Reso 0473-05/1978 RESOLUTION NO. 473
A RESOLUTION OF THE BOARD OF DIRECTORS
OF THE SAN MARCOS COUNTY WATER DISTRICT
APPROVING THE EXECUTION OF AN AGREEMENT
BETWEEN VISTA SANITATION DISTRICT AND
BROWN AND CALDWELL FOR ENGINEERING SER-
VICES IN CONNECTION WITH PHASE III
ENLARGEMENT AND UPGRADING OF THE ENCINA
WATER POLLUTION CONTROL FACILITY
WHEREAS, the Vista Sanitation District has planned for
engineering services for the Phase III Enlargement and Upgrading
of the Encina Water Pollution Control Facility (hereinafter referred
to as the "Project"); and
WHEREAS, Vista Sanitation District and other public agencies
have entered into a Joint Powers Agreement, pursuant to Chapter 5 of
Division 7 of Title 1 of the Government Code for the joint exercise of
powers and the acquisition, construction and operation of facilities
for the transmission, treatment, and the disposal of sewage which
facilities comprise a single system of sanitation works and includes
any expansion of such facilities by virtue of the project which is the
subject of this Agreement; and
WHEREAS, by a duly authorized and executed Supplemental
Agreement to the aforesaid Joint Powers Agreement, Vista Sanitation
District has been, and presently is, authorized to enter into the
Agreement that is the subject of this Resolution, as well as to act
as the administrator in connection with the subject Project; and
WHEREAS, it is necessary and desirable to expand and upgrade
the Encina Water Pollution Control Facility to meet environmental
protection requirements of applicable regulatory bodies; and
WHEREAS, Vista Sanitation District is receiving a grant from
the U. S. Environmental Protection Agency for the proposed project,
and desires that the Agreement with Brown and Caldwell shall be in
accordance with the Amendments to Title 40 of the Code of Federal Regu-
lations, Part 35, as published in the Federal Register of December 17,
1975; and
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Resolution No. 473
WHEREAS, at regular meeting of the Joint Advisory Committee
held on April 26, 1978, a motion was duly made, seconded and unanimously
adopted that Vista Sanitation District be authorized to enter into the
agreement attached hereto marked Exhibit "A"; and
WHEREAS, some of the parties to the aforesaid Joint Powers
Agreement have heretofore expressed a desire to peruse the contracts
proposed to be entered into for engineering services in connection with
enlargement and upgrading of the Encina Water Pollution Control Facility;
and
WHEREAS, changes in energy considerations and technological
progress since completion of the 1975 project report require a review
of said report; and
WHEREAS, the agreement attached hereto marked Exhibit "A"
contains, among other things, provisions for such review; and
WHEREAS, it appears that the health and welfare of the public
will best be served by authorizing Vista Sanitation District to enter
into the aforesaid agreement.
NOW, THEREFORE, BE IT RESOLVED BY the Board of Directors
of the San Marcos County Water District, as follows:
Section 1: That the Board of Directors of the Vista
Sanitation District be, and is, hereby
authorized to enter into a contract with
Brown and Caldwell in the form and substance
as that attached hereto marked Exhibit "A".
PASSED AND ADOPTED by the By the Board of Directors of the
San Marcos County WAter District at a regular meeting held on the 15th
day of May, 1978, by the following roll call vote:
AYES: Directors: Keebaugh, Vanderbeck, Dow, Mahr, Blanchard
NOES: Directors: None
ABSENT: Directors: None
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AGREEMENT NO. 108-P-78
AGREEMENT FOR STEP 2 ENGINEERING SERVICES
BET~;EEN VISTA SANITATION DISTRICT
AND BROVV'N AND CALDWELL
FOR
PHAiE III ENLARGEMENT AND UPGRADING OF THE
ENCINA WATER POLLUTION CONTROL FACILITY
THIS AGREEMENT made and entered Into as of the 7th day of lune
1978 by and between the VISTA SANITATION DISTRICT, a county sanitation district,
hereafter referred to as "DIstrict" or "Owner", and BROWN AND CALDWELL, a
CalifornI~a corporation, hereafter referred to as "Engineer": -
WtTNESSETH:
WHEREAS, the District has planned for engineering services for the Phase
]]I Enlargement and Upgrading of the Encina Water Pollution Control Facility (hereIn-
after referred to as the "Project"); and
WHEREAS, District and other public agencies have entered into a Joint Powers
Agreement, pursuant to Chapter S of Division 7 of Title 1 of the.Government Code
for the joint exercise of powers and the acquisition, construction and operation of
facilities for the transmission, treatment, and disposal of sewage which facilities
comprise a single system of sanitation works and includes any expansion of such
facilities by virtue of the project which is the subject of thid Agreement; and
WHEREAS, by a duly authorized and executed Supplemental Agreement to the
aforesaid Joint Powers Agreement, District has been, and presently Is, authorized
to enter into this Agreement as well as to act as the administrator In connection
with the subject Project; and
WHEREAS, paragraphs E and F under Article I of Agreement No. VSD-100 dated
July 13, 1973 are superceded and deleted by some provisions of this agreement
covering the same services; and
WHEREAS, said paragraphs E and F tn VSD-100 provided for "Design Services"
and preparation of operation manuals, respectively; and
WHEREAS, the necessity for supercedtng the aforesaid paragraphs E and F
of VSD-100 ts that the scope of work for Engineer has changed since VSD-100 was
entered into on July 13, 1973, and further, reduced charges for Engineer's ser-
vices have been negotiated; and
WHEREAS, It is necessary and desirable to expand and upgrade the Encina
Water Pollution Control Facility (WPCF) to meet environmental protection re-
quirements of applicable regulatory bodies; and
WHEREAS, District Is receiving a grant from the U;S. Environmental Pro-
tection Agency for the proposed project, and desires that this Agreement shall
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be in accordance with the Amendments to Title 40 of the Code of Federal Require- ·
ments, Part 35, as published in the Federal Register of December 17, 1975; and
WHEREAS, Engineer has available and offers to provide personnel and facilities
necessary to accomplish the work within the required time; and
WHEREAS, such available and offered personnel Include the following categories
of professional employees whose services are available for work on this project for
the approximate number of manhours over the project period as follows:
Prelim[nary Destqn Services
,Yahor Cateoorv Approximate manhours
Chief Engineer 141
Managing Engineer 584
Supervising Engineer 348
Principal Engineer 240
Senior Engineer 996
Engineer 840
NOW, THEREFORE, District and Engineer agree as follows:
I. Scope of Engineerinq Services
Engineer agrees to perform those services which are more particularly de-
scribed hereafter. Unless modified in ~Tittng by the party to be charged, duties of
Engineer shall not be construed to exceed those services specifically set forth
h ere in.
A. Planned EnqLneerinq Services
Engineer agrees to perform those tasks described in Exhibit "A" Planned
Step 2 Engineering Services, which is attached hereto and incorporated
herein by reference. Compensation for planned services shall be as provided
in Exhibit "B", which is attached hereto and incorporated herein by reference.
B. Special Enqineerinq Services
District and Engineer agree that certain of the work contemplated to be
performed by Engineer cannot be defined sufficiently at the time of execution
of this Agreement, and that incidental engineering work related to th~ project
and not covered in Exhibit "A" may be needed during performance of this
Agreement. It is intended that such categories of work be classified as
Special Engineering Services. Special engineering services may include,
but are not limited to, the following:
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l. Additional copies of contract drawings, specification and other
documents above the number specified to be furnished under Article I .A.
Planned Step 2 Engineering Services and handling and mailing of these
copies.
Offset printing and bLndlng of reduced plans and specifications.
The services shall also include the procurement and supervision
of subcontractor retained for this work.
3. Assistance, as requested, to Dlstr[ct as expert witness In arbitration
or litigation arising from the implementation of the project.
4. Provision of engineering services and/or the services of EngLneer's
attorney for the purpose of preparing documentation and presentations
Incident to any bid protest hearings including those In accordance
with 40 CFR 35.939.
5. Provide assistance to District during bidding. periods to include
distribution of plans and specifications, preparation and prlnting ofadde
attendance at a pre-btd conference, site tour and Equal Employment
Opportunity meeting, tabulation and analysis of results of bidding,
recommendations as to award of construction contract and consultation
to DIstrict prior to award of construction contract.
Plotting, computing and filing descriptions of easements and rights-
of-way.
7. Assistance to District in preparing of applications and requests for
aid from the state agencies and federal government for construction
grants . ·
8. Assistance to District In obtaining any pe~j~fts required by local,
state or federal governments.
9. Additional copies of operation and maintenance manuals above the num-
ber specified to be furnished 'under Article I .A. , Planned Step 2 Engineel
Services and handling and mailing of these copies.
10. Preparation and participation In hearings before the State ~Azater
Resources Control Board, the Environmental Protection Agency, or
other funding or regulatory agencies except as otherwise provided
· for in Article I.A, Planned Step 2 Engineering Services.
11. Additional engineering services required to Implement recommendations
of the Value Engineering (VE) analysis.
12. Designs prepared at the request of the DIstrict for alternative methods
of treatment or construction than those actually designed. These
designs do not Include minor changes In design follo~v[ng the
50 percent submittals, providing these minor changes do not conflict
~vlth the scope of design services described in Article I.A. , Planned
Step 2 Engineering Services.
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13. Assistance to DIstrict in preparing for and meeting with representatives
of the SWRCB to discuss Grant Eligibility for the Enc[na Phase II[
ProJect.
' 14. Detailed field verification of as-constructed condition~.
15. Assistance to District in updating the financial plan and revenue
program.
16. Assistance to District regarding institutional arrangements.
17. ProvIsion of additional services associated with the preparation
of additional contract documents for "fast tracking" part or parts
of the project.
18. Provision of engineering services to assist the District in applying
for a modification of the secondary treatment requirements.
19. Assistance to District in preparing the Construction !K4anagement
Plan required by the State Water Resources Control Board.
20. Assistance as necessary to the construction management consultant.
21. Consultation or other services on matters not otherwise provided
in this Agreement.
lI. Authorization, Progress and Completion
Specific authorization to proceed with the work described in Exhibit "A" shall
be granted in writing by the District. The Engineer shall not proceed with the work
without such authorization. Such authorization shall set forth the date of commence-
ment of the work and the schedule of progress and comp]etion. If the authorization
to proceed with the work described in Exhibit "A" occurs subsequent to September 30,
1978, it shall constitute an increase in scope of work and Engineer shall be entitled
to an appropriate increase in compensation.
For special engineering services, the authorization by the District shall be
in writing and shall include the definition of the work to be done, the schedule for
commencing and completing the work and the basis for compensation for the work.
III. Compensation
For the services described in Exhibit "A" which are to be performed by the
Engineer, the District agrees to pay, and the Engineer agrees to accept, compen-
sation in accordance with the schedules set forth in Exhibit "B" . Compensation
for special engineering services shah be as set forth in the written authorization
for special services or as specifically detailed in Exhibit "B".
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IV. Responsibility of Enqineer
The Engineer is employed to render a professional service only and any
payment made to it is compensation solely for such services as it may render and
recommendations it may make in the design of the project. The Engineer makes
no warranty, either expressed or implied, as to its findings, recommendations,
sp~_c. iftcatton__s_0r pr0f_e._s_s!o. nal advice other than they were promulgated after follow-
ing a practice usual to the engineering profession. The Engineer makes no warranty
or representation as to his ability to obtain or assist in the obtaining of grants as
contemplated herein other than Engineer will use his professional skills in attempting
to do so.
The Engineer shall indemnify and hold the District and all of its officers,
principals, agents and employees harmless from any liability for injuries to
persons or damage to property which arise from negligent acts by the Engineer in
performing services under this Agreement.
V. Inteqration
This Agreement represents the entire understanding of District and Engineer
as to those matters contained herein. No prior oral or written understanding shall
be of any force or effect with respect to those matters covered hereunder. This
Agreement may not be modified or altered except in writing signed by the party to be
charged.
VI. Ownership of Documents
Any plans, studies, sketches, drawings or specifications supplied, as
herein required, are the property of the District. In the 6vent this contract is
terminated, any documents, plans, specifications and drawings shall be delivered
forthwith to the District.
VII. Subcontracts
Engineer shall be entitled, to the extent determined appropriate by the
Engineer, to subcontract any portion of the work to be performed under this project.
Engineer shall negotiate and administer subcontracts in accordance with Provision
11 of Appendix C-1 to 40 CFR Part 35, Subpart E as published in the Federal Register
on December 29, 1976. The Engineer shall be responsible to the District for the
actions of persons and firms performing subcontract work.
At the time subcontracted services are anticipated, the Engineer shell notify
District of the nature of and need for such services and identify the proposed sub-
contracting firm. The Engineer must receive written approval from {he District prior
to utilization of any subcontractors.
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The Engineer is authorized by the District to subcontract work having a cost
which will not exceed 40 percent of the total amount of compensation due under this
Agreement. In the event Engineer desires to subcontract work having a cost in
excess of 40 percent, the work shall be subject to the approval of the District and
this Agreement shall be amended.
V~I. Dlshtct's Pro~ect Officer
The Distrlct's Project Officer, who shall be empowered to act for the District
in accordance with the provisions of this Agreement, where such acts are not con-
h-amy to law or District ordinance, shall be the General Manager of the Encina WaGer
Pollution Control Facility or as appointed by the District.
IX. EnqLneer's Proiect Officer
The Engineer's Project Officer, who shall be empowered to act for the Engineer
in accordance ~vith this Agreement in all matters relating to the technical administration
of services to be provided, shah be the Engtneer's duly appointed Project Manager for
the work. The Project Manager shall be ]v[r. Graham T. Fraser. In the event Mr.
Fraser, for any reason, cannot fulfill the duties of the Engineer's Project Manager,
the assignment shall be filled by either ~v~r. Donald R. Lee or Mr. A~ichael G. I{oover.
The Engineer shall notify .~h.e Di~tric.t., t.n..vyri.t. ir~g, ~.hen. gtrc..u.m.s.ta. nq.es.. require ~ny
such change in assignment. Other substitution other than those ind[vlduals
listed above shall only be with the prior written approval of the District.
X. EPA Requtred Terms and Conditions
The "Required Provisions - Consulting Engineering Agreements" as published
in the Federal Register dated December 29, 1976 as Appendix C-1 to Part 35 of Title
40 of the Code of Federal Regulations, are attached hereto and incorporated heretn
by reference as exhibit "C" .
Revisions to VSD-100
Certain of the provisions of this Agreement shall be deemed to supercede
and replace paragraphs E and F under Article I of Agreement VSD-100 dated July 13,
1973 and said paragraphs E and F are of no further force or effect.
XII. Revised Compensation
Any and all provisions in Agreement VSD-100 for compensation to Engineer
for services described in Article I paragraphs E and F of said VSD-100 are hereby
superceded and replaced by the provisions of this Agreement for Step 2 Engineering
Services.
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XIII. Effective Date
This Agreement shall be effective on and from the day and year first above
written.
IN W'ITNESS WHEREOF, we have hereunto set our hands and seals.
ATTEST: VISTA SANITATION DISTRICT
/~ean Brooks O'Brien,' Clerk BernTrd Rap Chairman
Approved by Resolution No. BROVVN AND CALDVV'ELL
a California Corporation
78-27 on June 7, 1978
By r
APPROVED AS TO FORM
Date
EXHIBIT "A"
PLANNED STEP 2 ENGINEERING SERVICES
The planned engineering services to be provided under this Agreement include:
(1) Preliminary Design Serqices and (2) Basic Step 2 Services.
A. Preliminary Desfqn Services
Preliminary design services are required to properly accomplish the basic
Step 2 services. The following prellmlnary design tasks shall be performed by
ling tneer:
Task 0 - Manaqement
Management of Preliminary Design Services Includes supervision
of project staff, review of engineering work by managerial level
engineers, and correspondence with DIstrict.
Task 1 - Procurement and SuDervlsfon of Subcontractors
Procurement and superv[slon of subcontractors Includes those
services necessary for the procurement of subcontractors for both
pr'ellminary design services and basic Step 2 services and supervision of
of subcontractors providing preliminary design services.
Task 2 - Geotechnical Investfqatton_~s
Geotechntcal Investigations over the treatment plant site will
be conducted by a qualified geotechnical consultant. The
investigations include test borlngs, soil analyses and founda-
tion exploration studies to obtain geotechnical data and
recommendations necessary for the project d~sign.
Task 3- Surveys
Surveying of the Encina ~VPGF site will be performed by qualified
surveyors. The work includes aerial and ground surveys, detailed
layout of existing facilities, establishment of ground control work
including lines and grades, base lines, monuments and topo~ilraphy
i~nd related office computations and drafting.
Task 4 - Preliminary Architectural
Preliminary architectural work includes architectural.services
necessary for the "10 percent design submittal" required by the
State Water Resources Control Board. The work includes consultation,
preparation of drawings for the 10 percent submittal and attendance
at meetings.
A-2
Task S - Corrosion Protection Study
Under this task, the project site conditions will be Investigated
and a letter report will be prepared to Identify the need to provide
a corrosion protection system for piping and appurtenances butted
in aggressive soils.
Task 6 - Preparation of Preliminary Deslqn Report
The work will consist of consultation to the District and preparation
of a report which will be an attachment to the Preliminary 10 Percent
Design Report (Task 7). The work is necessary because of changes
that have occu/red In the plant's discharge requirements, changes
tn technology and changes In costs, particularly energy costs, that
have occurred since the project report was written in early 1975.
In addition, several high maintenance areas have been identified in the
existing plant. These areas are to be evaluated to determine the cost-
effectiveness of retaining or replacing the equipment. The subtasks
to be performed by the Engineer are as follows:
1. Review of Bfoloqtcal Secondary Treatment Process. The revlew
will update the alternative analysis sect[on of the project
report with respect to the selection of blofiltratlon, activated
sludge and a relatively new biological process developed since
the project report, i.e. the Rotating Biological Contractors
(RBC's).
2. Reviev~ of Submerged Launders and AIr Skimming. Submerged
launders and air skimming were recommended for improved oil
and grease removal and for odor control. Recent changes in the
grease and oil discharge requirements and reported operating
difficulties with submerged launders warrants a review of the
need for these systems. The need to add helical skimmers to
tanks 1 and 2 and the modification of the helfca] skimmer in
tank 5 will be reviewed.
3. Review of Odor Control Systems. Odorous air collected from
the aerated grit tank, primary sedimentation tanks, all open
channels, the sludge dewaterjng building and from the bjofi]ters
Is recommended, in the project report, to be deodorized in bio-
logical scrubbing towers. Recent reported operating difficulties
with similar odor removal systems at other locations suggest
that a review of the effectiveness and utility of this system
compared with other odor removals systems be conducted. This
review is needed to insure the most effective system is provided
in view of recent cease and desist orders received by the plant
for odorous emissions.
4. Review of Screening and Screening I~andlinq Systems. The projecl
report recommends providing one new mechanically cleaned bar
screen and screenings grinding pump and the relocatlon of the
existing barscreen and grinding pump. Critical depth hydraulic
control sections are recommended to be provided downstream
of each screen to improve screen efficiency by reducing the
rate of flow through the screen. The screenings g~lnder pumps
discharge the ground screening back into the flow. This review
shall determine if the existing mechanically cleaned screen
should be replaced or repaired and also determine special fea-
tures to be incorporated in the specifications to reduce future
screen maintenance. The need for the proposed hydraulic
control sections downstream of the screens will also be reviewed.
The review wtll identify and evaluate systems for conveying the
screenings to a storage hopper for landfill disposal. Screen-
control alternatives wl]l also be evaluated.
5. Review of Grit Systems. The project report recommends utiliz-
Ing recessed impellet centrifugal pumps pumping to centrifugal
separators and final washing of the heavy fraction from the
centrifugal separator in a helical flight type grit washer. The
grft Is then discharged to a hopper for land fill disposal. The
review wilt identify and evaluate alternative grit removal,
separation, conveying and storage systems.
6. Primary Sludge Pumping Stud~,. The project report does not
address primary sludge pumping. Recent maintenance reports
indicate reduced sludge pump capacity and extremely high sludge
pump maintenance. The study will evaluate other types of
primary sludge pumping systems and determine if it is cost-
effective to replace the existing primary sludge pumps with new
lower maintenance pumps.
7. Sludqe Dewaterinq and Cake Handlinq Study. The project
report recommends the addition of a second centrtfuge at
9round level in the position reserved for it on the existing
centrifuge structure. The existing centrifuge is experiencing
high maintenance costs. This study will evaluate alternative
sludge alewatering techniques to determine the most cost-
effective sludge alewatering system for the Phase III expansion.
If centrifuges are found to be cost-effective the study will
determine if it is cost-effective to elevate both centrifuges to
eliminate the need for the conveyor belt systems.
8. Enerqy Conservation and Reclamation.St__udy: The project report
recommends the utilization of sludge gas as a fuel for engines
driving on-site power generators, the power so generated to be
used for operating other plant equipment. The project report
proposed to utilize the heat from the engines as a source of
heat for the plant anaerobic digestion process. The Study
will identify the best alternative for energy utilization in the
Encina WPCF. The study shall identify the amount of energy,
requlred under various discharge requirements and quantities
of sludge gas available under each treatment arrangement.
The following will be examined to determine 'the most cost-
effective energy and resource management alternative:
a. Full gas management, as proposed In the February
1975 Project Report.
b. Utilization of d|gester gas for digester heating only.
c. Sale of excess digester gas. -
d. Cogeneratlon, tn parallel with the electric utility.
e. Direct drive of selected plant loads using gas engines.
The study will include an evaluation of overall plant energy
and operating costs under each alternative and will Include
costs associated ~vith providing necessary standby power for
reliability as required by EPA regulations.
9. Biofilter Pumping Station Study. The project report recom-
mends four constant speed pumps be provided and variable
flows be accommodated by hydraulically varying the recycle
quantity to maintain a constant hydraulic load to the b~ofilters.
The variation in the recycle rate Is achieved by the action of a
weir and the limiting hydraulic capacity of the constant speed
pumps. Also, this system minimizes the size of the wet well.
The study will reviev~ and compare the cost and utility of this
control system with a system with four constant speed pumps,
two variable speed pumps and a wet well/dry well system.
10. Btoflocculation Stu~]y. The project report does not include a
btoflocculatlon stage bet~veen the biotowers and the secondary
sedimentatton tanks. The need for such a facility shall be
determined.
Task ? - Preparation of the Preliminary ] 0 Percent Design Report
The preparation of the Preliminary 10 Percent Design Report will
comply with the State ~Arater Resources Control Board Clean ~Arater
Grant Bulletin No. 26. The Preliminary Design Report, prepared
under Task 6, ~vlll be attached and made part of the Preliminary 10
Percent Design Report for presentation to the Value Engineering (V.E.)
team. The information to be prepared, assembled and presented shall
be as follows; process schematics, design criteria with suppo,'ting
calculations regarding process unit sizing, solids balance sheet
and preliminary service building floor plans.
A-S
Task 8 - Assist ;e Associated with V.E. Analy_ _
Assistance and consultation, as necessary, to the District and the
V.E. team by the Engineer before, during and following the conduct
of the V.E. analysis. This work includes the response to the
comments and recommendations in the value engineers report, and
final preparation of the "10 Percent Design Completion Level Submittal"
to the State Water Resources Control Board. Additional preliminary
design studies requtred as a result of V.E. analysis shall be considered
a Special Engineering Service.
Task 9 - Review Meetings
Preparation for,' travelling and attendance at meetings requested
by the Engineer or District to review the preliminary design services
described in the foregoing tasks. Review meetings will lnc]ude
3 trips to sewerage agencies within California and one trip outside
of California to review treatment processes and techniques applicable
to the design of the Ericinn Phase III Expansion.
B. Basic Step 2 Services
'The scope of work in the Basic Step 2 Services shall include (1) design tasks and
(2) the draft submittal of the Operations and Maintenance Manual for the Phase
Enlargement and Upgrading of the EncLna WPCF. The detailed scope of the Basic
Step 2 Services will be defined towards the end of the period scheduled for the
conduct of the preliminary design services.
C. Time Schedule
It is intended that the Preliminary Design Services under this agreement be
conducted and substantially completed to prepare a detailed scope of work for the
Basic Step 2 Services. Specific time schedule for reports to be provided under this
Agreement shall be as follows:
a. Preliminary 10 Percent Design Report. The 10 Percent Design Report for
use by the Value Engineering team shall be submitted to the District
within 100 calendar days following the Notice to Proceed. Up to fifteen
copies of the Preliminary 10 Percent Design Report shall be delivered to
the District.
b. 10 Percent Design Completion Level Submittal. The 10 Percent Design
Completion Level Submittal required by the State Water Resources Control
Board will be submitted to the District within 10 calendar days following
receipt of the Value Engineering Team's comments. This schedule shah
not apply if there are additional preliminary design studies required as a
result of the V.E. Analysis. Up to fifty copies 6f the 10 percent submittal
shall be delivered to the District. One unbound copy shall be delivered
to the District.
c. Basic Step 2 Services_. The 99 percent submittal of the design tasks will
be submitted to the District within 304 calendar days following Notice to
Proceed.
EXHIBIT "B"
COMPENSATION
A. Compensation
Compensation for services provided under Article I, "Scope of Engineering
Services" shall be tn accordance with the methods described in this Exhibit
and the specific amounts listed In Paragraph C. Compensation Schedule, or as
may be later mutually agreed to at the time of authorization,
Compensation for each authorized phase of the work or engineering service
shall be on the basts of: (1) firm fLxed-price, (2) cost reimbursement, (3) hourly -
rate or as may be later mutually agreed to at the time of authorization:
I. Firm Fixed-Price Basis
Compensation for each phase of the work or engineering service authorized
on a firm fixed-price basis shall be as listed In Paragraph 0, Compensation
Schedule, of this Exhibit or as may be mutually agreed upon at the time of
· authorization.
2- Cost Reimbursement Basis
Compensation for each phase of the work or engineering service
authorized on a cost reimbursement basis shall be the cost reimbursement
plus a fixed professional fee, as defined herein.
a. Cost Reimbursement
The cost reimbursement portion of the compensation shall be
the sum of direct labor costs, indirect costs and other direct costs,
as herein defined. The cost reimbursement for each designated
engineering service shall not exceed the cost ceiling listed in the
compensation schedule without formally amending this Agreement.
(1) Direct Labor Costs
Direct labor costs shall be the total number of hours worked
on the job by each employee times the regular rate for such
employee's labor category. Direct labor costs for principals, who
are defined as professional engineers assigned to the corporate
staff of Engineer, will be based upon the actual rate of pay for
those individuals. Direct labor rates shall be revised annually
for periods of October 1 through September 30 to generally reflect
relevant changes in the U.S. Department of Commerce Consumer
Price Index.
(2) Indirect Costs
Indirect costs shall be the product of all direct labor costs
multiplied by an overhead rate.
A billing overhead rate of 1.45 shall be used for interim
reimbursement purposes. The Engineer, as soon as possible
but not later than ninety (90) days after the expiration of his
fiscal year, or such othe~ period as may be mutually agreed
upon, shall submit to the District a proposed provisional over-
head rate or rates for that period based on the Englneer's actual
cost experience during that period, together with supporting
cost data. Negotiation of provisional overhead rates by the
Engineer and the District shall be undeFtaken as promptly as
practicable after receipt of the Engineer's proposal.
Allowability of costs and acceptability of cost allocatior~
methods shall be determined in accordance with the applicable
portions of the Federal Procurement Regulations, 41 CFR 1-15.4
as in effect on the date of this Agreement.
The results of each negotiation shall be set forth in an
amendment to this Agreement, which shall specify (1) the agreed
negotiated provisional rates (2) the bases to which the rates apply,
and (3) the periods for which the rates apply.
Pending establishment of negotiated provisional overhead
rates for any period, Engineer shall be reimbursed at billing
overhead rates as provided In the Agrement, subject to appro-
priate adjustment when the negotiated provisional rates for that
period are established. To prevent substantial over or under
payment, and to apply either retroactively or prospectively,
billing overhead rates may, at the request of either party, be
revised by mutual agreement. Any such revision of billing over-
head rates shall be set forth in an amendment to this Agreement.
Any failure by the parties to agree on any rates under this
clause shall be subject to the "Remedies" clause (Provision No. 6,
· Exhibit "C") of this Agreement.
Negotiated provisional overhead rates negotiated by the
parties to this Agreement shall be used to adjust all interim
billings as soon as such rates are established.
Negotiated provisional overhead rates shall be subject to
review and revision by the cognizant audit authority'designated
by the EPA Project Officer, and shall b~ adjusted either upward
or downward in accordance with EPA rulings following interim or
final audits. Indirect costs for cost reimbursement work under
this Agreement shall be the product of direct labor costs multi-
plied by the final audited overhead rate.
B-2
(3) Other Direct Costs
Other direct costs shall be billed at cost and shall include
the following:
ia) Services d [r~ctly applicable to the work such as computer
rental anc~ p~ugramming costs, special consultants,
borlngs, laboratory charges, commercial printing
and binding, and similar costs that are not applicable
to general overhead.
(b) Identifiable reproduction costs applicable to the wgrk
such as printing of drawings, photostating, multi-
lithtng, printing and similar costs.
(c) Identifiable communication expenses such as long
distance telephone, telegraph, cable, express
charges, and postage other than for general corre-
· spondence.
(d) Living and traveling expenses of employees when
away from home office on business connected with
work except for automobile travel which shall be
billed at the rate of 20 cents per mile.
(f) Subcontracted seFcices.
Costs described above shall be payable up to a cost ceiling
listed in the compensation schedule. In the event the entire scope
of work provided for undeF a cost reimbursement engineering service
is not completed within the cost ceiling established for such a
service, Engineer shall continue with all or any part of the %york
for which an amended cost ceiling is established, but not othersvise
b. Fixed Professional Fee
The fixed professional fee portion of the compensation shall be
the amount listed in the compensation schedule and it shall not be
increased except in the event there is an amendment to this Agreement
that increases the scope of work.
3. Hourly Rate Bas_i_s
Compensation for each phase of the work or engineering service authorize
on an hourly rate basis shall be the sum of direct salary costs and direct non-
salary costs, as herein defined.
B-3
a. DIrect Sa]aFy Cost
Direct saIaFy cost shall be the total number of hours worked on
the job by each employee times an hourly btlltng rate for such employee's
labor category. The hourly billing rate for each employee category shall
be the sum of: (1) the regular dlrect labor rate, (2) the Indirect costs
rate and (3) a professional fee rate. DIrect salary rates shall be
- revlsed annually for periods of October 1 through September 30 to
generally reflect relevant changes tn engineering salary costs and
relevant changes in engineering salary costs and relevant changes In
the U.G. Department of Commerce Consumer Price Index.
b. Direct Nonsalary Cost
Direct nonsalary cost shall be actual costs and shah include
the following:
(1) Services directly applicable to the work such as computer rental
and programming costs, specfat consultants, horfngs, ]sbora[ory
charges, commercial printing and binding, and similar
costs that are no~ applicable to general overhead.
(2) Identifiable reproduction costs applicable to the work such
a s printing or drawing s, photostating, multilithlng, printing
and similar costs.
(3) Identifiable communication expenses such as long distance
telephone, telegraph, cable, express charges, and postage
other than for general correspondence.
(4) Living and traveling expenses of employees when away
from home office on business connected with work except
for automobile travel which shall be billed at the rate of
20 cents per mile.
(5) Subcontracted services.
Compensation for any engineering service on an hourly rate bas~s
shall not exceed the pric~ ceiling listed in the compensation schedule
for given service, or if none is shown, shall not exceed the price
ceiling agreed to at the time of authorization of the service, without
approval by the District's Project Officer. In the event the entire scope
of work proxrided for under an hourly rate engineering service is not
completed within the cost ceiling established for such service, Engineer
shall continue with all or any part of the work for which an increased
cost ceiling is established, but not otherwise.
B-4
4. Limitation on Cost and Time
a. The estimated cost ceiling (for services authorized on a cost
reimbursement basis) and the price ceiling (for services authorized on an
hourly rate basis) given in Paragraph C of this Exhibit and the time for
completion given in the authorization will not be exceeded. The Engineer
agrees to use his best efforts to perform the work specified in Addcle I within
the estimated cost and time of completion. If, at any time, the Engineer has
reason to believe that the estimated cost ceiling or price ceiling will be
greater or substantially less than the ceilings indicated in Paragraph C, the
Engineer will notify the DIstrict in writing to that effect. The notification
will state the revised estimated cost ceiling or price ceiling for performance
of the services and, If applicable, the revised time for completion. Such
notification will be submitted to the District at the earliest possible date
and in no event later than 30 days prior to scheduled completion of the work.
b. The District shall not be obligated to reimburse the Engineer for
costs incurred in excess of the estimated cost ceiling or price ceiling set
forth in Paragraph C. The Engineer shall not be obligated to continue per-
formance under the agreement or otherwise [ncLLr costs in excess of the
estimated cost ceiling or price ceiling set forth in Paragraph C, unless and
until the District shall have notified the Engineer in writing that such esti-
mated cost ceiling or price ceiling has been increased and shah have,
specified in such notice a revised estimated cost ceiling or price ceiling
which shall thereupon constitute the estimated cost ceiling or price ceiling
for performance of this agreement.
c. If, after such notification, additional funds are not allotted by
the end of the period scheduled for completion, or an agreed date substituted
therefor, the District will, upon Mitten request by the Engineer, terminate
this agreement pursuant to the provisions of the termination clause. The
termination date shall be the originally scheduled completion date or an
agreed date substituted therefor. If the Engineer, in the exercise of his
reasonable judgment, estimates that the funds available will allow him to
continue to perform services covered in this agreement for a period extending
Beyond such date, he shall specify the later date in his request, and the
District, at his discretion may terminate this agreement at that later date.
d. Unless there is an agreed upon increase In the Scope of XVork from
that outlined in Exhibit A, Engineer agrees that the maximum cost ceiling
set forth in Paragraph C shall not be exceeded.
e. It is understood and agreed that time is of the essence in the
performance of this agreement, in that should the services agreed herein
to be performed by Engineer not be completed within the time set forth herein
from the State of California and the United States Government to the extent
~f 87-1/2 percent of the ultimate cost of Step 2 Design Services, resulting
in consequential damages to District.
It is understood and agreed that the District will provide timely
input and decisions to the Engineer regarding the work outlined In Exhibit A.
B-5
B. Payment of Compensation
Charges determined on the basis of this exhibit shall be billed monthly to
the District and payment in full by the District shall be made within a reasonable
period of time. Brief monthly progress reports shall be included with the Invoices
and shall Include a summary of activities related to progress of the project for the
Invoiced period. Monthly Invoices shall contain the following information for each
type of compensation:
1. Cost Reimbursement Basis
For the cost reimbursement portion of the compensation, Invoices shall
include the following: (1) each labor category and the total number of hours
worked by employees in that category, (2) direct labor rate and costs for
each labor category, (3) total indirect costs, and (4) each general category
of other direct costs. For the fixed professional fee port[on of the compen-
sation, invoices shall include the percent of the total fixed professional fee
to be paid each month in accordance with the tabulated amounts shown for
each engineering service listed in the compensation schedule.
2. Hourly Rate Basi__s
Invoices for engineering servlces authorized on an hourly rate basis
shall include the following: (1) each labor category and the total number of
hours worked by employees in that category, (2) the hourly billing rate and
costs for each labor category, and (3) each general category of other direct
costs.
C. Compensation Schedule
For each engineering service authorized under this Agreement, compensation
shall be in accordance with the applicable portions of this Agreement and the
following schedule:
1. Planned Enqineerinq Services
Compensation for the planned engineering services (Article I.A.)
shall be as follows:
a. PreI[minary Desiqn Services (Exhibit "A", Paraqraph A)
Basis of compensation: Cost Reimbursement
Estimated Cost ceiling $ 189,004
Fixed professional fee $ 21,772
Portion of ftxed professional
fee, payable monthly l/z]
Unless there is an agreed upon increase in the Scope of Work
from that outlined In Exhibit A, Paragraph A, Engineer agrees
that the maximum cost ceiling allowed shall be $ 218,000.
a. Basic Step 2 Services (Exhibit "A", Paraqraph B)
Compensation for these services shall be on a cost reimbursement
basis. The compensation shall be determined by mutual agreement
between District and Engineer prior to authorization.
2. Special Enqlneerinq Services
Compensation for special engineering services (Article I. Bo) shall be
agreed to at the time of authorization. An allowance of $ 200,000 shall be
established for such special engineering services as may be authorized by
the Distrfct's Project Officer in accordance with Article II. This allowance
shall not be increased without an amendment of this Agreement.
D(HIBIT "C"
RULES AND REGULATIONS
Title 40---Proted;on of Environment (,)The Englnee~ ~h~ll t>e re~?ortslSte foe
CHAPTER t--ENVIRONMENTAL the. profe:...Ioll~l qu.itty. ~hnlctl =cc~r~c~.
~OIECTION AGENCY UrneLy completion. and the c~dtn~tlon
[}~ 655-2] under ~ts a~reement. The ~tnetr
PAHT 3~STATE AND LOCAL ~lthou~ ad~Uon~l compe~s~Uo~.
ASSI~ANCE zevtH mn~ ermm. o:n1~ton~ or older de~clen-
· ~b3~reements Under Grants for Con- %c~orts 8Dd other ~ervlceL
struct;on of Treatment Works; Technical (b) ~e ~n~tneer ~h~lZ perform such pro-
~nder th~ ~r~ment, In b~dan~
(c) Appro~&l b~ the Owaer or DA or ·
IcE:OERAI. REGISiF. R, VOL. 41, NO. 251--WE[;'NESDAYo DECEMBER 29, 1976
C-1
RULES AND REGULATIONS
,'_' 7.s.~.toa ot t.h~ C,~aer. zr,j~de as preytried la ~r~p~ (c) or thb n~r.
t, :Rdn~ 6nd (2) aG 0pp0r~unl~ lot coG- p~rnSrRph (b) Or this cli~ sh~l Bp~t~. (d) ~o E~ln~r ~h~ll ro~o~ ~ the Owner
F~pl~ (~) through (c) ot ~hls cln~ff bl
FEDERAL REGISTER, VOL. 41, NO. 251~V~EDNESDAY, DECEh~,BE;~ 29, 1976
RULES AND REGULATIONS
services. selection procedurc,~ u~ccl, and {?) Suba~rccmcn~s nv~nrdc~ on the
negotiation mcthod~loxy ~k~cd. ~ ~e b~ls of review of ~ cos~ clcmcn~ s~n-
~ 35.937--~ ~r~>~;sl;on. c~sc~ where H 35.937-2. 35.937-3 ~nd ~ns~ry nnd s ccrtlfic~tlon of coznple~,
(s) Gr~ ~rc res~ns~ble for ncgo- 35.937~ ~ applicable, (it) U~c cost anti current and ~cura~ cost and prlcJng
ti~Uon ot their contmc~ for archt~c- pricing d~ta submired by the select~ data sh~ll be subJ~t ~ down~.ard
tu~l or cnglnccrlng ~c~lces. Coatmet engineer, (lID ~ certification of rcvlcw negotiation or r~oupmcnt of
procukcmcnt ~nclud~ng ncgo~ntton n~ay nnd ncccp~H~cc of the selected engincer's ~hcrc the Regional Ad~nlnlstra~r de-
bc performed by thc Krnntcc directly or cost or price. and (iv) a copy of the pro- tcrmln~ that soch certification wzo not
by nno~cr non-F~ctal govcrnmcn~l posed sub~grccmcnt document. ~c EPA b~scd on complete, current and accurate
body, person or arm rc~dncd for the Project OHlccr will review ~c complc~ cost ~d pricing d~ or not b~scd on
purpose. Contract ncgotlntfon.~ may in- subaRrccmcnt action and approve the co~ allowable under the aDpropria~
elude ~e services of tcchn~c~l, legal, 8nntce's compliance- with npproprln~ FPR cost prlnclpl~ (41 CFI~ 1-152 and
~udlt or othcr spcclul~ ~ the extent pzoccdurcs prior ~ award ot the sub- 1-154) at the Lime of award.
dccn~c~ approprinLc. n~=ccn~cnL ~c grnn~c shall be z~otl~cd ~ 3~.937-7 ProilL
=b) Ncf~ottaLions shall bc conduck'd 1,~ upon completion of review.
accordance ~'Rh tl~c principles of Pub. (c~ Cost reviews. (1) A review ot pro- The objective of negotiations shall he
L. 92-582, 40 U.S.C. 541-5~4 ~co nz ~o ~ v posed subagrccmcnL cos~ shall be made the exercise o[ sound bustn~s Judgment
known ~ the Brooks ~lll and lncorpo- by the graz~e, and good ndminisLr~ttvc practice lnclud-
i'ntcd in ~deral procuzcmcnt rc~ulatioz~ 12, As u ollHhnum. prol~scd subagree- ing the detcrmlnatton of a fair and ren-
aL 41 C~ 1~.10) or In accordance with mcnt cos~ ~hall bc preached In sum- sonable pro~ b~cd on the flrtn's
St~ or local procedures. m:H'y format prescribed by the Adminls- s~ption of risk and Input ~ ~1
sc~ The object of l~cgotlatlon5 with trn~r nnd shall be supporLcd by n cer~t- pcrformuncc Gad not merely Lhc nppll-
nny candld~ shall b~ ~ rcnch agree- fleaLion executed hy ~e sclcc~d engineer cation of ~ prcdc~rmh~cd pcrCCH~RC
mcnt On the provlsio~ of the proposed that proposed cos~ rcflcct complete. cur- f~ctor. For the purist of subn~rccmcnts
e0nts'ncL The gznntcc and the cnndidn~ tent and accurn~ cost and pricing dn~ undcr EPA gran~. proof is dc~ncd n~ the
~hn]l discuss, as ~ rainimp: ~pplicnble ~ the date of nntlcij~a~d net procce~ obtah~cd by dcducth~R nll
sl) The scope ~nd cxtcn~ 0f ~'ork aH~tl subagreement award. nllowablccos~ (directand lndirecD from
othcz esbcnLlnl requirement; (3~ In addition to the s~clflc tic- the price. (Bcc~sc Oils definition
z2z ldcntt~catlon of the personnel and men~ of cost, the cstlma~d amount of pro~c ~ b~sed on Fedcrnl pr~urcmcn~
facilities necc~a~ ~ accom~Hsh the profit shah be set forth scparn~ly In ~e principles, It may vary from O~c Brtn's
work wRhin the acquired time, Is~ch~dh~g cost summn~ for fixed price contrac~ dc~nltfon 0f profit for othcr Dutposu.)
~here needed. employment or addllionn] and a maximum totM dollar amount of ProRt on s suba~rccmcnt and each
pc~sonncl, 5ubco~tz'acting, joint ~cn- profit shall be set forth scparntcly ~ nmcndmcnt to a 5ubagrccmcnt under a
lures. c~.: the cost su~nmary for cost re,burst- grant should ~ subcleat ~ attract cngl-
~3, P~ovision o~ d~c acquired ~chnical zncnt contract. nccrs who poss~ ~len~ and skills n~-
cssary ~ the accompl~hmcnC of proJ~t
scrvlc~ h~ accordance ~'lth Tcgulntlo~ (4} More dc~Hcd cost dn~ th~n that objectives. Bad ~ stimulate e~clent
nnd critciin ~bll~hcd for the piuJ~'t: ~cqulrcd by the summary format m~y be
cxpc~itlo~ completion of the proJ~t.
~nd required by ~e grnn~c to substantln~ ~Vhere cost revicw ~ pcaformcd. the
,4, A fair as~d ~ c~onable price for the rc~son~blcnc~ of proposed ~ubagree- mate of prowl should be :cvlc'~'cd by the
the rc~uiscd ~ozk, ~ ~ dctczrnh~cd h~ meat cos~. Such detailed document- grantcensareallo~crclemcn~ofprlce.
accordance with the cost and profit co~- lion ~ normally r~utrcd by EPA 0nly
sldcrnOozu set for~ In il 35.93~-6 and when the sclcc~d engineer ~ unable ~
35.937-1. and pa}mcnt paovlslons. certify that the cost and prlc[n~ da~
~cd arc Complete. current and nccurate.
~ 3~.9~7~ ~,,-I ms,~ pr;t~ ,'~as-~,J,'r;,- EPA may. on a scl~tcd basis. perform
ra$ General ]~ ~ ~c )~c~' o~ EPA agrcczncnt. ~or~a]ly. n l~rovL~on~] over-
that the cos~ or price ol ~1 subagree- hcnd rntc will bc n~rccd u~on ~rlor
coz~dcrcd. For c~h subagrccmcnt ~n e~- (5~ App~oprla~ consldcrntlon should'
ten of SlO.0O0 b~t not grca~r thnn bc ~tvcn ~ ~ 30.710 of this subc~ap[er
~10O.000. g~n~es ~ha~ ~se ~c p~*e- which contains ~cncrn] co~t p~nclp]~
dures desca~ed in paragraph $cs of ~i~ which m~t be ~cd for the dctermlna-
sectran or 8n ~ivBlcnt pr~e~. Uon of the allowability of co~ under
{b) ~ub~rcc~ucnts o~er 3~OO.OOO. ~z* gr~nts. The cn~h~ccr's nct~nl co~L~. direct
each subagreement cxp~d to c~cccd ~nd lssdlrcct. nl]ownb]c for Fcdcrnl
~100.000. or for t~o sub~recmcn~ n'hic]~ tlc~p~tlon shall bc dc~r~[ncd In nccord-
a~gzcg~t~ anorc O~n SIO0.000 n~n,dcd nncc ~'ith the terms nnd condlHons o[
to nn engineer ~or work on one step. us* L~c subn~ ccrncnt this ~u~Dnrt and the
~hc~e zcncgotlntlon or an~cndmcnt of a cost principles Included In 41 C~ 1-15.2
suba~recmcnt wUl result In a contrac~ nz~d 1-15.4. Exagnp]~ of cos~ which arc
Dzicc In cxc~ ol $1OO.00O. or ~'hezc the. not allowable under those cost prince- '
8m~d~neBt Itself ~ tn cxcc~ of ~lo0.00~. pies Include. but arc not ]iml~d ~. ca-
the paovL~ion~ o[ th~ ~a~agznp~ ~b, tcrtnlnmcnt. Interest on borrowed capital
.~hall nPpb'. and bad dcb~s.
~1) The ca~didate,s, selected fur he- (G} The engineer shall have nn
gotintion shall submit to lhe gl no~e los counting system which accoun~ for
review su~eient cost nnd pricing dnla In nccord;tnce with gencr;tHy ncccpted
a~ dc~cx'ib~ in para~xaph .c) of th~ nccountlug prhsclplcs. This sy~ ~hnll
sectio~ ~ ennhle the grantee to ~:.c~- provide for the Identification. nccumuI~-
cos~ ~nd Bn~oun~ propped. ns~d thc unnllo~nblc project costs ~H~on~ DroJ-
allo~bility aBd eligibility of cost~ px0- ec~. Allowable project costs shall be
~2~ The Bpphc~tnt, grnn~e shall sub- {c~5~ of this sections. The engineer
mlt ~ the EPA Project O~ccr for review mu~t px'opo~e and account for cosa In ~
{1, documen~tlon of ~e public notice manner cons~tcnt with hla norm~fl