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-