January 10, 2025
Gary Gabriel
City of Salinas
426 Work Street
Salinas, California 93901 WALLACE GROUP®
Subject: City of Salinas SSMP Update
Dear Mr. Gabriel: ENGINEERTATION
Wallace Group appreciates the opportunity to provide you with our proposal for Water Resources services for the above-referenced project. Based on our discussion, the following Scope of Services has been prepared for your consideration: LRCHTECTURE
SCOPE OF SERVICES
Task 1: Project Management
PLANNING
This task includes coordination of project activities, including scheduling and budget controls, Client coordination, quality control, and other related project management activities. UBLIC WORK:
IDMINISTRATION
Task 2: SSMP Update URVEYING
IS SOLUTION
Task Understanding: The State Water Resources Control Board (SWRCB) established Statewide General Wastewater Discharge Requirements (GWDR) for Sanitary Sewer Systems, Orders No. WATER RESOURCES 2006-0003-DWQ and revised Monitoring and Reporting Program WQ 2013-0058-EXEC, which required all public entities that own or operate sanitary sewer systems greater than one mile in length in California to create, implement, and maintain a SSMP. Recently adopted WDR Order No. 2022-0103-DWQ requires all agencies to develop and update their SSMP as described below:
WDR Order No. 2022-0103-DWQ:
To facilitate adequate local funding and management of its sanitary sewer systems), current standard industry practices through available equipment, technologies, and strategies.
Wallace Group will update each of the eleven (11) elements of the City's SSMP.
Wallace Group Staff will work collaboratively with City staff to develop the SSMP and to obtain any additional materials and documentation necessary for completion. The SSMP will be formatted to clearly identify sections and sub-sections of document to applicable GWDRs.
Appendices with reference materials will be included for each Element of the SSMP as applicable. The table below summarizes the scope of the recommended update:
WALLACE GROUP
A California Corporation
612 CLARION CT
SAN LUIS OBISPO
CALIFORNIA 93401
T 805 544-4011
F 805 544-4294
www.wallacegroup.us
P25-8346
City of Salinas SSMP Update Summary: Order WQ. 2022-0103-DWQ SSMP Requirement WALLACE GROUP®
2022 GWDR Wallace Group Recommended Management Plan Updates Attachment D
i. Goal & The goal of the Sewer System Management Plan (Plan) is to provide Introduction
(1) properly manage, operate, and maintain all parts of the Enrollee's sanitary sewer system
(2) reduce and prevent spills, anc
(3) contain and mitigate spills that do occur
The Plan will include a narrative Introduction section that discusses the following items:
• Regulatory Context
• SSMP Update Schedule
Sewer System Asset Overview
ii. Organization Update organization charts, organizational lines of authority and identification of responsibilities for management and
implementation of SSMP. Update Spill Chain of Communication for compliance with 2023 Notification, Monitoring, Reporting & Recordkeeping (NMR&R) requirements.
iii. Legal Authority Update this section to clearly identify the Municipal Codes and Ordinances that give the City the Legal Authority to manage the sewer collection system and comply with WDR mandates.
iv. Operation and Update this section to reflect current practices and planned Maintenance activities. Include the following:
Program • Map of Sewer System including all assets and method for RWQCB to access map (assumed City will supply map)
Map of Stormwater Collection and Conveyance System and
method for RWQCB to access map (assumed City will
Pread as alter sate neare with
new WDRs
Update Templates to document routine O&M: line
cleaning, manhole inspection, lift station operations
Development and discussion of Training Program
Development of Sewer System Equipment Inventory,
identifying critical replacement and spare parts
Include system-specific procedures in its Sewer System
Management Plan to proactively prioritize:
operation and maintenance,
• condition assessments, and
repair and rehabilitation, to address ongoing system
resilience
Discussion of how the City will maintain a means to manage all necessary revenues and expenditures related to the sanitary sewer system and allocate necessary resources to the SSMP for:
• Compliance with the General Order
• Full implementation of the SSMP
System Operations, Maintenance and Repairs
Spill Response
PP25-8346
City of Salinas
January 10, 2025
V. Design and Update this section to identify the Public Works Design Standards Performance and Testing Requirements the City will follow. Incorporate these Provisions WALLACE GROUP®
documents into appendices or in links.
vi. Spill Emergency Update SERP for compliance with 2023 WDRs and NMR&R Response requirements. (SERP will be summarized in the SSMP - physical Plan (SERP) SERP document is a separate document from SSMP for staff use in ii. Sewer Blockage Jpdate and document City plans and procedures to proactivel ontrol Progran control; FOG, roots, rags and debris in the sewer system pe • An implementation plan and schedule for a public
education and outreach program that promotes proper
disposal of pipe-blocking substances;
A plan and schedule for the disposal of pipe-blocking
substances generated within the sanitary sewer system
service area. This may include a list of acceptable
disposal facilities and/or additional facilities needed to adequately dispose of substances generated within a
sanitary sewer system service area;
The legal authority to prohibit discharges to the system and identify measures to prevent spills and blockages;
Requirements to install grease removal devices (such as traps or interceptors), design standards for the removal devices, maintenance requirements, best management
practices requirements, recordkeeping and reporting
requirements;
Authority to inspect grease producing facilities,
enforcement authorities, and whether the Enrollee has
sufficient staff to inspect and enforce the fats, oils, and grease ordinance;
An identification of sanitary sewer system sections
subject to fats, oils, and grease blockages and
establishment of a cleaning schedule for each section
Implementation of source control measures for all sources of fats, oils, and grease reaching the sanitary sewer
system for each section identified above.
viii. System The Plan will include procedures and activities as identified in the Evaluation and new WDRs for:
Capacity • Routine evaluation and assessment of system conditions; Assurance and • Capacity assessment and design criteria; Capital • Prioritization of corrective actions; and
Improvements • A capital improvement plan (to be provided by City This Element will be based on existing plans and assessments conducted by the City.
Additional criteria included in the 2022 WDRs requires
consideration of risk assessments, environmental factors, climate change, etc.. which are listed in Element 8 subsections a, b, c, & ( and will be included in this Element of the updated SSMF The City must implement capital improvements to provide adequate hydraulic capacity to:
• Meet or exceed the design criteria as defined in the
Enrollee's System Evaluation and Capacity Assurance
PP25-8346
City of Salinas
January 10, 2025
element of its Sewer System Management Plan; and
Prevent system capacity-related spills, and adverse
WALLACE GROUP®
impacts to the treatment efficiency of downstream
ix. Monitoring,
maintenance activities
basat on results of euniring and pees, an ancropriate,
Identifying and illustrating spill trends, including spill frequency, locations and estimated volumes.
X. SSMP Program Update this Element to include internal audit procedures for the Audits City to comply with section 5.4 (Sewer System Management Plan Audits) of the General Order.
xi. Communication Develop a plan and schedule to communicate with:
Program The public for:
• Spills and discharges resulting in closures of public areas, or that enter a source of drinking water, and
The development, implementation, and update of its Plan, including opportunities for public input to Plan
implementation and updates.
Owners/operators of systems that connect into the Enrollee's ystem, including satellite systems, for:
• System operation, maintenance, and capital improvement related activities.
Wallace Group anticipates a maximum of two (2) 2-hour meetings with City Staff to develop and finalize the SSMP.
Deliverables:
SSMP one (1) electronic copy in Word and PDF)
: Up to two (2) meetings with City staff are anticipated to complete final SSMP
SCHEDULE
The SSMP is due to be uploaded to CIWQS by May 2, 2025. • Wallace Group will work with City staff to develop a draft by March 10, 2025. • All comments received from the City by March 18, 2025. • A final SSMP will be provided to the City by April 1, 2025.
TO BE PROVIDED BY THE CLIENT
Word version of current SSMP
All sewer system data as requested
PP25-8346
City of Salinas
January 10, 2025
PROJECT FEES
WALLACE GROUP®
Wallace Group will perform the services denoted in Task 1 through Task 3 of the proposed Scope of Services in accordance with the attached Schedule of Fees (Exhibit A). These services will be nvoiced monthly on an accrued cost basis, and our total fees, including reimbursables will are estimated to be $19,070 based on the scope of work selected by the City. Costs will not exceed the selected amount without receiving written authorization from the Client.
Salinas Project Fee Summary
Project Task Fee Estimate
Task 1 - Project Management & Meetings $2,220
Task 3 - SSMP Updates $16,650
SSMP Related Reimbursables: travel, reproductions, etc. $200 TOTAL $19,070
At your request, additional services to the Scope of Services will be performed by Wallace Group following the signature of our Contract Amendment or the initiation of a new contract.
TERMS AND CONDITIONS
In order to convey a clear understanding of the matters related to our mutual responsibilities regarding this proposal, the attached Standard Terms and Conditions (Exhibit B) are considered a part of our proposal agreement. If this proposal meets with your approval, please sign where indicated and return to our office, which will serve as our notice-to-proceed.
We want to thank you for this opportunity to present our proposal for regulatory compliance services. If you would like to discuss this proposal in greater detail, please feel free to Sincerely,
WALLACE GROUP, a California Corporation TERMS AND CONDITIONS ACCEPTED:
Hauptali
Senior Environmental Compliance Specialist Signature
612 Clarion Court eary Gabriel
San Luis Obispo
California 93401 Pined am Masteweter Manager
T 805 544-4011
F 805 544-4294 1/13/24
www.wallacegroup.us Date
ttachment
GM: PP25-8346, 2025, st
Exhibit A
Exhibit B
THIS PROPOSAL IS VALID FOR 60 DAYS FROM THE DATE OF THIS DOCUMENT.
Exhibit A
Standard Billing Rates
WALLACE GROUPS
Public Works Administration Services:
Project Analyst I - IV ...... ..... S125/$135/$145/$155 Senior Project Analyst |- I|l. $160/$165/$170
Senior Environmental Compliance Specialist 1 - III ..... $175/$180/$185 Support Services:
Office Assistant ..... $120
Project Assistant | - III.......... ..... $130/$135/$145 Right to Revisions:
Wallace Group reserves the right to revise our standard billing rates on an annual basis, personnel classifications may be added as necessary.
Additional Professional Services:
Fees for expert witness preparation, testimony, court appearances, or depositions will be billed at the rate of $400 an hour. If required to meet schedule requests, overtime on a project will be billed at 1.5 times the employee's typical hourly rate.
Direct Expenses:
Direct expenses will be invoiced to the client and a handling charge of 15% may be added.
Sample direct expenses include, but are not limited to the following:
• travel expenses • sub-consultant services • agency fees • delivery/copy services • mileage (per IRS rates) • other direct expenses Invoicing and Interest Charges:
Invoices are submitted monthly on an accrued cost basis. A finance charge of 1.5% per month may be assessed on all balances that are thirty days past due. 2025 Standard Billing Rates 1
Exhibit B
Standard Terms and Conditions
Wallace Group Proposal No. PP25-8346
Contract Agreement Date: January 10, 2025
CLIENT: CITY OF SALINAS
426 Work Street, Salinas, California 93901
CONSULTANT: WALLACE GROUP, A CALIFORNIA CORPORATION
612 Clarion Court, San Luis Obispo, California 93401
CLIENT and CONSULTANT agree that these Standard Terms and Conditions, comprised of pages 1 through 6, and the associated written Scope of Services and budget constitute the entire Agreement between the CLIENT and the CONSULTANT It supersedes all prior communications, understandings and agreements, whether oral or written. Amendments to this Agreement must be in writing and signed by both the CLIENT and the CONSULTANT.
ARTICLE 1. GENERAL PROVISIONS
1.1 Preamble
This Agreement is based upon a mutual obligation of good faith and fair dealing between the parties in its performance and enforcement. Accordingly, the CLIENT and the CONSULTANT, with a positive commitment to honesty and integrity, agree to the following:
That each will function within the laws and statutes that apply to its duties and responsibilities; that each will assist in the other's performance; that each will avoid hindering the other's performance; that each will work diligently to fulfill its obligations; and each will cooperate in the common endeavor of the contract.
1.2 Governing Law and Jurisdiction
The CLIENT and the CONSULTANT agree that this Agreement and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of the State of California. It is further agreed that any legal action between the CLIENT and the CONSULTANT arising out of this Agreement or the performance of the services shall be brought in a court of competent jurisdiction in San Luis Obispo, California.
1.3 Precedence of Conditions
Should any conflict exist between the terms herein and the form of any purchase order or confirmation issued, the Terms and Conditions herein shall prevail in the absence of CONSULTANT'S express written consent of others conditions.
1.4 Standard of Care
In providing services under this Agreement, the CONSULTANT will endeavor to perform said services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar
1.5 Corporate Protection
t is intended by the parties to this Agreement that the CONSULTANT'S services in connection with the Project shall not subject the CONSULTANT'S individual employees, officers or directors to any personal legal exposure for the risks associatec with this Project. Therefore, and notwithstanding anything to the contrary contained herein, the CLIENT agrees that as the CLIENT'S sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against the CONSULTANT, a California corporation, and not against any of the CONSULTANT'S individual employees, officers or directors.
1.6 Confidentiality
The CONSULTANT agrees to keep confidential and not to disclose to any person or entity, other than the CONSULTANT'S employees, Subconsultants and the general Contractor and Subcontractors, if appropriate, any data or information not reviously known to and generated by the CONSULTANT or furnished to the CONSULTANT and marked CONFIDENTIAL by the CLIENT. These provisions shall not apply to information in whatever form that is in the public domain, nor shall it restrict the CONSULTANT from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other legitimate authority, or if disclosure is reasonably necessary for the CONSULTANT to defend itself from any legal action or claim.
1.7 Third-Party Beneficiaries
Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the CLIENT or the CONSULTANT. The CONSULTANT'S services under this Agreement are being performed solely for the CLIENT'S benefit, and no other party or entity shall have any claim against the CONSULTANT because of this Agreement or the performance or nonperformance of services hereunder. The CLIENT and CONSULTANT agree to require a similar provision in all contracts with Contractors, Subcontractors, Subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision.
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1.8 Timeliness of Performance
The CLIENT and CONSULTANT are aware that many factors outside the CONSULTANT'S control may affect the CONSULTANT'S ability to complete the services to be provided under this Agreement. The CONSULTANT will perform these services with reasonable diligence and expediency consistent with sound professional practices.
1.9 Severability
Any term or provision of this Agreement found to be invalid under any applicable statute or rule of law shall be deemed omitted and the remainder of this Agreement shall remain in full force and effect.
1.10 Survival
Votwithstanding completion or termination of this Agreement for any reason, all rights, duties and obligations of the partie! o this Agreement shall survive such completion or termination and remain in full force and effect until fulfillec
1.11 Statutes of Repose and Limitation
All legal causes of action between the parties to this Agreement shall accrue and any applicable statutes of repose or limitation shall begin to run not later than the date of Substantial Completion. If the act or failure to act complained of occurs after the date of Substantial Completion, then the date of final completion shall be used, but in no event shall any statute of repose or limitation begin to run any later than the date the CONSULTANT'S services are completed or terminated.
The CLIENT shall promptly report to the CONSULTANT any defects or suspected defects in the CONSULTANT'S services of which the CLIENT becomes aware, so that the CONSULTANT may take measures to minimize the consequences of such a defect. The CLIENT further agrees to impose a similar notification requirement on all Contractors in its CLIENT/Contractor contract and shall require all subcontracts at any level to contain a like requirement. Failure by the CLIENT and the CLIENT'S Contractors or Subcontractors to notify the CONSULTANT shall relieve the CONSULTANT of the costs or remedying the defects above the sum such remedy would have cost had prompt notification been given when such defects were first discovered.
1.13 Jobsite Safety
Neither the professional activities of the CONSULTANT, nor the presence of the CONSULTANT or its employees or Subconsultants at a construction/project site, shall relieve the General Contractor of its obligations, duties and responsibilities including, but not limited to, constructions means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with contract documents and any health or safety precautions required by any regulatory agencies. The CONSULTANT and its personnel have no authority to exercise any control over any construction Contractor or its employees in connection with their work or any health or safety programs or procedures. The CLIENT agrees that the General Contractor shall be solely responsible for jobsite safety, and warrants that this intent shall be carried out in the CLIENT'S contract with the General Contractor. The CLIENT also agrees that the CLIENT, the CONSULTANT and the CONSULTANT'S Subconsultants shall be indemnified by the General Contractor and shall be made additional insured under the General Contractor's policies of general liability insurance.
1.14 Assignment: Subcontracting
Neither CLIENT nor CONSULTANT shall assign its interest in this agreement without the written consent of the other.
CONSULTANT may not subcontract any portion of the work to be performed hereunder without such consent.
1.15 Force Majeure
Any delay or default in the performance of any obligation of CONSULTANT under this agreement resulting from any cause(s) beyond CONSULTANT'S reasonable control shall not be deemed a breach of this agreement. The occurrence of any such event shall suspend the obligations of CONSULTANT as long as performance is delayed or prevented thereby, and the fees due hereunder shall be equitably adjusted.
1.16 Disputes
(a) Not withstanding any other provision of this Agreement and except for the provisions of (b) and (c), if a dispute arises resolve the fee dispute, such dispute shall be settled by binding arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators) may be entered in any court having jurisdiction thereof.
(b) Subdivision (a) does not preclude or limit CONSULTANT'S right to elect to file an action for collection of fees if the amount in dispute is within the jurisdiction of the small claims court. (c) Subdivision (a) does not preclude or limit CONSULTANT'S right to elect to perfect or enforce applicable mechanics lien remedies.
WALLACE GROUP Page 2 of 6
1.17 Attorneys' Fees
In the event of any litigation arising from or related to this Agreement or the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.
1.18 Services by CLIENT
is entitled to rely upon the accuracy and completeness thereof.
1.19 Retention
If any portion of CONSULTANT'S fee is held in retention, such amount shall be released within thirty days after invoicing for completion of corresponding services. Interest shall be paid at the rate of 1.5% per month on any retention amounts not paid within this thirty-day period.
ARTICLE 2. DEFINITIONS
2.1 Burdened Labor Costs
Burdened labor costs shown on the Standard Billing Rates include payroll taxes, worker's compensation insurance, and other overhead costs applicable to the typical standard of care.
2.2 Direct Expenses
Expenditures made by the CONSULTANT, its employees or its Subconsultants in the interest of the Project. Applicable reimbursable direct expenses are defined on the Standard Billing Rates.
ARTICLE 3. COMPENSATION
3.1 Payment Due
Invoices shall be submitted by the CONSULTANT monthly, are due upon presentation and shall be considered past due if not paid in full within thirty (30) days of the invoice date.
3.2 Interest
If payment in full is not received by the CONSULTANT within thirty (30) calendar days of the invoice date, the invoices shall bear interest at one-and-one-half (1.5) percent (or the maximum rate allowable by law, whichever is less) of the past due amount per month, which shall be calculated from the invoice due date. Payment thereafter shall first be applied to accrued interest and then to the unpaid principal.
3.3 Collection Costs
If the CLIENT fails to make payments when due and the CONSULTANT incurs any costs in order to collect overdue sums from the CLIENT, the CLIENT agrees that all such collection costs incurred shall immediately become due and payable to the CONSULTANT. Collection costs shall include, without limitation, legal fees, collection agency fees and expenses, court costs, collection bonds and reasonable CONSULTANT staff costs at Standard Billing Rates for the CONSULTANT'S time spent in efforts to collect. This obligation of the CLIENT to pay the CONSULTANT'S collection costs shall survive the term of this Agreement or any earlier termination by either party.
3.4 Termination or Suspension of Services
f the CLIENT suspends the work for three (3) months. Upon receipt of a notice of termination or suspension, CONSULTANT vill stop or suspend its work and provide same direction for the work of all its Subcontractors and suppliers. Failure o
3.5 Retention Discounts
Payment of invoices shall not be subject to any discounts or retention by the CLIENT, unless agreed to in writing by the CONSULTANT. Payment to the CONSULTANT for services rendered and expenses incurred shall be due and payable regardless of any subsequent suspension or termination of this Agreement by either party.
3.6 Satisfaction with Services
Payment of any invoice by the CLIENT to the CONSULTANT shall be taken to mean that the CLIENT is satisfied with the CONSULTANT'S services to the date of payment and is not aware of any deficiencies in those services.
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3.7 Disputed Invoices
If the CLIENT objects to any portion of any invoice, the CLIENT shall so notify the CONSULTANT in writing within ten (10) days of receipt of the invoice. The CLIENT shall identify in writing the specific cause of the disagreement and the amount in dispute and shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Agreement. Any dispute over invoiced amounts due which cannot be resolved within thirty (30) calendar days after presentation of invoice by direct negotiation between the parties shall be resolved within forty-five (45) calendar days in accordance with the Dispute Resolution provision of this Agreement. Interest as stated above shall be paid by the CLIENT on all disputed invoice amounts that are subsequently resolved in the CONSULTANT'S favor and shall be calculated on the unpaid balance from the invoice date.
3.8 Payments to the CONSULTANT
Payments to the CONSULTANT shall not be withheld, postponed or made contingent on the construction, completion or success of the project or upon receipt by the CLIENT of offsetting reimbursement or credit from other parties who may have caused additional services or expenses. No withholdings, deductions or offsets shall be made from the CONSULTANT'S compensation for any reason unless the CONSULTANT has been found to be legally liable for such amounts.
3.9 Advance Payment: Withholding Work Product
CONSULTANT reserves the right to require payment in advance for work estimated to be done during a given billing period.
CONSULTANT, without any liability to CLIENT, reserves the right to withhold any services and work products herein contemplated pending payment of CLIENT'S outstanding indebtedness or advance payment as required by CONSULTANT.
Where work is performed on a reimbursable basis, budget may be increased by amendment to complete the Scope of Services. CONSULTANT is not obligated to provide services in excess of the authorized budget.
ARTICLE 4. SERVICES, ADDITIONAL SERVICES, AND AMENDMENTS
4.1 Definitions
Services and work products not expressly included with those specified in this agreement, as determined by CONSULTANT, are not covered by this agreement. Such services and work products will be provided only upon compliance with the procedures set forth in Article 4.5 of this Agreement.
4.2 Services During Construction
Any construction inspection or testing provided by CONSULTANT is for the purpose of determining the Contractor's compliance with the functional provisions of the project specifications only. CONSULTANT in no way guarantees or insures Contractor's work nor assumes responsibility for methods or appliances used by the Contractor for job site safety or for Contractor's compliance with laws and regulations. CLIENT agrees that in accordance with generally accepted construction practices the construction Contractor will be required to assume sole and complete responsibility for job site conditions during the course of construction of the project including safety of all persons and property and that this responsibility shall be continuous and not be limited to normal working hours.
4.3 Soil Testing
CONSULTANT makes no representations concerning soil conditions, and is not responsible for any liability that may arise out of the making or failure to make soil surveys, or sub-surface soil tests, or general soil testing. It is the CLIENT'S responsibility to obtain a soils report upon which report CONSULTANT can rely.
4.4 Opinion of Probable Construction Costs
In providing opinions of probable construction cost, the CLIENT understands that the CONSULTANT has no control over cost or availability of labor, equipment or materials, or over market conditions or the Contractor's method of pricing, and that the CONSULTANT'S opinions of probable construction costs are made on the basis of the CONSULTANT'S professional judgment and experience. CONSULTANT makes no warranty, express or implied, that bids or negotiated cost of the Work will not vary signed by both parties.
ARTICLE 5. TERMINATION OF AGREEMENT
5.1 Due to Default
sistantly perform be terrace wethis age men seven seveug7 o ault of the pary hath the termination. to
5.2 Without Cause
32 irement my be terminased by CLENT upon at lest fourten (14) days witen notice to a dra WALLACE GROUP Page 4 of 6
5.3 Termination Adjustment: Payment
If this agreement is terminated through no fault of the CONSULTANT, CONSULTANT shall be paid for services performed and costs incurred to the termination notice date, including reimbursable expenses due, plus an additional amount not to exceed ten percent (10%) of charges incurred to the termination notice date to cover services to orderly close the work and prepare project files and documentation, plus any additional direct expenses incurred by CONSULTANT including but limited to cancellation fees or charges. CONSULTANT will use reasonable efforts to minimize such additional charges.
ARTICLE 6. LIMITATION OF LIABILITY: WAIVER: WARRANTY
6.1 Limitation of Liability
In recognition of the relative risks and benefits of the project to both the CLIENT and the CONSULTANT, the risks have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, to limit the liability of the CONSULTANT to the CLIENT for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert-witness fees and costs, so that the total aggregate liability of the CONSULTANT to the CLIENT shall not exceed $50,000.00, or the CONSULTANT'S total fee for services rendered on this project, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
6.2 Contractor and Subcontractor Claims
The CLIENT further agrees, to the fullest extent permitted by law, to limit the liability of the CONSULTANT and the CONSULTANT's officers, directors, partners, employees and Subconsultants to all construction Contractors and Subcontractors on the Project for any and all claims, losses, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of the CONSULTANT and the CONSULTANT's Subconsultants to all those named shall not exceed $50,000.00, or the CONSULTANT's total fee for services rendered on this Project, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
6.3 Warranty
CONSULTANT makes no warranty, either express or implied, as to CONSULTANT'S findings, recommendations, specifications, or professional advice, except that the work was performed pursuant to generally accepted standards of practice in effect at the time of performance.
If, during the term of this Agreement, circumstances or conditions that were not originally contemplated by or known to the CONSULTANT are revealed, to the extent that they affect the Scope of Services, compensation, schedule, allocation of risks or other material terms of this Agreement, the CONSULTANT may call for renegotiation of appropriate portions of this Agreement. The CONSULTANT shall notify the CLIENT of the changed conditions necessitating renegotiation, and the CONSULTANT and the CLIENT shall promptly and in good faith enter into renegotiations of this Agreement to address the changed conditions. If terms cannot be agreed to, the parties agree that either party has the absolute right to terminate this Agreement, in accordance with the Termination Provision hereof.
If the Scope of Services pursuant to this agreement does not include on-site construction review, construction management, or other construction supervision for this project, or if subsequent to this agreement CLIENT retains other persons or entities to provide such services, CLIENT acknowledges that such services will be performed by others and CLIENT will defend, indemnify and hold CONSULTANT harmless from any and all claims arising from or resulting from the performance of such services by other persons or entities except claims caused by the sole negligence or willful misconduct of CONSULTANT; and from any and all claims arising from or resulting from clarifications, adjustments, modifications, discrepancies or other changes necessary to reflect changed field or other conditions, except claims caused by the sole negligence or willful misconduct of CONSULTANT.
6.4 Interpretation
Limitations on liability, waivers and indemnities in this Agreement are business understandings between the parties and shall apply to all legal theories of recovery, including breach of contract or warranty, breach of fiduciary responsibility, tort (including negligence), strict or statutory liability, or any other cause of action, provided that these limitations on liability, waivers and indemnities will not apply to any losses or damages that may be found by a trier of fact to have been caused by the CONSULTANT'S sole or gross negligence or the CONSULTANT'S willful misconduct. The parties also agree that the CLIENT The CLIENT agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT'S control. For purposes of this Agreement, such causes include, but are not limited to, WALLACE GROUP Page 5 of 6
ARTICLE 7. HAZARDOUS WASTE MATERIALS
7.1 Liability
CONSULTANT hereby states and CLIENT hereby acknowledges that CONSULTANT has no professional liability insurance for claims arising out of the performance of or failure to perform professional services, including, but not limited to the preparation of reports, designs, drawings and specifications, related to the investigation, detection, abatement, replacement, use or specification, or removal of products, materials or processes containing substances including, but not Limited to asbestos, toxic or hazardous waste, CBs, combustible gases and materials, petroleum or radioactive materials (as each of these is defined in applicable federal statues) or any other substances under any conditions and in such quantities as would pose a substantial danger to persons or property exposed to such substances at or near the Project site. Accordingly, the CLIENT hereby agrees to bring no claim for negligence, breach of contract indemnity or otherwise against the CONSULTANT, its principals, employees, and agents if such claim, in any way, would involve the CONSULTANT'S services for the investigation, detection, abatement, replacement, use or specification, or removal of products, materials or processes containing asbestos, asbestos cement pipe, and/or hazardous waste materials. CLIENT further agrees to defend, indemnify and hold harmless CONSULTANT, its officers, directors, principals, employees and agents from any asbestos and/or hazardous waste material related claims that may be brought by third parties as a result of the services provided by the CONSULTANT pursuant to this agreement except claims caused by the sole negligence or willful misconduct of the CONSULTANT.
ARTICLE 8. OWNERSHIP AND REUSE OF DOCUMENTS
8.1 CONSULTANT Ownership
All original papers, documents, drawings, electronic media and other work product of CONSULTANT, and copies thereof, produced by CONSULTANT pursuant to this agreement shall remain the property of CONSULTANT and may be used by CONSULTANT without the consent of CLIENT. Upon request and payment of the costs involved, CLIENT is entitled to a copy of all papers, documents and drawings provided CLIENT'S account is paid current.
8.2 Document Reuse
In the event the CLIENT, the CLIENT'S Contractors or Subcontractors, or anyone for whom the CLIENT is legally liable makes or permits to be made any changes to any reports, plans specifications or other construction documents prepared by the CONSULTANT without obtaining the CONSULTANT'S prior written consent, the CLIENT shall assume full responsibility for the results of such changes. Therefore the CLIENT agrees to waive any claim against the CONSULTANT and to release the CONSULTANT from any liability arising directly or indirectly from such changes. In addition, the CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the CONSULTANT from any damages, liabilities or costs, including reasonable attorneys' fees and costs of defense, arising from such changes. In addition, the CLIENT agrees to include in any contracts for construction appropriate language that prohibits the Contractor or any Subcontractors of any tier from making any changes or modifications to the CONSULTANT'S construction documents without the prior written approval of the CONSULTANT and further requires the Contractor to indemnify both the CONSULTANT and the CLIENT from any liability or cost arising from such changes made without proper authorization.
8.3 Electronic Media Alteration and Reuse
Because CADD information stored in electronic form can be modified by other parties, intentionally or otherwise, without notice or indication of said modifications, CONSULTANT reserves the right to remove all indicia of its ownership and/or involvement in the material from each electronic medium not held in its possession. CLIENT shall retain copies of the work performed by CONSULTANT in CADD form only for information and use by CLIENT for the specific purpose for which CONSULTANT was engaged. Said materials shall not be used by CLIENT, or transferred to any other party, for use in other projects, additions to the current project, or any other purpose for which the material was not strictly intended by CONSULTANT without CONSULTANT'S express written permission. Unauthorized modification or reuse of the materials shall be at CLIENT'S sole risk, and CLIENT agrees to defend, indemnify, and hold CONSULTANT harmless, from all claims, injuries, damages, losses, expenses, and attorney's fees arising out of the unauthorized modification or use of these materials.
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