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1988-0405_CAPO VALLEY WASTEWATER AUTHORITY_Services Agreement No. 1I I 1 CVW-WWF\SERVICEK.1 2 SERVICES AGREEMENT NO. 1 FOR 3 CAPISTRANO VALLEY WASTEWATER 4 AUTHORITY TREATMENT PLANT PHASE I 5 PROJECT SERVICES 6 THIS SERVICES AGREEMENT NO. 1 FOR CAPISTRANO VALLEY 7 WASTEWATER AUTHORITY TREATMENT PLANT PHASE I PROJECT SERVICES 8 (hereinafter, the "Services Agreement") is entered into as of 9 November 1, 1988 by and between the CAPISTRANO VALLEY WASTEWATER 10 AUTHORITY, a governmental entity formed pursuant to the 11 provisions of California Government Code Section 6500, et sea., 12 and operating under that certain written agreement entitled 13 "JOINT EXERCISE OF POWERS AGREEMENT," entered into as of April 5, 14 1988 by and between the CAPISTRANO BEACH SANITARY DISTRICT and 15 the CITY OF SAN JUAN CAPISTRANO (hereinafter referred to as the 16 "Authority"), and PARSONS MUNICIPAL SERVICES, INC., a California 17 corporation (hereinafter referred to as the "Parsons"). 18 RECITALS 19 A. On November 1, 1988, the Authority and Parsons entered 20 into that certain written agreement entitled "MASTER AGREEMENT 21 FOR WASTEWATER TREATMENT PROJECT ENGINEERING, DESIGN AND RELATED 22 SERVICES" (hereinafter referred to as the "Master Agreement," and 23 incorporated herein by this reference), setting forth the general 24 terms and conditions governing the performance of design, 25 engineering, construction management, and possibly construction, 26 operation and maintenance, and project financing assistance 27 services by Parsons in connection with the design, construction 0 0 1 and operation and maintenance of a wastewater treatment facility 2 with a rated capacity of approximately 6.3 million gallons per 3 day (hereinafter, the "Project") for and on behalf of the 4 Authority, if such services are requested by the Authority. 5 S. The Authority desires, and has determined, to enter into 6 this Services Agreement with Parsons for the provision of Phase 7 I Services by Parsons in connection with the Project, as such 8 Phase I Services are generally described in Paragraph 1.1 of the 9 Master Agreement, in accordance with the terms and conditions of 10 the Master Agreement and this Services Agreement. 11 C. Parsons desires to enter into this Services Agreement 12 for the provision of Phase I Services for and on behalf of the 13 Authority in accordance with the terms and conditions of the 14 Master Agreement and this Services Agreement. 15 EXECUTORY AGREEMENTS 16 NOW, THEREFORE, in consideration of the facts recited above 17 and the covenants, conditions and promises contained herein, the 18 parties mutually agree as follows: 19 1. Master Agreement Incorporated By Reference: Except as 20 expressly set forth in Section 10 of, and Exhibit 116" to, this 21 Services Agreement, each and every term, condition, covenant and 22 provision of the Master Agreement is incorporated herein by this 23 reference as though set forth in full herein, and each and every 24 such term, condition, covenant and provision in the Master 2 0 0 1 Agreement shall be binding upon the parties under, and govern the 2 performance of, this Services Agreement. 3 2. Scone of Work: The description of the Project Services 4 to be performed by Parsons under this Services Agreement is set 5 forth in the "Scope of Work" attached hereto as Exhibit "1" and 6 incorporated herein by this reference as though set forth in full 7 herein. Tasks or services other than those specifically 8 described in the Scope of Work attached hereto as Exhibit "1" 9 shall not be performed without prior written approval of the 10 Authority Representative. 11 3. Authority Representative: Pursuant to Paragraph 3.3 of 12 the Master Agreement, the Authority hereby designates Dennis A. 13 Erdman as the Authority Representative under this Services 14 Agreement. Communications by Parsons to the Authority 15 Representative shall be directed in person or by mail or 16 telephone, as follows: 17 Capistrano Valley Wastewater Authority 18 25753 Victoria Boulevard 19 P.O. Box 2008 20 Capistrano Beach, California 92624 21 (714) 496-9247 22 or such other address or telephone number as the Authority may 23 hereafter designate in writing to Parsons. The Authority 24 Representative may delegate any or all of his duties or powers to 25 a designee, provided that Parsons is furnished with written 26 notice of such delegation. In the performance of all Tasks and 27 services under this Services Agreement, Parsons shall report to 28 and receive instructions from the Authority Representative. 3 1 4. Organizational Chart: Each individual and/or entity 2 employed by or under contract to Parsons for the performance of 3 each specific Task or service described in the Scope of Services 4 attached hereto as Exhibit 111" is identified in the 5 "Organizational Chart" attached hereto as Exhibit 112" and 6 incorporated herein by this reference as though set forth in full 7 herein. Parsons shall not deviate from the assignment of any 8 employee or subcontractor performing Tasks or services under the 9 Organizational Chart without the prior written approval of the 10 Authority Representative. 11 5. Schedule of work: The Tasks and services to be 12 performed under this Services Agreement shall be performed in 13 accordance with the "Schedule of Work" attached hereto as Exhibit 14 113" and incorporated herein by this reference as though set forth 15 in full herein. 16 6. Notice to Proceed: Pursuant to Paragraph 2.1 of the 17 Master Agreement, Parsons shall not commence the performance of 18 any Tasks or services under this Services Agreement until the 19 Authority has issued a Notice to Proceed with respect to such 20 Tasks and services. 21 7. Time of Completion: Each Task must be performed within 22 the time limits set forth in the Schedule of Work attached hereto 23 as Exhibit 113," and all of the Tasks and services included in the 24 Scope of Work attached hereto as Exhibit 111" must be completed 25 within the time limit set forth in the Schedule of Work for the 26 entirety of the services to be performed hereunder. C! • 1 8. Budget and Cost Limitation: Unless otherwise approved 2 in writing by the Board of Directors of the Authority, Parsons 3 shall not receive compensation for any Task or service performed 4 under this Services Agreement in excess of the amount specified 5 for such Task or service in the "Budget" for this Services 6 Agreement, which Budget is attached hereto as Exhibit "4" and 7 incorporated herein by this, reference as though set forth in full 8 herein. The cost limitation for the performance of all Tasks and 9 services described in the Scope of Work attached hereto as 10 Exhibit "1" is the sum of One Hundred Fifty Thousand Dollars 11 ($150,000.00), and Parsons shall not receive compensation in 12 excess of such cost limitation for the performance of the 13 entirety of the Tasks and services described in the Scope of Work 14 unless approved in writing by the Board of Directors of the 15 Authority. 16 9. Compensation and Payment to Parsons: Parsons shall be 17 compensated for the performance of Tasks and services under this 18 Services Agreement pursuant to the provisions of Section Five of 19 the Master Agreement and the "Fee Schedule" attached hereto as 20 Exhibit 115" and incorporated herein by this reference as though 21 set forth in full herein, subject to the amounts for each such 22 Task or service set forth in the Budget attached hereto as 23 Exhibit -114" and the cost limitation specified in Section 8 of 24 this Services Agreement. The Authority and Parsons hereby 25 mutually and expressly agree that such compensation constitutes 26 full and adequate consideration for the performance by Parsons of !.7 0 0 1 all Tasks and services described in the Scope of Work under this 2 Services Agreement. 3 10. Special Provisions: The only provisions which alter, 4 modify or amend the provisions of the Master Services Agreement 5 are set forth in the "Special Provisions" attached hereto as 6 Exhibit "6" and incorporated herein by this reference as though 7 set forth in full herein. Except as specifically set forth in 8 the Special Provisions, all of the terms, conditions, promises 9 and provisions of the Master Agreement shall apply to and govern 10 this Services Agreement. The Special Provisions attached hereto 11 as Exhibit 116" have application to and govern this Services 12 Agreement only, and do not have the effect of, and are not 13 intended by the parties to have the effect of, altering, 14 modifying or amending any of the provisions of the Master 15 Agreement that govern any services agreements that have 16 previously been, or may in the future be, entered into between 17 the Authority and Parsons. 18 11. Integration. Construction and Amendment: This Services 19 Agreement, together with all of the applicable terms, conditions, 20 promises and provisions of the Master Agreement not modified, 21 altered or amended by the Special Provisions attached hereto as 22 Exhibit 116," represent the entire understanding of the Authority 23 and Parsons as to those matters contained herein, and no prior 24 oral or written understanding shall be of any force or effect 25 with respect to those matters covered by this Services Agreement 26 and the Master Agreement. This Services Agreement shall be C Ci 0 1 governed by the laws of the State of California and construed as 2 if drafted by both the Authority and Parsons. This Services 3 Agreement may not be modified, altered or amended except in 4 writing signed by both the Authority and Parsons. 5 IN WITNESS WHEREOF, the parties have executed this Services 6 Agreement as of the date first written above. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 CAPISTRANO VALLEY WASTEWATER AUTHO ' Pr ent ano>(� itY Secretary 7 PARSONS MUNICIPAL SERVICES, INC. �I' n low " t President 0 EXHIBIT "1" SCOPE OF SERVICES 0 Task No. 1 - Preliminary Design Subtask 1.1 - Project Meetings a. Attend project initiation meeting with the Authority to establish definitive summary of project design objectives including capacity, future expansion potential, reliability/redundancy requirements, odor control, aesthetic considerations and known or anticipated regulatory and environmental constraints. b. Meet with the Authority at approximately 2 week intervals. C. Prepare minutes of meetings, identifying action items and responsible parties. Distribute to all attendees. Subtask 1.2 - Data Analysis Analyze data on wastewater flows and characteristics. Subtask 1.3 - Process Selection a. Identify up to four candidate process systems including solids handling and disposal for evaluation including submerged biological contactors, biotowers, activated sludge and sequencing batch reactors. b. Review the candidate systems with the Authority. C. Prepare preliminary block flow diagram layouts and cost estimates for construction, operation and maintenance for each system. d. Evaluate each system with respect to cost, operability, odor potential, aesthetics, present worth, and other factors. e. Review process system evaluations with the Authority and obtain concurrence on recommended process. f. Prepare a draft Process Selection Report for the Authority's review. g. Meet with the Authority to discuss the draft Process Selection Report, incorporate the Authority's comments and prepare final Process Selection Report. -1- Subtask 1.4 - Prepare Basis of Design Report (BODR) a. Prepare a draft BODR for the Authority's review which will include: 1. Facility Plot Plan and layout showing initial construction and future expansions, paving, and circulation, and site access road to the Pacific Coast Highway. 2. Process Flow Diagram including flow and material balances. 3. Preliminary Process and Instrumentation Diagrams (P&ID's) and single line electric diagram and system operating descriptions. 4. Preliminary hydraulic profile. 5. Summary design criteria. 6. Design criteria, codes, and standards for civil, structural, architectural (including theme and building use definition and sizing), landscaping, electrical, HVAC/Plumbing, odor control, and instrumentation. 7. Staffing Requirements. 8. Construction Schedule. 9. Identification of long -lead equipment items. 10. Preliminary Rate and User Charge Analysis & Economic Proforma. li. Constructability Review. 12. Operability Review. b. Meet with the Authority to discuss the draft BODR. Incorporate the Authority's comments and prepare final BODR. Subtask 1.5 - Prepare Engineer's Cost Estimate Based upon BODR, prepare an Engineer's cost estimate as an appendix to the BODR. -2- 0 Deliverables for Task No. 1: Meeting Minutes Draft Process Selection Report Final Process Selection Report Draft BODR Final BODR Engineer's Construction Cost Estimate Copies As required 10 10 10 10 10 Task No. 2 - Site Topographical/Soils/Geotechnical Studies Subtask 2.1 - Site Topographic Survey Obtain a detailed topographic survey, including boundary survey, sufficient for design and construction of the facilities, including temporary construction areas and construction ingress and egress. Establish permanent benchmarks and furnish all original survey notes. Subtask 2.2 - Obtain Soils and Geotechnical Report Based on the preliminary layout in the Process Selection Report, obtain a soils and geotechnical report supplement for the design of the wastewater treatment facility and ancillary structures. The report shall address site seismicity and the potential for liquefaction and shall include recommendations for foundation and/or other design details to mitigate liquefaction. Deliverables for Task No. 2: Copies Soils and Geotechnical Report 10 Site Topographical Survey Reproducible Mylar Task No. 3 - Permit Identification 3.1 Identification of Permit Reouirements Identify all permit requirements, costs and schedule implications for construction and operation of wastewater treatment facility including, but not limited to, South Coast Air Quality Management District construction and operation permits, County of Orange Site Development/Coastal Development Permits, Corps of Engineers 404 Wetlands Permit, State of California Department of Fish and Game Stream Encroachment Permits, Railroad Grade -3- 0 Crossing, and Regional Water Quality Control Board NPDES Permit. 3.2 Meetings Meet with the Authority, agencies and others as needed, to discuss the permits, the schedule impacts and possible permit strategies. 3.3 Follow-on Tasks Additional follow-on tasks can be added in the future, based upon information obtained from a and b above. Deliverables for Task No. 3: Permit list, including the actions necessary to secure permits, and the cost and schedule. Task No. 4 - Guaranteed Maximum Price and Schedule Subtask 4.1 - Guaranteed Maximum Price Present a Guaranteed Maximum Price to design and construct the facilities as presented in the Basis of Design Report including the addition of equipment and instrumentation data sheets or other standards of quality. Subtask 4.2 - Guaranteed Schedule Present a Guaranteed Schedule for placing the facilities, as presented in the Basis of Design Report, in service within 25 months following the acceptance of the Basis of Design Report. Deliverables for Task No. 4: Guaranteed Maximum Price and Schedule Report 10 copies Task No. 5 - Public Information Program Subtask 5.1 - News -Media a. Preparation of fact sheet, news releases, photographs, and other materials that the media can use as background information or for direct publication. b. Meetings with reporters and editors to brief them on the project and to establish positive working relationships. -4- Subtask 5.2 - General Public (Direct) a. Preparation and mass mailing of newsletter explaining the need for and a description of the project; the schedule of activities; the cost, financing and impact on citizens (i.e. funding sources); and project benefits. This would be mailed to all residents and businesses in the City of San Juan Capistrano and Capistrano Beach Sanitary District. b. Subsequent newsletters should be considered, if serious opposition emerges, or if media relations activities fail to generate acceptable coverage. C. Meetings for interested persons, where the project can be explained using appropriate visual aids and handouts. Subtask 5.3 - Special Groups/Individuals a. Presentations to special groups, such as service clubs, chambers of commerce, politically or environmentally oriented groups, etc. The availability of presentations would be advertised via the newsletter and news releases. b. Direct mail letters or notices to neighboring residents, businesses, and key individuals advising them of impending construction or other activities of interest or potential impact (e.g. noise, traffic) to them. Subtask 5.4 - Governmental Liaison/Client Relations a. Attendance at Board of Directors and other pertinent meetings of CVWA to maintain Parsons' presence and assist with communications and maintain positive relationship. b. Attendance at Parsons staff meetings as appropriate to keep updated on project development and prepare for client interface such as Board of Directors meetings. C. Meetings with representatives of other agencies (e.g. South East Regional Reclamation Authority, County of Orange, Regional Water Quality Control Board) to establish and maintain positive relationships and assist with communications to and from Parsons. Deliverables for Task No. 5: In support of above activities, appropriate visual aids would be developed, such as slides, illustrations, and charts. In support of above activities, appropriate documents (such as letters, memos, and reports) would be developed as needed. As one example, submittals will be required during the permitting -5- 9 9 process. Meadows Consulting Group, Inc. will assist with the preparation of documents as required. In the case of mass produced, mass distributed documents, such as pamphlets, reproducible "masters" shall be produced, but the cost of reproduction and distribution of such documents shall be the Authority's. In all cases, prior to release of any information, the Authority's Representative shall grant prior approval. .N 0 Pi a a z c a w D w •a Ea U) Y i. a a C Ua N iC W W O D O c Vf NQ OZ a' O '70Q .wMQ .,� CO v {ANO ++ LOi Ga rn0 y �i EQ A p, o as Yw y� wQ c. aIx a c m N CQ aEX Na4f p, o O N N Y >4 .w 6 U U U O ++ k w ++ h U moz oaw • •.� O ca '7 Ow .r A W O w a. fpi N a 0 ,S o m a s, x N .. I c x U X a c w +4 d! A •M Y w Z C7 O O +7 Y bi w C Y c Q A w a u a N w � a ti w Z O z Y U N+3 In NY o h w •n 00 ..� X p c w , I I c 'O Ai,o•�Y 43 h o y tEoLL w0.' vii w IP A m .� a�w a a a a z c a w D w •a Ea U) Y i. a a 0 EXHIBIT "3" SCHEDULE OF WORK Parsons shall complete all of the Tasks (Nos. 1-5) and the subtasks related thereto within ninety (90) days from the later of the date of execution hereof or the date the Authority has issued to Parsons a written notice to proceed with the Services hereof. 1] EXHIBIT "4" BUDGET Task No. 1 - $69,000 Lump Sum. 0 Task No. 2 - Parsons' actual subcontractor costs plus ten percent (10%) with an estimated cost of $10,000 for subtask 1 and $20,000 for Subtask 2. Task No. 3 - Time -and -expense up to a maximum of $7,000 in accordance with Exhibit 115". Task No. 4 - $18,000 Lump Sum. Task No. 5 - Time -and -expense up to a maximum of $10,000 in accordance with Exhibit 115". • EXHIBIT "5" FEE SCHEDULE E Applicable to Services Furnished on a Per Hour Basis Classiciation ENGINEERS AND SCIENTISTS Principal Engineer or Scientist I .............. Principal Engineer or Scientist II ............. Supervising Engineer or Scientist I ............ Supervising Engineer or Scientist II ........... Senior Engineer or Scientist I ................. Senior Engineer or Scientist II ................ Staff Engineer or Scientist I .................. Staff Engineer or Scientist II ................ Associate Engineer or Scientist I .............. Associate Engineer or Scientist II ............. TECHNICAL AND SUPPORT SPECIALISTS Billing Rate $99.00/hr $88.00 $76.00 $67.00 $59.00 $51.00 $46.00 $41.00 $36.00 $32.00 Supervising Specialist ......................... $63.00 Senior Specialist I ............................ $53.00 Senior Specialist II ........................... $42.00 Specialist I ................................... $32.00 Specialist II .................................. $25.00 Specialist III ................................. $18.00 PROGRAM MANAGEMENT Project Development Manager .................... $82.00 Principal Contracts Administrator .............. $70.00 Classification is not necessarily indicative of function performed. The above Standard Schedule of Compensation includes salary costs, ordinary overhead and profit. Applicable expenses for travel and subsistence, incidental out-of-pocket costs, communications, report preparation, printing, outside services, etc., are reimbursable at invoice cost plus 10%. Regular mileage is reimbursed at twenty-two (22.0) cents per mile. Specialized vehicles will be at negotiated rates. For services furnished by Senior Officers on direct assignments, such as special consultation, expert witness, etc., per day or per hour compensation may be negotiated. 0 EXHIBIT "6" SPECIAL PROVISIONS General 1. For the purposes of Sections 3.7 and 3.8.1 0£ the Master Agreement, a "timely review" shall be defined as five (5) working days. With respect to Task No. 2, unless waived in writing by the Authority Representative, Parsons shall require the Contractor(s) performing the work described in Task No. 2 to procure and maintain at all times Professional Liability insurance with a minimum amount of $1,000,000 per occurrence. With respect to Task No. 4: a. The Guaranteed Maximum Price and Schedule will be made subject to the criteria, standards, scope, and conditions presented in the Basis of Design Report. b. The Guaranteed Maximum Price will be inclusive of Parsons' costs for: (1) all engineering, design, and planning for construction of the facilities; (2) the costs of securing regulatory approvals necessary or appropriate for construction of the facilities; (3) the cost of furnishing financing assistance; (4) the costs of managing the construction and procurement associated with the facilities; (5) the costs of constructing the facilities; (6) the costs of inspecting the facilities; (7) the costs of equipping the facilities; (8) the costs of starting up the facilities and the first 12 months operation of the facilities; and (9) Parsons' fees for providing the Guaranteed Maximum Price. C. The Guaranteed Maximum Price will not include any "soft" costs associated with the financing, the cost of money, credit support, debt service reserve, or construction period interest, or any direct costs incurred by the Authority itself. d. The Guaranteed Maximum Price and Schedule are further subject to the following: The Authority's influent wastewater quality will be consistent with the wastewater characteristics set forth in the Basis of Design Report (BODR). 2. The effluent quality requirements will not be more restrictive than those prevailing at the Effective date of this Services Agreement unless changed by QAC 0 mutual consent during development of the BODR, and as evidenced in the BODR. 3. Subsurface conditions will substantially conform with the information contained in the soils and geotechnical report, prepared pursuant to Task No. 2. 4. The Authority will exercise diligence in the performance of acts set forth in the Basis of Design Report and Permitting Plan and will not unreasonably withhold performance of such acts. 5. The absence of force majeure events. -2-