit C: Payment Schedule Exhibit D: District Insurance Requirements Exhibit E: Consultant Team

Exhibit F: District Safe Work Requirements

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Exhibit A

Consultant Services (Scope of Work)

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Exhibit B

Services or Materials to be Performed or Furnished by District

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Exhibit C

Payment Schedule

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Exhibit D

District Insurance Requirements

Insurance Requirements for Professional Services

Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees)4. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. (If applicable – see footnote next page)

If the consultant maintains broader coverage and/or higher limits than the minimums shown above, the District requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the District.

Other Insurance Provisions

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status

The District, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the District, its officers, Primary Coverage

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Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the District.

Waiver of Subrogation Consultant hereby grants to the District a waiver of any right to subrogation which any insurer of said Consultant may acquire against the District by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the District has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions Self-insured retentions must be declared to and approved by the District. The District may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorse to provide, that the self-insured retention may be satisfied by either the name insured or the District.

Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the District.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage Consultant shall furnish the District with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsement Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the District 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 District reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances The District reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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Note: Professional liability insurance coverage is normally required if the Consultant is providing a professional service regulated by the state. (Examples of service providers regulated by the state are insurance agents, professional architects and engineers, doctors, certified public accountants, lawyers, etc.). However, other professional Consultants, such as computer or software designers, technology services, and services providers such as claims administrators, should also have professional liability. If in doubt, consult with your risk management or insurance advisor.

Sub Contractors Consultant shall require and verify that all subconstractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that the District is an additional insured on insurance required from subcontractors.

Duration of Coverage CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair…