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1988-1101_PARSONS MUNICIPAL SERVICES_Master Agreement MASTER AGREEMENT FOR WASTEWATER TREATMENT PROJECT ENGINEERING, DESIGN AND RELATED SERVICES ENTERED INTO BY AND BETWEEN THE CAPISTRANO VALLEY WASTEWATER AUTHORITY AND PARSONS MUNICIPAL SERVICES, INC. November 1, 1988 CVW-WWF\MSTRTOC. 6 TABLE OF CONTENTS section Page REFERENCES TO DEFINED TERMS iv RECITALS 1 SECTION ONE: SCOPE OF PROJECT SERVICES 4 1. 1 Phase I Services 5 1. 2 Phase 11 Services 5 1. 3 Phase III Services 5 1. 4 Phase IV Services 6 1. 5 Phase V Services 6 SECTION TWO: AUTHORIZATION FOR PROJECT SERVICES 7 2 . 1 Services Agreements 7 2 . 2 Contents of Services Agreements 7 2 . 3 Authority ' s Discretion Reserved 9 SECTION THREE: PROSECUTION AND PROGRESS 9 3 . 1 Notice to Proceed 9 3 . 2 Changes in Parsons ' Personnel 10 3 . 3 Designation of Authority Representative 10 3 . 4 Warranty of Quality 10 3 . 5 Access to Authority' s Property and Records 11 3 . 6 Independent Inspection of Services 11 3 . 7 Transmission and Review of Deliverables 12 3 .8 Permits and Entitlements 12 3 . 9 Project to be Designed for Competitive Bidding 14 3 . 10 Timeliness of Performance 14 3 . 11 Liquidated Damages and Incentive Bonuses 15 3 . 12 Force Majeure 15 3 . 13 Cooperation with Adjacent Land Uses 16 3 . 14 Authority' s Consideration of Parsons ' Recommendations 16 SECTION FOUR: CHANGES IN SERVICES 18 4 . 1 Changed and Additional Services i8 4 . 2 Changes Initiated by the Authority 19 4 . 3 Changes Initiated by Parsons 19 4 .4 Notification of Increases in Estimated Construction Costs 19 4 . 5 Changes Resulting from Negligent Services 21 SECTION FIVE: COMPENSATION TO PARSONS 21 5. 1 Methods of Compensation 21 5. 2 Contents of Invoices 23 5 . 3 Review and Payment of Invoices 25 5.4 Notification of Potential Cost Overruns 26 5. 5 Maintenance and Inspection of Parsons ' Records 27 5 . 6 Audit of Parsons ' Records 27 5. 7 Correction of Overpayments 28 5 . 8 Authority' s Responsibility for Payment for Parsons ' Services 28 5.9 Parsons ' Rights Upon Nonpayment by the Authority 29 SECTION SIX: LEGAL RELATIONS AND RESPONSIBILITIES 30 6 . 1 Parsons as Independent Contractor 30 6 .2 Prohibition Against Assignment 30 6 . 3 Authority's Approval of Subcontractors 32 6 . 4 Compliance with Laws 32 6. 5 Compliance with IRCA 33 6. 6 Discrimination Prohibited 33 6. 7 Conflict of Interest Prohibited 33 6. 8 Patent Indemnity 34 6 . 9 Authority's Ownership of Work Product 36 6 . 10 Suspension of Services 36 6. 11 Termination of Services Without Cause 39 6 . 12 Termination of Services For Cause 40 6 . 13 Enforcement of Rights Under Agreement 41 SECTION SEVEN: INSURANCE AND INDEMNIFICATION 42 7 . 1 Requirement of Insurance 42 7 . 2 Types of Insurance Required 42 7 . 3 Indemnification by Parsons 46 7 .4 Indemnification by Authority 48 7 . 5 Consequential Damages 49 ii SECTION EIGHT: MISCELLANEOUS 49 8 . 1 Notices 49 8 . 2 Warranty of Authority 50 8 . 3 Waiver of Breach 51 8. 4 Order of Precedence 51 8. 5 Integration, Construction and .Amendment 52 8 . 6 Headings 52 8 . 7 Successors 53 EXHIBITS Authority' s RFP Exhibit "All Parsons ' Proposal Exhibit "B" iii REFERENCES TO DEFINED TERMS Term pane Authority 1 Authority Representative 10 Budget 8 Equipment 34 Fee Schedule 9 Master Agreement 1 Organizational Chart 8 overdue payment 29 Parsons 1 Phase I Services 5 Phase II Services 5 Phase III Services 5 Phase IV Services 6 Phase V Services 6 Project 2 Project Facilities 2 Project Permits 12 Project Services 3 Proposal 2 RFP 2 Schedule of Work 8 Scope of Work 8 Services Agreement 7 Task 8 iv CVW-WWF\MSTRAGRE. 6 MASTER AGREEMENT FOR WASTEWATER TREATMENT PROJECT ENGINEERING, DESIGN AND RELATED SERVICES THIS MASTER AGREEMENT FOR PROJECT ENGINEERING, DESIGN AND RELATED SERVICES (hereinafter, the "Master Agreement#°) is entered into as of November 1, 1988 by and between the CAPISTRANO VALLEY WASTEWATER AUTHORITY, a governmental entity formed pursuant to the provisions of California Government Code Section 6500, et se . , and operating under that certain written agreement entitled "JOINT EXERCISE OF POWERS AGREEMENT, " entered into as of April 5, 1988 by and between the CAPISTRANO BEACH SANITARY DISTRICT and the CITY OF SAN JUAN CAPISTRANO (hereinafter referred to as the "Authority") , and PARSONS MUNICIPAL SERVICES, INC. , a California corporation (hereinafter referred to as "Parsonst1) . R E C I T A L S A. The Authority is a joint exercise of powers authority created for the purposes, among others, of planning for, constructing and operating a wastewater treatment facility to serve the wastewater treatment and disposal needs of its member agencies and the residents and wastewater generators within their respective boundaries. B. Parsons is a wholly owned subsidiary of The Parsons Corporation . Parsons provides , through itself and its affiliates, multi-disciplinary engineering, construction and operations services, and has extensive experience and expertise in the . engineering, design, management of construction, construction, operation and maintenance of, and project financing assistance for, wastewater treatment facilities. C. The Authority issued a Request for Proposals on July 5, 1988, a copy of which is attached hereto as Exhibit "A" but not made a part hereof (hereinafter, the "RFP") , seeking proposals from qualified entities for the engineering, design, construction management, and possibly construction, operation and maintenance of, and project financing assistance for, a wastewater treatment facility on land to be acquired by the Authority in 'Capistrano Beach, California, which wastewater treatment facility will provide preliminary, primary and secondary wastewater treatment with a rated average daily dry weather flow capacity of approximately six million three hundred thousand (6, 300, 000) gallons per day (the engineering, design, construction, construction management, operation and maintenance of, and project financing assistance for, the above described wastewater treatment facility is hereinafter referred to as "the Project, " and the above-described wastewater treatment facility is hereinafter referred to as the "Project Facilities") . D. On or about August 9 , 1588 , Parsons submitted its written proposal in response to the RFP, which written proposal was supplemented by a Letter Addendum dated October 11, 1988 (such written proposal and addendum are hereinafter collectively referred to as the "Proposal, " and a copy of the Proposal is 2 attached hereto as Exhibit IIB" and incorporated herein by this reference) . The parties mutually understand and agree that the Proposal contains numerous alternatives relating to the Project, and that the preferred alternatives will be selected after review and analysis and incorporated in specific Services Agreements. The Proposal will be referred to by the parties in good faith to guide in the preparation of the various Services Agreements to be entered into between the parties. E. After reviewing all of the proposals submitted in response to the RFP, and conducting interviews with selected proposers on August 30, 1988 , the Board of Directors of the Authority determined on August 30, 1988 that the Proposal submitted by Parsons was the most responsive to the RFP, and authorized further negotiations with Parsons for the execution of an Agreement for the provision of engineering, design, construction management under either a conventional or fast-track engineer/contractor approach, and possibly construction, operations and maintenance and project financing assistance with respect to the Project (such services are hereinafter referred to as "Project Services") . F. The Authority and Parsons mutually desire to enter into this Master Agreement, setting forth the contractual framework by which Parsons " may perform engineering, design, construction management, and possibly construction, operation and maintenance and project financing assistance with respect to the Project. 3 EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the c6venants, conditions. and promises contained herein, the parties hereto mutually agree as follows: SECTION ONE: SCOPE OF PROJECT SERVICES The Project Services potentially included within the scope of this Master Agreement include, but are not limited to, preliminary engineering services as set forth in Paragraph 1. 1 (hereinafter, the "Phase I Services") , design engineering services as set forth in Paragraph 1. 2 (hereinafter, the "Phase II Services") , construction management and coordination services as set forth in Paragraph 1. 3 (hereinafter, the "Phase III Services") , construction of the Project Facilities under either a conventional or fast track engineer/contractor approach as set forth in Paragraph 1. 4 (hereinafter, the "Phase IV Services") , Project Facilities operation and maintenance services as set forth in Paragraph 1. 5 (hereinafter, the "Phase V Services11) , and project financing assistance as may be agreed between the parties. The parties hereto expressly understand and agree that this Master Agreement does not itself authorize the performance by Parsons of any of the Project Services, and that the authorization to perform any or all of the Project Services shall only be granted by the execution of Services Agreements in accordance with Section Two hereinbelow. 4 1. 1 Phase I Services: The Phase I Services shall comprise preliminary Project engineering services culminating in an approximately ten percent (100) design of the Project Facilities, based upon a treatment process which will reliably and cost effectively provide the wastewater with the required treatment to meet discharge requirements imposed on the Project. 1. 2 Phase II Services: The Phase II Services shall comprise design engineering culminating in the development of final plans and specifications for the proposed Project Facilities, or the commencement of fast track design and construction services a: described in Section 4 of Exhibit and related permitting services. 1. 3 Phase III Services: The Phase III Services shall include responsibility for all construction management and resident engineering of the Project Facilities to assist the Authority in achieving completion of the construction in compliance with the approved plans and specifications and within the time schedule and construction budget established by the .Authority. The Authority shall have full access to the site of the construction of the Project Facilities at all times during its construction to observe construction and review compliance with the approved plans and specifications. As part of the Phase III Services, project record drawings and a complete operations and maintenance manual for the Project Facilities shall be prepared. 5 1. 4 Phase IV Services: The Phase IV Services comprise the actual construction of the Project Facilities in compliance with the approved plans and specifications therefor. In this regard, Parsons expressly acknowledges and understands that the Authority shall solicit competitive construction bids from Parsons and other selected responsible contractors familiar with and experienced in the construction, operation and maintenance of wastewater facilities, and that the contract for the construction of the Project Facilities shall be awarded to the lowest responsible bidder as determined by the Board of Directors of the Authority, or as otherwise provided in Section 4 of Exhibit "B" . Parsons will be awarded the construction contract if the Authority determines that the bid submitted by Parsons is the lowest responsible bid for the construction of the Project Facilities. The Phase IV Services shall not be considered completed until the Board of Directors of the Authority formally accepts the construction of the Project Facilities as complete. 1. 5 Phase V Services: The Phase V Services include the responsibility for the operation and maintenance of the completed Project Facilities for a period of up to five (5) years from the date of the Authority' s formal acceptance of the Project Facilities as complete. The consideration to be paid by the Authority for the Phase V Services shall be based upon the cost of treatment and disposal of the wastewater delivered to the Project Facilities, at a fixed price or prices per unit volume, as agreed to between the parties, or as otherwise provided in the 6 specific Services Agreement entered into between the parties relating to the operation and maintenance of the Project Facilities. Parsons expressly understands and acknowledges that, during the period of the Phase V Services, the Authority shall have the option to negotiate with Parsons for a change order for Parsons ' assistance to the Authority in procuring the Authority's own operations and maintenance staff, and for training of such staff. SECTION TWO: AUTHORIZATION FOR PROJECT SERVICES 2 . 1 Services Agreements: The Authority shall authorize the performance of each Phase of the Project Services by the approval and execution of a separate agreement for each such Phase (hereinafter, the "Services Agreement") . Parsons shall not commence the performance of any work or services under any Phase of the Project services unless or until a services Agreement has been executed by and between the Authority and Parsons for such Phase, and the Authority has issued to Parsons a written notice to proceed with work under such Phase. 2 . 2 Contents of Services Agreements: Each Services Agreement to be entered into between the Authority and Parsons for a Phase of the Project Services shall incorporate by reference the terms, conditions and provisions of this Master Agreement, and, unless otherwise modified by specific Services Agreements, shall include, but not be limited to, the following: 7 2 . 2 . 1 A detailed "Scope of Work, 1° subdividing the Project Services to be performed under the Service Agreement into discrete components (hereinafter, the "Tasks") . The Scope of Work shall specify, for each Task, the services to be performed, the product (if any) to be furnished to the Authority upon completion of the Task, and the budgeted cost of each such Task. 2 . 2 .2 A detailed "Schedule of Work, " correlated to the Scope of Work. The Schedule of Work shall indicate both the date of commencement and completion of all of the services to be performed under the Services Agreement, the completion date for the performance of each Task to be specified in the Scope of Work, and the period of time and/or completion date by which the Authority must complete its review of submittals and other work product transmitted by Parsons. 2 . 2 . 3 An "Organizational Chart, " identifying and designating the individuals employed by or under contract to Parsons who shall be responsible for the various Tasks to be performed under the Services Agreement, including but not limited to Parsons' Principal in charge, Project Manager or Project Engineer, and all subcontractors performing principal portions of the work under the Services Agreement. 2 . 2 . 4 A 1°Budget" for the services to be performed under the Services Agreement, which shall include a total cost limitation consistent with the aggregation of costs contained in the Scope of Work, and the compensation, to be 8 paid to Parsons and principal subcontractors and suppliers for the performance of each Task in the Scope of Work. 2 . 2 . 5 A "Fee Schedule" setting forth the hourly or unit rates or lump sum amounts to be paid by the Authority for the performance of services by Parsons' employees, principal subcontractors and suppliers, or other such method of compensation established in the Services Agreements. 2 . 3 Authority' s Discretion Reserved: Notwithstanding any other provision of this Master Agreement or any Services Agreement to be entered into between the Authority and Parsons, the Board of Directors of the Authority at all tames reserves to itself the sole discretion whether to enter into any Services Agreements with Parsons, whether to negotiate with any other engineer or contractor for the performance of any of the Phases of Services described in Section one hereinabove, to terminate any Services Agreement and/or this Master Agreement in accordance with Paragraphs 6. 11. or 6. 12 below, to abandon this Project, and to make determinations with regard to the Project and Project Services in the best interests of the Authority. The parties recognize that warranties and binding estimates that may be provided by Parsons may be contingent upon the award to and performance by Parsons of subsequent Phases of the Project. SECTION THREE: PROSECUTION AND PROGRESS 3 . 1 Notice to Proceed: Parsons shall not commence the performance of any Tasks pursuant to any Services Agreement 9 executed by the Authority and Parsons hereunder until directed in writing by the Authority to proceed with such Task. Parsons shall perform the Tasks set forth in each Services Agreement hereunder in accordance with the Schedule of Work in each such Services Agreement. 3 .2 Changes in Parsons„' _Personnel : Parsons shall not change Parsons' Principal in Charge, Project Manager, Project Engineer, or principal subcontractors designated in the organizational Chart included within any approved Services Agreement, nor shall Parsons make significant changes in labor arrangements or in any associations, partnerships or joint ventures which are required to accomplish any portion of the Project Services under any Services Agreement, without the prior written consent of the Authority. 3 . 3 Desi nation of Authority Representative: The Authority shall designate an "Authority Representative” to administer and act as the representative of the Authority under each services Agreement entered into between the Authority and Parsons hereunder, and shall provide written notice to Parsons of the designation or change of any Authority Representative. 3 . 4 Warranty of Quality: Parsons expressly declares and warrants that all Tasks and Project Services to be rendered to the Authority by Parsons pursuant to this Master Agreement and all Services Agreements executed hereunder shall be performed in accordance with the standards customarily provided by an experienced and competent professional engineering organization 10 rendering the same or similar services in accordance with industry standards in the Southern California area. Where approval by the Authority, its Board of Directors, Authority Representative or any other representative of the Authority is indicated under this Master Agreement or any Services Agreement executed hereunder, it is understood to be conceptual approval only, and does not relieve Parsons of its responsibility for complying with all laws, codes and industry standards or of Parsons ' liability for damages caused by errors, omissions or non-compliance with industry standards on the part of Parsons or any of its subcontractors performing Project Services. 3 . 5 Access to Authority's Property and Records: The Authority shall allow Parsons access at all reasonable times to all Authority facilities, lands, rights of way and easements, and to all maps, studies, and other data and documents in the possession of the Authority which are necessary in the performance of any Project Services by Parsons. Parsons shall be responsible for actual research and out-of-pocket costs for reproducing any maps, improvement drawings, reproductions, or any other records or documents necessary for the performance of any Project Services, and shall be reimbursed for such costs by the Authority pursuant to Section Five hereinbelow. 3 . 6 Independent Inspection of Services: The Authority reserves the right, in its sole discretion, to employ, at its own expense, any or all consultants , engineers, estimators, inspectors, testing laboratories or other personnel as it deems 11 necessary to review the Project Services performed by Parsons on behalf of the Authority. 3 . 7 Transmission and Review of Deliverables: Parsons shall transmit to the Authority for its review all submittals and documentation required under any Services Agreements in a timely manner as defined in each Services Agreement and in accordance with the Schedule of Work established in any such Services Agreement. Unless otherwise directed in writing by the Authority Representative, no submittal shall be transmitted to the Authority for its review and comments unless such submittal is complete. The Authority shall timely review and comment upon all documents and submittals transmitted to it by Parsons, and the Authority shall provide Parsons with written comments on and notifications of approval with respect to all submittals or documents transmitted to the Authority by Parsons in connection with any Project Services. Any delay in the timely review by the Authority shall be reflected in a commensurate extension of the period of performance by Parsons as specified in the Services Agreement. 3 . 8 Permits and Entitlements; All permits, entitlement and approvals required by any Federal, State or local governmental agency for the construction or operation of the Project Facilities (hereinafter, the t°Project Permits1 ) shall be in the name of the Authority, and Parsons shall serve as the agent of the Authority for the preparation and submittal of all 12 applications for and all supporting documentation relating to such Project Permits. In this regard: 3 .8 . 1 Parsons shall submit to the Authority for its timely review and approval all applications, submittals and supporting documentation relating to all Project Permits prior to their transmittal to the governmental agency or entity having jurisdiction over the Project Permit; and Parsons shall provide the Authority with copies of all correspondence relating to the Project Permits in a timely manner. 3 . 8 . 2 Parsons shall apply for and process the Project. Permits in an expeditious and timely manner. 3 . 8 . 3 The Authority shall provide assistance to Parsons in the application for and processing of the Project Permits when necessary or as desired by the Authority; provided, however, that the parties mutually understand that Parsons has the principal and primary responsibility for obtaining issuance of all Project Permits, and that the cost of such Project Permits shall be borne by the Authority. 3 . 8 . 4 Parsons shall. provide the Authority with reasonable advance notice of all conferences or meetings relating to all Project Permits which are conducted with or attended by the governmental agencies or entities having jurisdiction over such Project Permits; and the Authority shall have the right, but shall not be required, to attend any such conferences or meetings unless the attendance of the 13 Authority is required by the agency issuing the permit or approval . 3 .8. 5 The parties mutually acknowledge and understand that Parsons cannot ensure the issuance of any permit or approval, or the nature or extent of conditions to such permits or approvals, but Parsons shall use its best efforts to obtain those permits and approvals that .may be required for the construction and operation of the Project. 3 .9 Pro `ect to be Designed for Competitive Bidding: Parsons shall prepare all proposed treatment processes, plans and specifications required or recommended under this Master Agreement or any Services Agreement executed hereunder to allow for competitive bidding for construction. 3 . 14 Timeliness of Performance: Parsons expressly understands and acknowledges that time is of the essence in this Master Agreement and in each and every Services Agreement to be executed between the parties hereunder. Parsons shall proceed with the performance of each Task under each Services Agreement immediately after receiving written notice from the Authority to proceed with such Task, and shall diligently proceed with the performance of such Task and complete each Task within the time set forth in the Schedule of Work contained in the applicable Services Agreement. Parsons shall notify the Authority, in writing, immediately upon discovering any potential event or circumstance which, in Parsons ' best judgment as professional engineers, will likely result in a delayed completion of any Task 14 to be performed by Parsons, and Parsons shall provide in such notice both a time estimate for such delay and a full description and explanation for the delay. 3 . 31 Liquidated Damages and Incentive Bonuses: It is presently contemplated that neither liquidated damages nor incentive bonus payments will be assessed or awarded in any of the Phases of Project Services. However, in the event that the Authority is required by a duly constituted court, tribunal or regulatory authority to comply with specific performance dates or be subject to fines or penalties, then the parties will negotiate in good faith to establish appropriate liquidated damages and incentive bonuses based upon the schedules that then exist, or may be approved by the parties, in any Services Agreement(s) . 3 . 12 Force Ma 'eure: If delays in the performance of Project Services or any Task or Tasks under a Services Agreement are caused by unforeseen events beyond the reasonable control of Parsons, the Authority shall grant Parsons a commensurate extension of time and shall not assess damages for such delays. For the purposes of this Paragraph 3 . 12 , such delays shall include, but not be limited to, war, labor disputes, strikes, governmental acts, acts of the Authority, acts of God., fires, floods , adverse weather necessitating cessation of work, restrictions imposed by law or by rule, regulation or order of governmental authority, inability to obtain material, equipment or labor, any other cause which is beyond the reasonable control of Parsons, or changes in the scope of services required by the 15 Authority and approved pursuant to Section Four. Parsons shall, within ten (10) days from the beginning of any such delay, notify the Authority in writing of the cause of the delay and set forth in detail its justification for an extension and additional compensation, if any. The Authority shall ascertain the facts and extent of the delay and shall grant an extension of time for the completion of the Task or the Services Agreement if the Authority determines from Parsons' notice and other available information that an extension is justified. The parties shall in good faith negotiate to determine the amount of time granted as an extension, and the additional compensation, if any. 3 . 13 Cooperation with Adjacent Land Uses: The parties acknowledge and understand that the Project Facilities will be constructed on land adjacent to lands owned by the Capistrano Beach Sanitary District, which adjacent lands are intended to be developed and used by the Capistrano Beach Sanitary District by itself or its lessees for purposes which may not be related to the Project. The parties further acknowledge and understand that the access to the proposed site of the Project will be shared by the Capistrano Beach Sanitary District and/or its lessees for their development and use of the lands adjacent to the proposed site of the Project Facilities. 3 . 14 Authorit 's Consideration of Parsons' Recommendations: From time to time, whenever Parsons deems it appropriate in its best judgment as professional engineers, Parsons shall submit written recommendations to the Authority regarding aspects of the 16 Project, or proposed modifications to any aspect of the Project, which in the best judgment of Parsons must be accepted by the Authority ` and implemented in order either to satisfy legal requirements and/or the goals set by the Authority for the performance of the Project Facilities, or to ensure the construction and operation of the Project Facilities in accordance with the budget or design criteria adopted by the Authority, or the cost and/or performance guarantees provided by Parsons. The Authority shall consider each such recommendation in good faith and timely make a written determination with respect to each such recommendation, which written determination shall be transmitted to Parsons. In the event that the Authority determines either not to accept or to modify any such recommendation, and it is the opinion of Parsons that such determination will have a significant adverse effect upon the cost of design, construction or operation and maintenance, the treatment capacity or the performance of the Project Facilities, or the ability of the Project Facilities to perform in accordance with legal requirements or the goals adopted by the Authority, then Parsons shall timely transmit written notice to the Authority, referencing this Paragraph of this Master Agreement and setting forth in reasonable detail Parsons ' opinion, based upon its best judgment, of the consequences of the Authority's determination with regard to the anticipated cost or performance of the Project Facilities, and requesting that the Authority reconsider such determination. In the event that Parsons timely 17 transmits such written notice and the Authority does not reconsider and adopt Parsons ' initial recommendation, then Parsons shall not be responsible for the consequences of the Authority's determination; and, in the event that the Authority's failure or refusal to reconsider and adopt Parsons ' recommendation results in increased time or cost with respect to the design or construction of the Project Facilities, the parties shall negotiate in good faith regarding an increase to the Budget or Schedule of work, as appropriate, in the applicable Services Agreement. SECTION FOUR: CHANGES IN SERVICES 4 . 1 Changed and Additional Services: The parties mutually acknowledge and agree that additional professional services may be required of Parsons which, due to the lack of firm definition of the scope and limits of the Project as of the date of this Master Agreement or any Services Agreement to be entered into hereunder, cannot be identified with precision. Because the need for these additional services cannot be established as of the date of this Master Agreement or any Services Agreement hereunder, such services shall not be undertaken without specific definition and written authorization by the Authority, in the form of a change order, an amendment to a Services Agreement, or a separate Services Agreement. Parsons shall be paid for such additional services as agreed by Parsons and the Authority, and such payment shall be either for a lump sum or on a time and 18 material basis with a cost limitation. Services performed on a time and materials basis shall be based on the Fee Schedule included in the applicable Services Agreement. 4 . 2 Changes Initiated by the Authority: The Authority may order changes to any Task specified in the Scope of Services under any Services Agreement by altering, adding to or deducting from. the Task to be performed. If any such change results in an increase or decrease in Parsons' cost of, or the time required for, the performance of any such Task, the Services Agreement shall be amended after negotiation to reflect such adjustment, upon the Schedule of Work and/or the Fee Schedule included in such Services Agreement. 4 . 3 Chancres Initiated by Parsons: Parsons shall provide written notice to the Authority Representative regarding any pending change to the Scope of Services in any Services Agreement immediately upon Parsons ' discovery of any facts, events or circumstances necessitating such change. The Authority shall thereupon review such pending changes and, if the pending changes are determined to be appropriate under the circumstances, the Authority shall approve an amendment to the Services Agreement reflecting such change and making any adjustment in the Budget or completion date therefor as may be agreed upon by the parties. 4 .4 Notification of Increases in Estimated Construction Costs: If, at any time prior to the approval by the Board of Directors of the Authority of the final plans and specifications for the construction of the Project Facilities, Parsons 19 determines that the total construction cost will exceed the Project Facilities construction estimate to be prepared by Parsons and accepted by the Authority as part of the Phase I or Phase TT Services, it shall so notify the Authority in writing, and include in such notification an itemized cost estimate and a list of possible revisions and modifications to the Project that Parsons recommends for bringing the cost of constructing the Project Facilities within the above-described construction cost estimate. Upon receipt of such notification, the Board of Directors of the Authority shall have the discretion either to modify its authorized budget for the Project and/or' to modify the design of the Project in accordance with Parsons' recommendations so as to bring the construction costs within the accepted construction cost estimate, to otherwise modify the Project or the design or capacity of the Project Facilities, or to abandon the Project. Any modification to the Project or the design, or capacity of the Project Facilities shall be approved by the Board of Directors of the Authority as an amendment to a Services Agreement issued hereunder; and, in the event that such modifications alter the amount of time or cost to Parsons in preparing such modifications, such amendment shall also include appropriate adjustments to the Schedule of Work and the Budget of the applicable Services Agreement. Such amendments and adjustments in compensation and schedule shall be subject to good faith negotiations by the parties. 20 4 . 5 Changes Resulting from Negligent Services: Parsons shall perform but shall not be paid for any additional or changed Tasks or Project Services to the extent such Tasks or Services result from negligent acts or omissions of Parsons in the performance of any Project Services under this Master Agreement or any Tasks under any Services Agreement hereunder. SECTION FIVE: COMPENSATION TO PARSONS 5 . 1 Methods of Com ensation: The Authority shall compensate Parsons on a progress payment basis for all labor, direct costs and expenses, supplies, equipment and subcontract services incurred by Parsons in performing Project Services under each Services Agreement, subject to the cost limitation in such Services Agreement, which may be provided on either a lump sum or time and expense basis, as follows: 5. 1. 1 Lump Sum: The Authority shall pay Parsons a lump sum for the work performed. Monthly payments shall be made based on the percentage of the work completed during the month, as certified by Parsons in monthly invoices, and such payments shall be made within forty--five (45) days of the date of the submission of such invoices by Parsons to the Authority. 5. 1.2 Time and Expense: 5. 1. 2 . 1 The Authority shall pay Parsons for all labor incurred in the performance of Project Services under each Services Agreement according to the total number 21 of hours billed by Parsons for services rendered for each Task specified in the Scope of Work in such `Services Agreement, multiplied by the applicable compensation rates as set forth in the Fee Schedule in such Services Agreement. All payments for labor incurred in performing a Task shall be subject to the cost limitation for each such Task as set forth in the Budget in the Services Agreement; provided, however, that the Authority may authorize reallocation of savings realized with respect to a particular Task specified in the Scope of Work under a Services Agreement for cost overruns in another Task or Tasks under the same Scope of Work. 5 . 1.2 . 2 The Authority shall pay Parsons for all direct costs and expenses actually incurred in connection with the performance of a Task specified in the Scope of Work in accordance with its Fee Schedule in such Services Agreement. 5. 1. 2 . 3 The Authority shall reimburse the Parsons for the cost of all supplies and equipment actually acquired and used in connection with a Task specified in the Scope of Work under a Services Agreement and included in the Budget in such Services Agreement, in accordance with the costs actually incurred by Parsons, subject to the cost limitation for such material or 22 piece of equipment as set forth in the Budget of the Services Agreement. 5. 1. 2 . 4 The Authority shall reimburse Parsons for all subcontract service costs incurred in connection with the performance of a Task specified in the Scope of Work under a Services Agreement, in accordance with invoices for services rendered for such Task specified in the Scope of Work in . such Services Agreement, plus any administrative charges that may be negotiated between the Authority and Parsons, and set forth in such Services Agreement. 5.2 Contents of Invoices: As a precondition to payment under this Master Agreement and any Services Agreement executed hereunder, Parsons shall submit to the Authority, on a monthly basis during the term of a Services Agreement, both separate invoices reflecting the services performed in connection with each Task set forth in the Scope of Work under the Services Agreement, and a summary sheet aggregating the charges billed in each of the separate invoices submitted that month. 5 . 2 . 1 A separate invoice shall be submitted for each Task set forth in the Scope of Work in such Services Agreement on which Parsons has performed services during the preceding month. Each such invoice shall set forth for the previous month: (a) a detailed itemization of the total number of Parsons ' labor hours incurred in performing work in 23 connection with the Task, and correlating the total hours worked by each Parsons employee with the Fee Schedule and a summary of progress in completing such Task; (b) a detailed itemization of the direct costs and expenses incurred by Parsons in performing services in connection with the Task; (c) a detailed itemization of the cost of all supplies and equipment used by Parsons in connection with the Task; (d) a statement of the costs paid by Parsons for subcontract services in connection with the Task during the preceding month, together with a copy of the invoice from each such subcontractor; (e) a description of any reallocations approved by the Authority as set forth in Paragraph 5. 1. 2 . 1; and (f) a statement of the percentage of the Task completed as of the date of the invoice and the amount payable, the total charges billed by Parsons to the Authority in connection with the Task, and the total charges paid to date by the Authority to Parsons in connection with the Task. Parsons shall include with each invoice for lump sum payment appropriate documentation to enable the Authority to verify the stated percentage of the Task completed by Parsons as of the date of the invoice. 24 5 .2 . 2 Parsons shy ll : i lude with the monthly Task invoices as set forth in Parah 5.2 . 3 a summary sheet listing, for each -invoice transmitted therewith: (a) the Task number designation as set forth in the Scope of Cork; (b) the total amount of the charges included in the invoice; (c) the percentage of the Task completed by Parsons as of the date of the invoice; (d) the amounts billed by Parsons in connection with such Task as of the date of the invoice! and (e) the amounts paid by the Authority in connection with such Task as of the date of the invoice. The summary sheet shall also include the total amount of charges billed by Parsons to the Authority for all Tasks under the Services Agreement as of the date of the summary sheet, and the total amount of money paid by the Authority to Parsons for all Tasks under the Services Agreement as of the date of the summary sheet. 5 . 3 Review and Payment of 'Invoices: The Authority Representative shall review the monthly invoices and summary sheet submitted by Parsons, verify both that the percentages of each Task have been completed as represented by Parsons and that Parsons has performed the Project Services in a satisfactory and timely manner, deduct from the invoices any amounts necessary to cover any stop notices or liens filed in connection with Parsons ' 25 performance of any Project Services, and recommend to the Board of Directors of the Authority whether to pay the invoices, or any appropriate amount thereof. The Board of Directors of the Authority shall consider the payment of the monthly invoices within thirty (30) calendar days of their transmittal to the Authority' s Project Manager, and payment in accordance with the determination of the Board of Directors shall be made within fifteen (15) days of the date of such determination. 5.4 Notification of Potential Cost Overruns: If, at any time during the term of a Services Agreement, Parsons has reason to believe that the charges or costs which it expects to incur in the performance of any Task specified in the Scope of Work under the Services Agreement during the immediately succeeding sixty (60) days, when added to all costs previously incurred in connection with the performance of that Task, will exceed seventy-five percent (750) of the cost limitation for such Task, then Parsons shall immediately provide written notice to the Authority of such circumstances, provide a justification and an estimate, if any, for the remaining services necessary to complete the Task or the Services Agreement and request an amendment to the Services Agreement, if appropriate. The Authority shall not be obligated to reimburse Parsons for charges or costs incurred in excess of the cost limitation in a Services Agreement unless and until the Authority has notified Parsons in writing that such additional charges or costs are authorized, and 26 such authorization shall be within the sole discretion of the Authority. 5. 5 Maintenance and Inspection of Parsons ' Records: For and during the term of this Master Agreement, and for a period of three (3) years thereafter, Parsons shall Maintain full, true and accurate books, records, accountings, documents and other evidence sufficient to document all significant Project Services performed, all charges and costs billed, and all actions taken in connection with the Project. At all times during the term of this Master Agreement, the Authority shall have the right, upon two (2) business days notice to Parsons, to review and inspect during normal business hours any and all such books, records, accountings, documents and other evidence relating to any Services Agreement executed by the parties hereunder. 5. 6 Audit of Parsons ' Records: During the term of this Master Agreement, and for a period of one (1) year thereafter, the Authority shall have the right, at its own expense and upon twenty (20) days written notice to Parsons, to conduct, or cause to be conducted, a full and complete audit of all of the books, records, accountings, documents and other evidence pertaining to Parsons ' services under this Master Agreement and any and all Services Agreements executed hereunder, excluding any services performed on a fixed rate or lump sum basis. In connection with any such audit, Parsons shall fully cooperate with the Authority and/or its representatives, and shall within reason make available at no cost to the Authority or its representatives all 27 employees and independent accountants and auditors who prepared and maintained such books, records, accountings, documents and other evidence for or on behalf of Parsons. To the extent permitted by law, the Authority shall treat all books, records, accountings, documents and other evidence obtained or made available during the course of any such audit as confidential information not subject to disclosure under the California Public Records Act, Government Code Section 6250, et seg; provided, however, that the Authority shall comply with any and all lawful orders, directives, subpoenas or requests for disclosure of such information. 5. 7 Correction of Overpayments: In the event that any ....,__ inspection, review or audit performed by or on behalf of the Authority discloses that the Authority overpaid for any Project Services, Parsons shall, within thirty (30) days of the date of written notice of such disclosure, reimburse to the Authority the amount of such overpayment(s) . 5. 8 Authority's Responsibilitv for Payment for Parsons ' Services: Parsons expressly acknowledges and understands that this Agreement is with the Authority alone, and that none of the members of or parties to the Authority shall be liable for any of the sums which may be payable hereunder or for any of the debts of the Authority unless otherwise provided for in any financing documents relating to the Project. It is understood and agreed by bath of the parties hereto, however, that the Authority intends to pay Parsons for its services in accordance with the 28 terms and conditions of this Agreement from funds to be derived from any or all of the following sources: State of California grant or loan funds, Federal grant or other loan funds, transfer of revenue from local sources of the Authority and its members, including but not limited to their enterprise funds and the issuance of debt. 5 .9 Parsons ' Rights_ Ulpon Nonpaynent by the Authorit : In the event any payment due to Parsons is not made by the Authority within the time period specified in Paragraph 5. 3 (hereinafter referred to as "overdue payment") , then Parsons shall have the following rights: (a) To add an amount to such overdue payment equal to 0. 00033 times the amount of any overdue payment for each day such payment remains overdue, until paid, or an amount equal to the maximum amount of daily interest allowed by law for each day such payment remains overdue, until paid, whichever is less, or (b) To stop work during any period of overdue payment upon fifteen (15) days written notice to the Authority, or (c) Upon .fifteen (15) days additional written notice to the Authority, to terminate this Master Agreement and any Services Agreement related thereto, and recover from the Authority payment for all services rendered by Parsons, pursuant to this Master Agreement and any Services Agreement related thereto, together with any additional costs resulting from Parsons stopping work 29 and terminating such Agreements, including reasonable overhead and profit, as reasonably proven by . Parsons, or (d) To exercise any other remedy Parsons may have against the Authority, or (e) To exercise any combination, or all, of the rights specified in subparagraphs (a) , (b) , (c) and (d) , hereinabove. SECTION SIX: LEGAL RELATIONS AND RESPONSIBILITIES 6. 1 Parsons as Independent Contractor: In its conduct of any and all Project Services under this Master Agreement and any Services Agreement executed hereunder, Parsons is engaged solely in the capacity of an independent contractor, and it is expressly understood and agreed that no relationship between the Authority and Parsons other than that of client and independent contractor has been or is intended to be created by this Master Agreement or by any Services Agreement entered into hereunder. This Master Agreement does not constitute, and the parties hereto do not intend it to create, a partnership between the parties hereto, nor a joint venture, nor the relationship of employer and employee or master and servant. Notwithstanding the foregoing, Parsons shall serve as the agent for the Authority for the purpose of facilitating the issuance of Project Permits as set forth in Paragraph 3 .8 above. 6. 2 Prohibition „Against Assignment: Parsons shall not 30 assign, transfer, convey, sublet or otherwise dispose 'of this Master Agreement, any Services Agreement executed hereunder, or of any of its rights, title or interest in or to the same or any part thereof, without the prior written consent of the Authority and Parsons shall not assign, by power of attorney or otherwise, any of the monies to become due and payable to Parsons from the Authority by reason of Parsons ' performance of any Project Services under this Master Agreement or any Services Agreement executed hereunder without the prior written consent of the Authority. If Parsons shall attempt to assign, transfer, . convey, sublet, or otherwise dispose of this Master Agreement, any Services Agreement executed hereunder, or Parsons ' right, title or interest therein, or of any of the monies to become due to Parsons from the performance of any Project Services, without the prior written consent of the Authority, this Master. Agreement and any executory Services Agreements hereunder shall immediately become null, void and of no legal effect whatsoever, and Parsons ' rights under such Agreements shall be automatically terminated, revoked and annulled. In the event of any such attempted or purported assignment, transfer, conveyance, subletting, or other disposition of this Master Agreement, any Services Agreement hereunder, or of any of Parsons ' rights, title or interest therein or of any monies to become due thereunder, the Authority shall have no obligation to pay any such monies due under the Master Agreement or any Services Agreement to any attempted or purported assignee or transferee. Notwithstanding the foregoing, 31 the parties mutually understand and agree that the Services and Tasks may be performed by various subsidiaries or affiliates of Parsons, including but not limited to Engineering Science, Inc. , and Parsons Constructors, Inc. 6. 3 Authority' s Approval of Subcontractors: Parsons shall not employ any major subcontractors in the performance of its Project services without the prior written consent of the Authority; provided, however, that the Authority shall be deemed to have consented to any subcontractor listed and identified in any Services Agreement executed by the parties hereunder. Parsons shall be responsible to the Authority for the actions, errors and omissions of all persons and entities performing subcontract services for or on behalf of Parsons. Nothing in this Master Agreement or in any Services Agreement executed hereunder shall create any contractual, employment or agency relationship between the Authority and any subcontractor employed by Parsons, or relieve Parsons of any liability or obligation under this Master Agreement or any Services Agreement hereunder. 6. 4 Compliance with Laws: Parsons shall keep itself fully informed of all existing and future Federal and State laws and all county and local ordinances and regulations which in any manner affect its performance of any Tasks or Project Services under this Master Agreement or under any Services Agreement executed hereunder, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. If any discrepancy or inconsistency is discovered in this Master 32 Agreement or in any Services Agreement entered into hereunder in relation to any such law, ordinance, regulation, order or decree, Parsons shall immediately report the same to the Authority in writing. Parsons shall at all times observe and comply with all such existing and future laws, ordinances, regulations, orders and decrees. The hereinabove provisions of this Paragraph 6. 4 shall be included in all contracts and agreements entered into between Parsons and any of its subcontractors. The Authority shall reimburse Parsons for any additional costs or expenses incurred as a result of compliance with any future changes in laws or regulations affecting the Project. 6. 5 Compliance with IRCA: Parsons shall at all times during the performance of Project Services be in full compliance with the provisions of the Immigration Reform and Control Act of 1986 in the hiring of its employees. 6 . 6 Discrimination Prohibited: At all times during the performance of Project Services, Parsons shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, age or national origin. 6 . 7 Conflicts of Interest Prohibited: No official of the Authority who is authorized in such capacity and on behalf of the Authority to negotiate, make, accept or approve, or to take part in negotiating, making, accepting or approving this Master Agreement, any Services Agreements executed hereunder, or any consulting, engineering, inspecting, construction, operation and maintenance, or material supply contract or any subcontract in 33 v connection with the conduct or performance of the Project, shall become directly or indirectly personally interested in this v Master Agreement, any Services Agreement hereunder, or in any part thereof. No officer, employee, consultant, attorney or representative of the Authority who is in any legislative, v executive, supervisory, or other similar function in connection with this Master Agreement, any Services Agreement hereunder, or the performance or conduct of the Project, shall become directly v or indirectly personally interested in this Master Agreement, any Services Agreement hereunder, or in any part thereof, or in any ;,at .��al supply contract, subcontract, insurance contract, or any v other contract pertaining to the Project or the Project Facilities. 6.8 Patent Indemnity 6.8. 1 Parsons shall indemnify and hold harmless the v Authority from any claim, real or alleged, of any third party that any equipment, materials, devices or processes (hereinafter referred to as the "Equipment") designed by v Parsons and furnished or used under this Master Agreement infringes any patent or copyright of the United States. If the Authority notifies Parsons promptly of the receipt of any claim and reasonably provides Parsons information, assistance and exclusive authority to settle and defend the claim, Parsons shall at its own option and expense either: v (i) settle or defend the claim or any suit or proceeding and pay all damages, costs and expenses v 34 v awarded against the Authority in such suit or proceeding, together with any and all attorneys ' fees incurred by Parsons in the defense of such claim, suit or proceeding, or (ii) procure for the Authority the right to continue using the Equipment, or (iii) modify the Equipment so as to render the Equipment non-infringing without adversely affecting the performance or cost of operation and maintenance of the Project, or ( iv) replace the Equipment with non-infringing Equipment without adversely affecting the performance or cost of operation and maintenance of the Project. If, in any suit or proceeding arising from such a claim, the continued use of the Equipment for the purpose intended is forbidden by any court of competent jurisdiction, Parsons shall at its option take one or more of the actions under subparagraphs (i) , (ii) , (iii) or (iv) . The foregoing provisions of this Paragraph 6. 8 . 1 sets forth the entire liability of Parsons for patent and copyright infringement of any Equipment. 6. 8 . 2 Paragraph 6. 8. 1 shall not apply to the use of any Equipment furnished under this Master Agreement in conjunction with any other apparatus or material installed by the Authority or any third party without the consent of Parsons. 35 6. 8. 3 With respect to any Equipment furnished under this Master Agreement which is not designed, formulated or created by Parsons, only the patent and copyright indemnity of the manufacturer or creator, if any, shall apply. 6. 9 Authority' s ownership of Work Product: All data, studies, drawings, calculations, plans, specifications, reports, plats, and other documents prepared by Parsons pursuant to any Task under any Services Agreement executed hereunder shall, upon payment in full for the services in connection with such Task, be furnished to and become the property of the Authority, and the Authority shall have free and unrestricted use thereof; provided, however, that Parsons may keep one (1) record copy of all such documents for its own purposes; and provided, further, that Parsons shall not be responsible for any use by the Authority or its members of such data, studies, drawings, calculations, plans specifications, reports, plats and other documents for uses or purposes other than those for which they were prepared by Parsons. 6. 10 Suspension of Services 6. 10. 1 Suspension by the Authority: The Authority may, at its sole option and discretion, and by written notice to Parsons, suspend all or any portion of Parsons ' performance of any or all Tasks specified in the Scope of Work under any and all Services Agreements executed hereunder for a period not to exceed one hundred twenty (120) days, within which time the Authority may require compliance by Parsons with 36 all terms and conditions of this Master Agreement and all Service Agreements hereunder, or after which time Parsons may deem the Services Agreement terminated. Notice of suspension shall be delivered to Parsons by registered or certified mail, return receipt requested, and shall set forth with particularity which 'T'asks or other portions of the Project Services are suspended, and the anticipated duration of the suspension. The suspension notice shall be effective upon its receipt by Parsons. In the event of such suspension , the Authority shall pay to Parsons the reasonable value of the services performed .up to the date of the suspension in accordance with the provisions of Sections Four and Five above, together with any additional costs or expenses not previously included in the Master Agreement or Services Agreements that are incurred as a result of such suspension, and Parsons shall be entitled to an extension of time equal to the length of the suspension, unless the parties mutually agree otherwise in writing. After the Authority lifts the suspension, Parsons shall continue the performance of its services in compliance with the provisions of this Master Agreement and the pending Services Agreements entered into hereunder. 6 . 1 0.2 Suspension by Parsons: Parsons may , upon discovery of hazardous wastes or toxic substances (as determined by the Resource. Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and 37 Liability Act, or any other federal, state or local environmental statute, or any amendment thereto, extension thereof, or regulation thereunder) upon the Project site, and by written notice to the Authority, suspend all or any portion of its performance of any or all Tasks specified in the Scope of Work under any and all Services Agreements executed hereunder for a period not to exceed one hundred twenty (1.20) days, within which time the Authority and Parsons shall meet in a good. faith attempt to resolve all of the parties ' concerns relating to such discovery of hazardous wastes or toxic substances. Notice of suspension shall be delivered to the Authority by registered or certified mail, return receipt requested, and shall set forth with particularity both the Tasks or other portions of the Project Services which are suspended, and the reasons therefor. The suspension notice shall be effective upon its receipt by the Authority. In the event of such suspension, the Authority shall pay to Parsons the reasonable value of the services performed up to the date of the suspension in accordance with the provisions of Sections Four and Five above, together with any additional costs or expenses not previously included in this Master Agreement or Services Agreements that are .incurred as a result of such suspension, and Parsons shall be entitled to an extension of time equal to the length of suspension, unless the parties mutually agree otherwise in writing. If the concerns set forth in 38 the suspension notice cannot be mutually resolved within the herein provided one hundred twenty (120) day suspension period, this Master Agreement and all applicable Services Agreements hereunder shall be deemed to be terminated, and the relevant provisions of Paragraph 6. 11 shall apply. 6. 11 Termination of Services Without Cause: The Authority may, at its sole option and discretion, and by written notice to Parsons, terminate this Master Agreement, all or any portion of any Services Agreements entered into hereunder, and/or all or any portion of any and all Tasks specified in the Scope of Work in any Services Agreements hereunder. Notice of termination shall be delivered to Parsons by registered or certified mail, return receipt requested, and shall specify what portions or components of the Project Services are terminated. The termination notice shall be effective upon receipt thereof by Parsons, except for additional work necessary for the orderly filing of documents and the closing of work by Parsons. Payment for filing and closing shall be made by the Authority in accordance with the provisions of Section Five above; provided, however, that the cost of filing and closing shall not exceed ten percent (10b) of the Budget for the Task for which Parsons performs such filing and closing work, plus any and all costs previously incurred by Parsons in the performance of such Tasks or services prior to the termination notice. Acceptance of such payments by Parsons shall discharge all of the Authority' s obligations and liabilities under the terms of this Master Agreement and all Service Agreements 39 hereunder that are subject to the termination notice. After filing and closing, Parsons shall deliver to the Authority all data, studies, drawings, calculations, plans, specifications, reports, plats, and other documents prepared by or for Parsons in connection with the performance of Project Services under this Master Agreement and all Service Agreements executed hereunder that are subject to the termination notice; provided, however, that Parsons may keep one (1) record copy of all such documents for its own purposes. Parsons shall be liable only for the services completed prior to the date of the termination notice. 5. 12 Termination of Services for Cause: Notwithstanding the provisions of Paragraph 6. 11, in the event that Parsons either: (a) shall default in the performance or fulfillment of any material covenant or condition in this Master Agreement or in any Services Agreement hereunder on its part to be performed or fulfilled, and shall fail to commence in good faith to cure such default within ten (�0) days following service upon it of a written notice from the Authority specifying the default or defaults; or (b) shall file a voluntary petition in bankruptcy; or (c) shall be adjudicated a bankrupt; or (d) shall make a general assignment for the benefit of its creditors, then, in any such event, the Authority may, at its sole option and discretion, without further notice or demand upon Parsons, 40 immediately cancel and terminate this Master Agreement and any pending services Agreements hereunder, and terminate each, every and all of the rights of Parsons and of any and all persons and entities claiming by or through Parsons under this Master Agreement or any Services Agreements hereunder, without responsibility for any further payments to Parsons, except for the responsibility to pay Parsons all sums due it for satisfactory work or services performed under this Master Agreement, including work and services performed by Parsons' subcontractors, and actually furnished to the Authority within a reasonable time after termination. The rights of the parties as set forth herein are cumulative only, and shall in no way be deemed to limit any of the other provisions of this Master Agreement or any Services Agreements entered into hereunder, or otherwise to deny or restrict to either party any right or remedy at law or in equity which the party may have or assert against the other party under any law in effect at the date of such termination. The parties hereto mutually acknowledge and understand that it is the intent of this Paragraph 6. 12 that the rights of the parties, as set forth herein, shall supplement and be in addition to or in aid of the other provisions of this Master Agreement and the Services Agreements entered into hereunder, and of any right or remedy at law or in equity which a party hereto may have against the other party. 6. 13 Enforcement of Rights Under Agreement: In the event that an action is commenced by a party hereto against the other 41 to enforce its rights or obligations arising from this Master Agreement or any Services Agreement executed hereunder, such action shall be governed by the laws of the state of California, venue with respect to any such action shall be in the County of Orange, State of California, and the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs plus a reasonable amount for attorneys ' fees. SECTION SEVEN: INSURANCE AND INDEMNIFICATION 7 . 1 Reauirement of Insurance: Parsons shall not commence performance of any Project services under any services Agreement hereunder until Parsons has obtained all insurance required in Paragraph 7 . 2 hereinbelow in a company or companies qualified to do business in the State of California and acceptable to the Authority, and with a Best 's rating of no less than "A:VII" unless written approval to the contrary is obtained from the Authority, nor shall Parsons allow any subcontractor to commence work on its subcontract until all insurance required of it in this Master Agreement and in any Services Agreement hereunder has been obtained. 7 .2 Types of Insurance Re aired: Parsons shall take out and maintain at all times during the term of any Service Agreements executed hereunder the following policies of insurance: 42 7 . 2 . 1 Worker ' s Com ensation Insurance : Worker ' s compensation insurance to cover its employees as required by law, and Parsons shall require all subcontractors similarly to provide such compensation insurance for all of its employees. The policy shall contain the following endorsements: a. "The insurer waives all rights of subrogation against the Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives. " b. "The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy. " 7 . 2 . 2 Comprehensive General Liability Insurance : Comprehensive general liability insurance, including professional liability, including contractual, broad form property damage, completed operations, and independent contractor' s liability, all applicable to personal injury, bodily injury and property damage, with a combined single limit of $5, 000, 000. 00 per occurrence, subject to an annual per-project aggregate of $5, 000, 000. 00. The policy shall contain the following endorsements: a. "The Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives are hereby added as additional insureds under the terms of this policy, but only as respects the passive or active 43 negligence of Parsons arising out of the operations of Parsons at or from the premises of the Capistrano Valley Wastewater Authority described above. " b. "As regards any active or passive negligence of Parsons, the insured's insurance coverage shall be primary insurance as respects the Capistrano Valley Wastewater Authority, its officers, directors , employees and representatives. As regards any active or passive negligence of Parsons, any insurance or self-insurance maintained by Capistrano Valley Wastewater Authority, its officers, officials , employees or representatives, shall be excess of the insured's insurance and shall not contribute with it. " C. "The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy, as evidenced by receipt of a registered letter. " 7 . 2 . 3 Comprehensive Automobile Liability Insurance: Comprehensive automobile liability insurance, including owned, hired and non-owned automobiles, covering bodily injury, property damage and death, with a combined single limit of $1, 000, 000 per occurrence. The policy shall contain the following endorsements: a. "The Capistrano Valley. Wastewater Authority, its officers, directors, employees and representatives are 44 hereby added as additional insureds under the terms of this policy, but only as respects the active or passive negligence of Parsons arising out of the operations of Parsons at or from the premises of the Capistrano Valley Wastewater Authority described above. " b. "As regards any active or passive negligence of Parsons, the insured' s insurance coverage shall be primary insurance as respects the Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives. As regards any active or passive negligence of Parsons, any insurance or self-insurance maintained by Capistrano Valley Wastewater Authority, its officers , officials, employees or representatives, shall be excess of the insured' s insurance and shall not contribute with it. " C. 1°The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy, as evidenced by receipt of a registered letter. " Simultaneously with the execution of this Master Agreement, Parsons shall make available for review at Parsons ' office in the City of Pasadena, California, the original policies of insurance required under Paragraphs 7 . 2 . 1, 7. 2 . 2 and 7 . 2 . 3 , and present a certificate of insurance evidencing the issuance of such insurance and the additional insureds and other provisions and 45 endorsements required herein. At least thirty (30) days prior to the expiration of any such policy, a signed complete certificate of insurance, with all endorsements required herein, showing that such insurance coverage has been renewed or extended, shall be filed with the Authority. The insurance required by Paragraph 7. 2 . 2 shall be maintained and evidenced by certificates of insurance for a period of time ending two (2) years after completion of services performed by Parsons. 7 . 3 indemnification by Parsons: Parsons shall indemnify the Authority , its officers , directors , employees , representatives and agents against and hold and save them and each of them harmless from any and all actions, claims, damages to persons or property► penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in connection with the negligent performance by Parsons, its employees, subcontractors or representatives of any Task or any Project Services under this Master Agreement and any Services Agreements executed by the parties hereunder; provided, however, that the Authority, its officers, directors, employees, representatives and agents shall not be indemnified or held harmless for that portion of such actions, claims, damages to persons or property, penalties, obligations or liabilities that result from the passive or active negligence on the part of the Authority, its officers, directors, employees, representatives or agents; and provided, further, that such indemnification shall 46 exclude such actions, claims, damages to persons or property, penalties, obligations or liabilities arising from the willful misconduct of the Authority, its officers, directors, employees, representatives, agents or those independent contractors who are directly responsible to the Authority. In connection therewith: 7 . 3 . 1 Parsons shall defend any action or actions filed in connection with any of such claims, damages, penalties, obligations or liabilities, and shall pay all costs and expenses, including attorneys ' fees, incurred in connection therewith. 7 . 3 . 2 Parsons shall promptly pay any judgment rendered against Parsons or the Authority covering such claims, damages, penalties, obligations or liabilities, and Parsons shall save and hold the Authority harmless therefrom. 7 . 3 . 3 In the event the Authority is made a party to any action or proceeding filed or prosecuted against Parsons for such damages or other claims arising out of or in connection with the performance by Parsons or any of its subcontractors of any Tasks or Project Services under this Master Agreement or any Services Agreement hereunder, Parsons shall defend the Authority and pay any and all costs and expenses incurred by Parsons, including attorneys ' fees, in such action or proceeding. 7 . 3 .4 So much of the money due to Parsons for the performance of any Task or Project Services under and by virtue of this Master Agreement or any Services Agreement 47 hereunder as shall be considered reasonably necessary by the Authority may be retained by the Authority until disposition has been made of any pending actions, claims, liens or penalties; provided, however, that no moneys shall be retained by the Authority in the event that Parsons obtains appropriate and sufficient bonds or other security to cover any such actions, claims, liens or penalties. Parsons ' duties to indemnify, defend and hold harmless under this Section Seven and all other provisions of this Master Agreement and any and all Services Agreements, and its liability to the Authority for all aforesaid matters, is limited to the proceeds recovered from insurance carried by Parsons as required in Paragraph 7. 2 above and in any and all Service Agreements executed hereunder, and within the coverage limits specified herein and in such Service Agreements, after settling third party claims. 7 . 4 Indemnification by Authority: To the full extent permitted by applicable law, the Authority hereby agrees to defend, indemnify and hold harmless Parsons from and against any and all loss, liability or damage, real or alleged, in connection with any and all claims or proceedings (whether brought by private third parties or governmental agencies) for bodily injury, death, property damage, environmental damage or impairment or any other injury or damage arising out of or relating to any hazardous wastes or toxic substances present within the boundaries of the proposed site of the Project without 48 the prior knowledge, involvement or participation of Parsons, or involving any violation or alleged violation of, or any liability under, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, or any other federal, state or local environmental statute, or any amendment thereto, extension thereof, or regulation thereunder, provided that such indemnification by the Authority shall not apply to any knowing or intentional actual or alleged violation by Parsons of any such statute, amendment, extension or regulation, or any liability resulting from any such knowing or inr-enr-ional actual or alleged violation by Parsons. 7 . 5 Consequential Damages: Except as otherwise expressly provided for herein or in any Services Agreement executed hereunder, in no event shall either party or its respective members, parent entities, affiliates or subsidiaries be liable to the other party in contract, tort, strict liability, warranty, or otherwise, for any special, indirect, incidental or consequential damages, such as, but not limited to, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, nonoperation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchased or replacement equipment or systems. SECTION EIGHT: MISCELLANEOUS 8 . 1 Notices: Except as otherwise set forth hereinabove or in any Services Agreement hereunder, all notices, payments, 49 transmittals, documents or other writings required or permitted to be delivered or transmitted to any of the parties under this Master Agreement shall be personally delivered or deposited in a United States mail depository, first class postage prepaid, and addressed as follows: If to Authority: Capistrano Valley Wastewater Authority 25752 Victoria Boulevard P.O. Box 2008 Capistrano Beach, CA. 92624 Attn: Dennis Erdman, Manager If to Parsons: Parsons Municipal Services, Inc. 100 West Walnut Pasadena, California 91124 Attn: Kline P. Barney, Jr. or such other address any party may direct in writing; provided, however, that such new or different address shall not become effective until acknowledged in writing by the party to whom directed. Except where service is by personal delivery or by registered or certified mail, return receipt requested, service of any instrument or writing shall be deemed completed forty- eight (48) hours after deposit in a United States mail depositary. 8 . 2 Warranty of Authority: Each officer of the Authority and Parsons affixing his or her signature to this Master Agreement or any Services Agreement executed hereunder warrants and represents by such signature that he or she has the full legal authority to bind his or her respective party to all of the terms, conditions and provisions therein, that his or her 50 respective party has the full legal right, power, capacity and authority to enter into the Master Agreement or such Services Agreement and perform all of its provisions and obligations, and that no other approvals or consents are necessary in connection therewith. 8 . 3 Waiver of Breach: No failure on the part of either party hereto to insist upon or demand the strict performance by the other of any covenant, term, condition, or promise of this Master Agreement or of any Services Agreement hereunder, or to exercise any right or remedy as a result of any breach thereof, shall constitute a continuing waiver of any such breach or of such covenant, term, condition or promise. No waiver of any breach shall in any way affect, alter or modify either this Master Agreement or any Services Agreement executed hereunder, but each and every covenant, term, condition and promise of this Master Agreement and all Services Agreements hereunder shall continue in full force and effect. 8 . 4 Order of Precedence: In the event of any conflict or inconsistency between the contractual documents relating to this Project, the order of precedence shall be as follows: 8 .4 . 1 A change order or amendment to an executed Services Agreement shall take precedence over such Services Agreement, any amendment to this Master Agreement, this Master Agreement, and the Proposal attached as Exhibit "B" hereto; 51 8 . 4 . 2 A Services Agreement executed hereunder shall take precedence over any prior dated Services Agreement, any prior dated amendment to this Master Agreement, this Master Agreement and the Proposal attached as Exhibit "B" hereto; 8 .4 . 3 An amendment to this Master Agreement shall take precedence over this Master Agreement and the Proposal attached as Exhibit "B" hereto 8 .4 . 4 This Master Agreement shall take precedence over the Proposal attached as Exhibit "B" hereto. 8 . 5 Inter ration Construction and Amendment: This Master iygieeiaent and any Services Agreements executed hereunder represent the entire understanding of the Authority and Parsons as to those matters contained therein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered thereby. This Master Agreement, and each Services Agreement entered into hereunder, shall be governed by the laws of the State of California and construed as if drafted by both the Authority and Parsons. This Master Agreement, and any and all Services Agreements executed hereunder, may not be modified, altered or amended except in writing signed by both the Authority and Parsons. 8 . 6 Headings: The titles and headings of Sections and Paragraphs of this Master Agreement, as herein set forth, have been inserted for the sake of convenience only, and are not to be taken, deemed or construed to be any part of the terms, covenants 52 or conditions of this Master Agreement, or to control, limit or modify any of the terms, covenants or conditions hereof. 8.7 Successors: Subject to the provisions of Paragraph 6. 2 above, this Master Agreement, any Services Agreement entered into hereunder, and all of the terms, conditions and provisions herein and in such Services Agreements, shall inure to the benefit of, and be binding upon, the Authority, Parsons, and their respective successors and assigns.. IN WITNESS WHEREOF, the parties have executed this Master Agreement as of the date first written above. CAPISTi N0 VALLEY WASTEWATER AUTHgki TY APPR VED S O FORM: ``� i° RUT & ' Presisent unsel Capistrano lstranoi .rr� Gene r p Vall y Wastewater� Authority Secretary PARSONS MUNICIPAL SERVICES, INC. President 53 FXHTBTT "A" [Authority' s RFPJ EXHIBIT "B" [The "Proposal's] CAPISTRANO VALLEY WASTEWATER AUTHORITY REQUEST FOR PROPOSALS CONCERNING THE DESIGN, CONSTRUCTION, OPERATIONS AND MAINTENANCE OF A NEW 6.3 MGD WASTEWATER TREATMENT FACILITY The Capistrano Valley Wastewater Authority (CVWA) is requesting proposals for the design, construction, operations and maintenance of a new 6. 3 million gallon per day (mgd) wastewater treatment facility. You are invited to submit your written proposal for performing the engineering services, construction coordination, construction of facilities, and operation and maintenance services as set forth in the enclosed Request for Proposals (RFP) . Proposals made in response to this request shall be submitted to the Authority by the close of business on August 9, 1988 . Proposals should be addressed to Mr. Dennis Erdman, General Manager, CVWA, 25752 Victoria Blvd, P. O. Box 2008 , Capistrano Beach, Ca. 9262 € . The proposer shall submit 10 copies of its proposal to the Authority. Questions regarding this Request for Proposal may be directed to the. Authority' s Engineer, HYA Consulting Engineers, 1020 S. Baldwin Avenue, Suite B, Arcadia, Ca. 91006 (Attention: Mr. Michael Hoover) . A pre-proposal meeting will be held at the CVWA's office on July 27 , 1988 at 1: 30 p.m. All proposers are urged to attend this meeting. Proposals received by the Authority will be reviewed and evaluated in accordance with a point system as follows: Maximum Points 1. Project team qualifications 20 2 . Proposer's related experience 20 3 . Approach to project 20 4. Understanding of project concept 15 5. Proposed contractual terms and conditions 10 6. Estimated project costs/schedule 15 Total 100 i EXHIBIT !t It is anticipated that the three proposers scoring the highest total points will be short-listed. During the review of proposals, the Authority may contact the proposers for clarification of their proposals and may contact the references ,provided by the proposers. The proposers will be notified of the results of the proposal review by August 15, .1988, and the short--listed proposers will be requested to attend an interview with the Authority, tentatively scheduled for the week of August 29, 1988 . The exact time, place, and format of interview will be announced at a later date. Based on the results of the interview, . the proposer who appears to be able to best meet the project needs will be selected for negotiation of an agreement. Submission of a proposal in response to this Request for Proposals shall constitute the proposer's acceptance of the general terms and conditions set forth herein. The CVWA reserves the right to reject any and all Proposals, to waive any informality in any Proposal, and to make awards in the interests of the Authority. The Authority reserves the right to use any and all ideas, concepts and processes presented in any Proposal submitted in response to this Request for Proposals, regardless of whether the Proposal is selected or rejected. By the submission of its Proposal, the Proposer waives any right to object to the use of any such information by CVWA irrespective of whether the .Proposal is selected or rejected. Any portion of the Proposal that includes trade secrets or is proprietary in nature shall be clearly marked as proprietary, or submitted under separate cover marked proprietary. DATED: July 5, 1988 CAPISTRANO VALLEY WASTEWATER AUTHORITY By: Dennis Erdman, Manager : se ii REQUEST FOR PROPOSALS CAPISTRANO VALLEY WASTEWATER AUTHORITY INTRODUCTION The Capistrano Valley Wastewater Authority (CVWA or "Authority") is a recently formed joint powers agency between the Capistrano Beach Sanitary District and the City of San Juan Capistrano. The Authority was formed for the primary purpose of constructing a new 6. 3-MGD wastewater treatment facility to meet the wastewater treatment and disposal needs of both agencies. Prior to the formation of the Authority, the District and City cooperated in the preparation of a Facilities Plan. An EIR as required by the California Environmental Act has been prepared. This request solicits proposals to enter into a wastewater service contract with the CVWA under terms and conditions in which the Engineer/Contractor shall provide necessary engineering, design and construction coordination, and possibly the construction and operation of a new proposed 6. 3 MGD wastewater facility. BASIC INFORMATION REGARDING THE PROPOSED FACILITY The Facilities Plan for the proposed joint 6. 3-MGD wastewater treatment facility was prepared by Ray E. Lewis Consulting Engineers, Inc. , and sets forth the design concepts for the Facility to meet the regulatory requirements, as well as the self-imposed environmental concerns of the two agencies. The Facility shall be designed to meet the secondary treatment levels for ocean discharge of 30 mg/1 for BOD and total suspended solids as well as the California Ocean Plan limitations. The self- imposed environmental requirements of the Authority are: o Facility must be designed as odor-- and nuisance-free as possible; 1 o Incorporate, state-of-the--art technologies wherever possible to minimize the operation and maintenance requirements and to maximize reliability of the facility; o Provide simplistic and cost-effective operation; o Consider disposal of residuals to meet present and future disposal requirements and regulations. Copies of the Facility Plan Report are available from the Authority for a non-refundable fee of $25. 00. As set forth in the preceding paragraphs , the Engineer/Contractor is not required to utilize the alternate design concepts as set forth in the Facilities Plan. However, all design concepts, treatment processes, or facilities proposed by the Engineer/Contractor shall be approved by the Authority, and the Facility must meet the Authority's requirements. The Facility will be constructed on vacant property currently owned by the Capistrano Beach Sanitary District, which will be acquired by the Authority. All rights, title and interest in and to the site, as well as the new treatment facility, will at all times remain in the ownership of the Authority, and the Engineer/Contractor shall not acquire any possessory or ownership interest in the site or Facility. The new wastewater treatment and disposal facility will be designed with a capacity of 6. 3 MGD. Projected flow to the facility is as follows: 1990 1995 2000 2015 Average daily flow, MGD 4 . 05 4 .77 5. 40 6. 30 Peak flow, MGD 10. 13 11.93 13 . 50 15. 75 The facility will be a secondary treatment facility which will use the following treatment processes: Raw Sewacfe Influent Conveyance of District's and City' s sewage to new Facility' s headworks. Preliminary Treatment Influent Screening Grit Removal 2 Primary Treatment Primary Sedimentation* SecondaryTreatment Biological Treatment Secondary Sedimentation Disinfection Chlorination Effluent Disposal Effluent outfall to S.E.R.R.A. outfall surge tower Effluent pumping Solids HandliM Sludge Digesters (aerobic or anaerobic) Sludge Dewatering off-site disposal or recycling * May not be required depending on process selected. PROJECT SCHEDULE The Authority has established a Facility time schedule to complete this project by 1991. The key milestones are as follows: Selection of Engineer/Contractor September b, 1988 Commencement of Engineering October 4 , 1988 3 Completion of Preliminary Engineering December 15, 1988 Completion of Final Engineering June 16, 1989 Commencement of Construction September 1989 Completion of Construction September 1991 Completion of Facility Startup November 1991 SCOPE OF SERVICES The scope of services to be provided by the Engineer/Contractor shall include preliminary engineering, design engineering, and construction coordination. The construction of facilities, and operation and maintenance services may be provided by the Engineer/Contractor or others. Each of these services is more specifically described in the following paragraphs. 1. Preliminary. En i.neerin . This phase constitutes approximately a ten-percent design of the proposed Facility. Using the data available in the Facilities Plan, the Engineer/Contractor shall develop a treatment process which will most reliably and cost effectively provide the wastewater with the required treatment to meet discharge requirements. The Engineer/Contractor shall evaluate various feasible alternatives including, but not limited to, those considered in the Facilities Plan, and propose the best alternative. The Engineer/Contractor is not required to follow the recommendations of the Facilities Plan, but if it should elect to do so, it shall ascertain that such recommendations will indeed be capable of meeting the requirements of this project. Design criteria, process diagrams, facilities layouts, preliminary equipment selection, and cost estimates shall be prepared for the proposed treatment process. Also included under preliminary engineering shall be all necessary field surveys, geotechnical investigations, report of waste discharge to be submitted to the San Diego Regional Water Quality Control Board .(RWQCB) and identification of all permits required, including, but not limited to, those required by the South Coast Air Quality Management District, and the procedures to . obtain such permits. 4 The work performed under preliminary engineering shall be presented in a preliminary engineering report to be submitted to the Authority for review. The report shall present a discussion of the alternatives considered; a description of the recommended project; a project schedule for design, construction and startup; and a listing of the permits required as well as the waste discharge report to be submitted to RWQCB. The description of the recommended project shall, as a minimum, include the design criteria, process diagrams, plant and unit layouts, equipment selection, paving and architectural treatments, cost estimate and a discussion of the construction and operation requirements. The Engineer/Contractor shall make a presentation of the preliminary engineering report to the Authority and shall meet with the Authority to discuss review comments. The Authority's review comments shall be incorporated into the preliminary engineering report. 2 . Design En ineerin . After the approval of the preliminary engineering report by CVWA, the Engineer/Contractor shall develop final plans and specifications for the facility. Final plans and specifications as defined herein are plans and specifications completed to a degree that the Engineer/Contractor or any other responsible contractor familiar with wastewater treatment construction, can meaningfully submit a firm and guaranteed fixed-cost bid for constructing the Facility. As part of this phase of the work, the Engineer/Contractor shall submit, with the final plans and specifications, detailed construction cost estimates. Construction costs shall be inclusive of all labor, materials, and equipment, plus a reasonable start-up operational program. A detailed operation and maintenance cost for the initial five ye-:ars after start-up shall also be submitted. Throughout the course of design engineering, the Engineer/Contractor shall work closely with the Authority. Two submittals shall be prepared for the Authority's review, at the 50-percent and 90-percent completion levels, respectively. The 50-percent submittal shall include reasonably well developed plant layout, paving and grading plans, architectural elevations, mechanical drawings, and specifications for general provisions and process equipment. The 90-percent submittal shall include nearly completed plans and specifications, a cost estimate as set forth in the preceding paragraph, and an updated project schedule. The Engineer/Contractor shall meet with the Authority to discuss review comments after each submittal and shall incorporate the Authority's review comments into the plans and specifications. 5 As part of design engineering, the Engineer/Contractor shall obtain in the name of the CVWA all permits required as. identified in the preliminary engineering report. The work shall include performance of all necessary analyses, preparation of all necessary documents, submission of documents to and coordination .with the permitting agencies, as well as coordination with the Authority. All permit submittals and supporting documentation shall be reviewed and approved by CVWA prior to submission to the permitting agencies, and all permit fees will be paid for by the Authority. 3 . Construction Coordination. The Engineer/Contra-ctor shall be responsible for all construction coordination, construction management, and inspection of the Facility to insure completion within the agreed time schedule and contract budget established by the Authority. The Authority shall have full access to the site during construction to observe construction and review contract compliance. Included in this phase is the preparation of "As-Constructed" plans and the preparation of an operations and maintenance manual for the Facility. 4 . Construction of Facilities. The CVWA shall solicit competitive construction bids from Engineer/Contractor and other selected responsible contractors familiar and experienced in the construction, operation and maintenance of wastewater facilities. The construction contract shall be awarded to the lowest responsible bidder as determined by CVWA . The Engineer/Contractor will be awarded the construction contract if the CVWA determines the Engineer/Contractor to be the lowest responsible bidder for the construction of the Facility. 5. Operation and Maintenance. When the construction is near completion, the Engineer/Contractor may provide for operation and maintenance of the Facility for a period of 5 years from the Authority's Acceptance of the Facility at the option of the Authority. The cost of treating and disposal of the wastewater delivered to the Facility during the agreed upon operating period shall be the fixed price or prices per unit volume specified in the contract agreement. During the contract period, the Authority shall have the option to negotiate with the Engineer/Contractor a change order for assistance to the Authority to procure its own operating and maintenance staff and to train the staff. 6 SPECIFIC INFORMATION TO BE INCLUDED IN THE PROPOSAL 1. The Project Team Describe the firm (or firms) comprising or associated with the Proposer. Discuss the experience of the firm(s) , their role and organizational structure, their experience with turn- key/projects, if any, and experience in projects involving multiple agency wastewater projects. Identify the key individuals to be assigned to the project and describe their relevant experience and respective roles in the project organization. Key individuals should include, at a minimum, the project principal., the design engineer, the construction manager, and the operations manager. Furnish and if key individuals are from unaffiliated firms, letters should be furnished describing the nature of the association with the proposer. If the Proposer intends to submit a proposal as a partnership or joint venture, but has not yet finalized such relationship, state the nature of its proposed organization and details regarding how it is to be created, by whom, when, and any other information that may assist the Authority in evaluating the proposal . 2 . Related Experience List all wastewater facilities related to the CVWA project and proposed team for which the Proposer has provided planning, design, construction, and/or operations services within the past five years. For design experience, indicate the project name: and location; the plant size in MGD; when the design work was initiated; the completion date; the constructed value; the percentage variance between the final constructed value and the amount of the accepted construction bid; and the name, address and telephone number of a reference contact. For construction experience, identify the client, the constructed value of the . facility, and the name, address and telephone number of a reference contact. For operations experience, identify the facility and/or owner; the type of treatment; the capacity of the facility in MGD; and the name, address and telephone . number of a reference contact. 7 3 . Engineer/Contractor Approach Describe - the Proposer' s understanding of the issues associated with the Turn-Key approach for the project. Discuss concepts and approach to accomplish the services specified in this request for proposal . Provide a detailed scope of work tasks for the services required and make recommendations, if any, for modification of the scope of services described above, such that the project may be better implemented . The Engineer/Contractor shall not be responsible for financing of the project, however, if the proposer can assist in securing low cost financing for the Authority, state how such assistance can be provided. 4 . The Design Concent In three pages or less, describe the Proposer' s understanding of the technical design issues related to the project and the processes that the proposer considers to be capable of meeting the project' s anticipated effluent discharge standards in a reliable and cost effective manner. In addition, you should include flow diagrams, schematics and other data as necessary. 5. Contractual Terms and Conditions In three pages or less, describe the nature of the contractual relationship contemplated with the Authority. Discuss any contractual terms or conditions that the Proposer believes to be non-negotiable. In an appendix, furnish either a specimen, contract or the table of contents for, or the outline of, the envisioned contract. 6. Project Costs and Schedule Provide estimated costs for each of the phases of work as previously outlined and typical costs for construction and operation of typical 6. 3-MGD plants which incorporates the processes and facilities that may be proposed. A. Preliminary Engineering B. Design Engineering C. Construction Coordination D. Construction of Facilities (typical for specified processes proposed) 8 E. Operations and Maintenance of Facilities (typical for specified processes proposed) Review the Authority's proposed time schedule, make comments and include a detailed schedule of implementation from notice to proceed from the Authority to completion of the start- up/commissioning phase (acceptance of the Facility) , and Commencement of the annual operations and maintenance activities. Describe the Proposer's strategy for implementing the project, including a generalized project implementation schedule with key project milestones. If the Proposer envisions any special permits or governmental approvals, these should be noted. Identify deliverables and the proposed schedule for completing the deliverables and furnishing them to the Authority. 9 Proposal for Design, Construction Operation and Maintenance of a NEW 6.3 MGD WASTEWATER TREATMENT FACILITY Presented to THE CAPI TRANO VALLEY WASTEWATER ER ALJTHORIT Proposal for Design, Construction Operation and Maintenance of a NEW 6.3 MGD WASTEWATER TREATMENT :A CLI .presented to THE CAPISTRANO VALLEY WASTEWATER AUTHORITY Y Proposal No. 606-1682 August 9,1988 PARSONS MUNICIPAL SERVICES, INC. 100 WEST WALNUT STREET PASADENA,CADFORNIA 9:124 (8181440-2000 Telex WH 675-336 August 9, 1780 Mr. Dennis A. Erdman General Manager Capistrano Valley Wastewater Authority 25752 Victoria Blvd. , P.O. Box 2008 Capistrano Beach, California 92624 Dear Mr. Erdman: We are pleased to transmit Parsons proposal for the design, construction, operations, and maintenance of a new 6.3 mgd wastewater treatment facility. We have made every effort to be responsive to your Request for Proposals and in our design recommendations to be sensitive to your stated environ- mental requirements. In addition . to your request for basic services, we have suggested improvements to the process which can save significant amounts of schedule time and project cost. For your convenience, we have capsulated our proposal in an Executive Summary. Continuing in our proposal , we have furnished requested infor- mation on our corporate experience and proposed project team (Section 2) ; discussed a conventional and fast-track engineer/contractor approach and permitting plan; furnished our concept for financing assistance (Section 3) ; examined at some length four process design alternatives, including capital and operating cost considerations as well as land use requirements (Section 4) ; described our thoughts on general contract terms and conditions (Section 5) ; and presented estimates for professional services, capital and operating costs and suggested project schedules (Section 6) . In the Appendices we have furnished additional information including resumes of our proposed project team, an initial wastewater characterization, our design selection criteria, process flow diagrams, planning level process specifications, planning level capital and operating cost estimates, and speciman engineering and operations contracts. We gave considerable thought to providing preliminary layouts for each pro- cess system. However, because of the project's sensitivities to environ- mental and neighborhood impacts and the relationship of the physical improvements to the ultimate use of surplus district property, we concluded that the development of conceptual layouts should be included in the prelim- inary engineering phase as part of our recommendation of process options , where we can combine efforts to address this important process-specific issue. A SUBSID7 ARY OF'€HE PARSONS CORPORATION PARSONS MUNICIPAL SERVICES, INC. Mr. Dennis A. Erdman -2- August 9, 1988 It is not often that professional service firms are given the opportunity to design, build, and operate a major wastewater treatment facility. With Parsons unique combination of skills , corporate interest, and experience, we sincerely welcome this opportunity. We can point with pride to a number of projects where this approach has resulted in highly satisfied clients. We feel that we are especially well prepared to offer our services to your Authority by virtue of our past experience with similar, multiple agencies and turnkey projects. Our team experience and capabilities in the permitting area will be very helpful in obtaining required approvals. We are comfor- table in providing a flexible set of options because we know that through this process you will be best served in the end. We are confident that a simple and reliable facility can be placed in service quickly and that the Authority and its customers will benefit from our operations and management skills. forward to the opportunity of meeting with you and the Authority to further discuss this important project. If you have any questions or require any additional information, please call me or Dennis Parker at 818-440-3141 . Very truly yours, PARSONS MUNICIPAL SERVICES, INC. f Kline P. Barney, r. President KPB/,1c PARSONS- CONTENTS Page SECTION 1 EXECUTIVE SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-1 1 . 1 Project Team and Related Experience. . . . . . . . . . . . . . . . . . . 1-1 1 .2 Engineer/Contractor Approach. . . . . . . . . . . . . . . . . . . . . . . . . . 1-2 1 .3 Design Concept. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3 1 .4 Contractual Terms and Conditions. . . . . . . . . . . . . . . . . . . . 1-4 1 .5 Project Costs and Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-4 1 .6 Conclusion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-7 5F('TT0K ? PROJECT TEAM AND RELATED EXPERIENCE. . . . . . . . . . . . . . . . . . . . . . . . . 2-1 2. 1 Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-1 2.2 Parsons Corporate Team. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-1 2.2. 1 Wastewater Design, Permitting, and Environmental Management. . . . . . . . . . . . . . . . . . . . . 2-3 2..2.2 Wastewater Facilities Construction Services. . . . . . . . . . . . . . . . . . . . . . . . 2-8 2.2.3 Wastewater Operations. . . . . . . . . . . . . . . . . . . . . . . . 2-12 2.2.4 Subcontractors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-15 2.3 Key Personnel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-15 2.4 Detailed Resumes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-17 SECTION 3 ENGINEER/CONTRACTOR APPROACH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-1 3.1 Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-1 3.2 Conventional Approach. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-2 3.3 Fast-Tracts/Turnkey Approach. . . . . . . . . . . . . . . . . . . . . . . . . . . 3-6 3.4 Permitting and Environmental Assessment. . . . . . . . . . . . . . . 3-10 3.5 Project Financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3--12 3.5. 1 Assumptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-12 3.5.2 Financing Structure. . . . . . . .. . . . . . . . . . . . . . . . . . 3-13 3.5.3 Financing Assistance. . . . . . . . . . . . . . . . . . . . . . . . . 3-15 SECTION 4 DESIGN CONCEPT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 4-1 SECTION 5 CONTRACTUAL TERMS AND CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-1 5. 1 Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 5-1 5.2 Conventional Engineering Services. . . . . . . . . . . . . . . . . . . . . 5-1 5.3 Fast-Track Engineering/Construction Services. . . . . . . . . . 5-2 5.4 Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-2 SYD/1682 iii 080888 PARSONS- CONTENTS (Contd) PEMe SECTION 6 PROJECT COST AND SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6--1 6. 1 Summary. . . . . . . . . . . . . . . . . . . 6-1 6.2 Preliminary Engineering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-1 6.3 Design Engineering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6--1 6.4 Construction Coordination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-2 6.5 Construction Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-2 6.6 Operating and Maintenance Costs. . . . . . . . . . . . . . . . . . . . . . . 6-2 6.7 Fast Track. . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . I . . . . . 6-2 6.8 Project Finance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-2 6.9 Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-4 APPENDICES A Parsons Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A--1 B Selection Criteria. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 C Wastewater Characterization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 D Alternative Process Descriptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . D--1 E Computer Models and Mass Balance Diagrams. . . . . . . . . . . . . . . . . . . E-1 F Cost Estimate Summaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1 C Life Cycle Cost Summaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1 HSpecimen Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1 FIGURES 1-1 Summary of Estimated Capital and Operating Costs. . . . . . . . . . . . 1-5 1-2 Proposed Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-6 2-1 The Parsons Organization. . . . . . . . . . . . . . . . . . . . . . . . 2-2 2-2 Proposed Project Team. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-16 3-1 Conventional Procurement Model. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-3 3-2 Engineer/Contractor Approach: Option 1 - Conventional Procurement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4 3-3 Past-Track Procurement Model. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-8 3-4 Engineer/Contractor Approach: Option 2 —Fast-Track Procurement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-9 3-5 Tax-Exempt Municipal Lease - Letter of Credit. . . . . . . . . . . . . . . 3-14 4-1 Summary of Estimated Capital. and Operating Costs for Alternative Treatment Processes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-3 6-1 Summary of Estimated Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-3 6-2 Conventional Procurement Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . 6-5 6-3 Fast-Track Procurement Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-6 SYD/1682 iv 080888 PARSONS- CONTENTS ARSO i -CONTENTS (Contd) Page TABLES 2-1 Selected Parsons Experience in Design of Wastewater and WaterTreatment Plants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-5 2-2 Selected Parsons Experience in Construction Sources for Wastewater and Water Treatment Plants. . . . . . . . . . . . . . . . . . . . . . . 2-9 2-3 Selected Parsons Experience in Operation of Wastewater Treatment Plants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-13 SYD11682 v 080888 PARSONS— SECTION 1 EXECUTIVE SUMMARY 1 . 1 PROJECT TEAM AND RELATED EXPERIENCE Parsons has assembled a highly qualified team of professionals to implement the Authority's new wastewater treatment facility. All principal team members are employees of Parsons and have extensive experience working together on similar projects. The team is Southern California-based, affording quick and easy access to the Authority, its member agencies, regulatory agencies, and the public. Our team is fully experienced in both conventional and fast-track engineer/contractor approaches. Our principals have actively followed the development of this project over the past 18 months and we are well aware of the technical, environmental, neighborhood, and institutional issues that must be addressed. In recognition of the importance Parsons places on this assignment, Mr. Kline P. Barney, President of Parsons Municipal Services Inc. , will serve as our senior management representative and will provide liaison between the Authority and The Parsons Corporation. Our project principal is Nicholas L. Presecan, Senior Vice President of Engineering-Science, who will be responsible for the project's engineering direction, technical process evaluation, and quality assurance. Permitting responsibilities will be carried out by Dr. Paul E. Smokler, who has extensive experience with all regulatory and review agencies involved with the project for permitting and environmental approvals. Dr. Sm.okler will be assisted by T.J. Meadows, who has extensive first-hand knowledge of the area and its water quality needs. Preliminary design will be directed by David L. Sullivan, who is also President of Parsons wastewater facility operations group. Mr. Sullivan is intimately familiar with the Victoria and SERRA facilities, both from design and operations standpoints. Final design will be performed by Joseph C. Reichenberger, who is a Vice President and Manager of Engineering-Science's Western Region Operations. Mr. Reichenberger can assure priority for the completion of final design. Kenneth J. Deagon, will bear responsibility for construction services. Mr. Deagon is now implementing a fast-track wastewater facility for Casa Grande, Arizona. If the Authority desires Parsons' assistance in the area of Project Finance, these services will be provided by Dennis D. Parker, who has participated in over $200 million in water and wastewater infrastructure financings. Mr. Parker will work directly with the Fuji Bank and Marubeni-America Corporation to develop a unique credit enhancement tool. Parsons overall wastewater experience during the past 5 years includes design of 28 facilities with a constructed value of $810 million; construction services for 32 wastewater facilities with a constructed value of over SYD/1682 1-1 080888 PARSONS— $1 .3 AiR NS—$1 .3 billion; and operating responsibilities at 29 facilities with a combined treatment capacity in excess of 290 mgd. Many of these projects involve turnkey approaches and/or multiple agency authorities as client. 1 .2 ENGINEER/CONTRACTOR APPROACH Parsons is committed to furnishing the Authority with the most reliable, cost- effective, and operator-friendly facility possible. The facility will be laid out and designed to be a "good neighbor". Allowing for future changes in regulatory requirements, volume increases, and interactions with SERRA are important goals. We also recognize the desire of the District to retain land for future productive economic uses, and will incorporate ideas for achieving this goal in our preliminary design. We are experienced in both conventional and turnkey fast-track engineer/contractor approaches and have recently implemented projects using both methods. In a conventional approach, we will perform preliminary design, including further evaluation of process options, obtain requisite permits, and prepare final design and plans/specifications. We will coordinate general contractor bidding, recommend awards, and perform resident engineering/construction administration services. We will perform startup and operate the facility according to the Authority's desires. We will guarantee the design performance of the facility for as long as we provide operating services. We are confident that, subject to events within our reasonable control, the conventional approach can be implemented within 32 months of Notice to Proceed. This schedule is 7 months faster than the schedule indicated in the RFP. We have also suggested a fast-track engineer/contractor approach that we believe can be implemented within the framework of the Authority's RFP and procurement regulations. In this approach, we would substitute final design for the development of a series of specific performance bids for individual "hard money" items, and perform construction management services directly. Subject to conditions within our reasonable control, we believe the fast-track option can result in a 25-month performance schedule from Notice to Proceed. This approach will save 7 months when compared to the proposed conventional schedule, and 14 months when compared to the schedule set forth in the RFP. If the Authority desires, we will furnish a guaranteed maximum price and guaranteed construction schedule as part of the preliminary engineering report. If accepted by the Authority, we will then proceed with the fast-track option. Individual hard-money contracts will be bid and the Authority will benefit from savings below the guaranteed maximum price. The Authority will be able to see actual bids and verify prices and costs. In exchange for the guaranteed maximum price and schedule, we will propose an incentive fee arrangement that reflects savings achieved for cost and schedule. A decision on conventional or fast track can be made at the conclusion of preliminary engineering when the merits of each approach can be fully determined by the Authority. We are prepared to work with the Authority to obtain credit enhancements for the project debt. If such arrangements involved the issuance of variable rate SYO/1682 1-2 080888 PARSONS- debt, our associates (including the Fuji Bank and Marubeni-America) would discuss arrangements to limit the exposure of the Authority to short-term interest rate fluctuations. 1 .3 DESIGN CONCEPT Parsons is committed to design a facility that meets the Authority's environmental requirements for: o Odor and nuisance control. o State-of-the-art technologies to minimize operations and maintenance requirements and .max.imize reliability. o Simple and cost-effective operations. o Consideration of residuals disposal systems to meet present and future disposal requirements and regulations. To meet these important goals, Parsons has examined both suspended-growth and fixed-film biological treatment processes. For suspended-growth systems, we have investigated two process systems: ( 1) conventional activated sludge and (2) sequential batch reactors. For fixed-film systems, we have examined two process systems: ( 1) biotowers and (2) submerged biological contactors. In the process of this evaluation, we have also considered variants including the AO process and the Schrieber process, which we have concluded fall within the performance and cost ranges for the four selected systems. For each process system, we have prepared a process flow diagram, and completed mass balances and preliminary process element specifications. We have submitted each process to an EPA 201 planning-level computer cost evaluation, and have estimated costs on a life-cycle basis. The results of our investigations are summarized in Section 4 and detailed in Appendixes E, F, and G. Based upon life-cycle cost analysis, the following ranking emerged, using assumptions set forth in the body of the proposal: o Submerged Biological Contactors - $11 ,928,00 capital - $336,000 annual 0&M o Biotowers $12,145,000 capital - $344,000 annual O&M o Conventional Activated Sludge - $13,446,000 capital - $656,000 annual O&M SYD/1682 1-3 080888 PARSON - o Sequential Batch Reactors - $10,235,000 capital - $1,012,000 annual 0&M Upon Notice to Proceed, we will further refine our process assessment and recommend the system that best meets the Authority's overall goals and objectives. 1 .4 CONTRACTUAL `PERMS AND CONDITIONS Parsons is highly flexible regarding contractual terms and conditions. Section 5 outlines three general approaches that can be considered in implementing this assignment: o Conventional Engineering Services Master Agreement o Fast-Track Amendments to the Engineering Services Master Agreement o Operating Services In Appendix H we have furnished specimen copies of a conventional engineering services master agreement and an operations service agreement. In Section 5, we discuss special features association with fast track. These special features include: o A guaranteed maximum capital cost o A guaranteed in-service date o A comprehensive design performance warranty o Assumption by Parsons of Parsons-initiated change order costs o A targeted hard-money bidding/negotiations program o Incentive fee arrangements to improve on cost and schedule performance All principal assignments would be performed by subsidiaries of The Parsons Corporation. 1 .5. PROJECT COSTS AND SCHEDULE In Section 6, we outline our cost estimates for the performance of preliminary engineering, including a guaranteed maximum price and schedule option, conventional final design and bidding administration, and construction services. We also provide engineering estimates of capital and annual operating cost for each system, based on uniform pricing assumptions. Our fee will be influenced by the process ultimately selected and the complexity of design, plans, and specifications involved. Figure 1-1 summarizes the project's estimated costs. Experience indicates that our fast-track approach should save approximately 15% of the total design and construction management costs. We describe several incentive mechanisms to motivate the maximum achievement of savings in cost and schedule. We further describe a process for evaluating the performance of our credit enhancement and financing work and tying such compensation to savings actually achieved by the Authority. Figure 1-2 presents a proposed schedule for the conventional and fast-track approaches. SYD/1682 1-4 080888 Summary of Estimated Capital & Operating Costs For Alternative Treatment Processes Process Land Constructed Annual Design Deeded ( JL } Ual ue ( 2 ) 0 & M ( 3 ) Sequential Batch Reactor 6 $10, 2351000 $110i2, 000 Submerged 7 $11, 9281000 $336, 000 Bio. Contactors i Biotowers k} $12, 145, 000 $345, 000 Conventional 10 $13, 447, 000 $657, 000 Act. Sludge Votes: ( i ) Land Needed is based on a scale of i to 10, with higher ratings requiring a larger Facility site. ( 2 ) Constructed value based on CAPDET computer runs, and is for estimating purposes only. ( 1988 $ ). ( 3 ) O&M is estimate only, including operating and maintenance labor, power costs, material costs, and chemical costs . ( 1988 $ ) Figure I-i Parsons Capistrano Ualley Wastewater Authority 6. 3 MGD Wastewater Treatment Facility Proposed Schedule Conventional Fast Track Prel . Engineering 9/15/88 - 11/15/$8 9/45/88 _ 11/15/88 Performance Plans/Specs 5/15/89 50Y Report 1/15/89 90% Report 4/15/89 Plans/Specs/Bidding 8/1/89 5/15/89 Procure/Construct 8/i./89 - 4/1/91 2/15/89 - 8/15/90 t ON Start-up 6/1/91 10/15/90 Note: Schedule based upon early acceptance of process recommendations & interactive development of Performance plans and specifications Figure 1--2 Parsons PARSONS- 1 .6 CONCLUSION Parsons is pleased to be considered for this important assignment. We believe that our feelings are evidenced by the time and energy we have expended in understanding the Authority's needs, both technical and governmental. We stand ready to perform the services outlined herein without delay. We look forward to establishing a specific program for creating a functional facility that stresses simplicity, cost effectiveness, and reliability, and is in every sense a good neighbor. SYD/1682 1-7 080888 PARSONS- SECTION A RSON -SECTION 2 PROJECT TEAM AND RELATED EXPERIENCE 2.1 SUMMARY This section presents the background and expertise of Parsons for the Capistrano Valley Water Authority project. Detailed information on our related design, construction, and operations and maintenance experience is included in three tables in Subsection 2.2. Subsection 2.3 introduces the key personnel who will perform the project; detailed resumes are included at the end of the section. 2.2 PARSONS CORPORATE TEAM Since its founding in 1944, Parsons has grown to become one of the world's leading engineering, construction, and project development organizations. Parsons has provided professional services on thousands of assignments around the world in such areas as petroleum and chemical processing, minerals and mining, aerospace and defense, and all aspects of urban infrastructure development. Project assignments have included engineering, procurement, and construction of over $6 billion in Alaska oil production facilities; program and construction management for the development of a new city of 150,000 persons at Yanbu, Saudi Arabia; and design or construction management of over $2 billion in municipal water and wastewater system improvements. The Parsons Corporation is consistently ranked by Engineering News-Record magazine as one of the top three contractors, designer-constructors, and program/ construction managers. The Parsons Corporation is comprised of a number of wholly owned subsidiaries, each a leader in its field of expertise. Principal Parsons subsidiaries include The Ralph M. Parsons Company; Engineering-Science, Inc. ; De Leuw, Cather & Company; Chas. T. Main, Inc. ; Barton Aschman Associates; and Parsons Municipal Services, Inc. The Parsons Corporation is wholly owned by its employees, thus giving each employee a tangible interest in client satisfac- tion and repeat business. For the services offered to the Capistrano Valley Wastewater Authority, The Parsons Corporation would be represented by Parsons Municipal Services, Inc. Figure 2-1 provides a diagram of the overall Parsons organization. Over the past decade, Parsons has emerged as a leader in the area of municipal infrastructure in communities across the United States. Early on, Parsons recognized the need, among its municipal clients, for an organization that could fold a wide range of expertise under a single project development umbrella. In addition to technical expertise in the field of planning, design, and construction, Parsons has found that providing operating services and project finance capabilities helps its municipal clients define, finance, and implement their required facilities on schedule, within budget, at the lowest possible cost. SYD/1682 2-1 080888 CHAIRMAN,PRESIDENT A CHIEF EXECUTIVE OFFICER O Cr THE PARSONS CORPORATION WE.Lannl,ard 03 _ IV Gnvernmem i�a,snn EXECUTIVE VICE PRESIDENT J.K.Bratton,Sr.VP. R.M.pevldaon Chref Fenane,80()f1wer --- TL.Lengttxd,Sr.VP D,,ec for of RaAlness Devalopmont E.J.Moroni,St.VP, ",,arfnr of Corporate RalationS D-C.Wlmmer,V P (ipn0'01 CDunsef And Secretary G.L Stone,V.P. - Manragpr fax Oeparrmanr P.G.Woosley,VP Manager,tnlernaf AjM,f A.Barre N THE ENGINEERING- S.I.P. PARSONS�. HARLAND PARSONS RALPH M.PARSONS SCIENCE,INC. ENGINEERING,INC. CONSTRUCTION BARTHOLOMEW A MUNICIPAL COMPANY SERVICES,INC. ASSOCIATES,INC. SERVICES,INC. pmsrdenr Preswanr prasadanP _ Yp.asadgnt pres0ent��- Prosrdenr R W,Judson A_W.Lawn W.E.Hampton J.B,Banowsky E.A.Beef K.P Barney,Jr. THE PARSONS BARTON-ASC14MANDE LEUW.GATHER STEINMAN BOYNTON - RALPH M.PARSONS CHAS,T MAIN,INC. CONSTRUCTORS ASSOCIATES,INC. A COMPANY GRONOUIST A COMPANY LIMITED —. INC. BIRDSALE,INC. Managing D,recror Charrman Prasidenr Cherrmao Chapman Finardus Chmuman J.M-Russeil _PF.Gomsan W.W.Cody M.M.Blechman J.A.Coywood G.AranQo presidant. Presrrle,rr preaideof vx.o Charrman J.T.Callahan F.M.Schwvlger D.S.Gedney e.Birdsall ul 0 � Pres dant CK) V0 W.F.Geyer 0 Figure 2--1 In co Ico PARSONS- Today, A S NS- Today, Parsons is the recognized industry leader in the field of public/private partnerships of new municipal wastewater facilities. Since 1983, Parsons has financed in excess of $170 million in municipal wastewater, water treatment, and cogeneration facilities, and nearly $500 million in surface transportation projects. Parsons efforts at privatization have attracted national attention. The nation's first privatized wastewater treatment facility, a 5-mgd plant at Chandler, Arizona, has provided the model for many other communities. A similar 5.5-mgd system for Gilbert, Arizona, was constructed as a turnkey project and put in service less than a year after the sale of bonds. In Pelham, Alabama, PMSI owns and operates a sewerage collection and treatment system for a city of 18,000, this sewerage plant was also a turnkey project. In Downingtown, Pennsilvania, PMSI's client is a five- city wastewater authority. ES is now completing the construction of a turnkey wastewater project for the city of Casa Grande, Arizona. Parsons finance/design/build/operate activities are carried out by Parsons Municipal Services, Inc. (PMSI) . The subsidiary is based at The Parsons Corporation's World Headquarters in .Pasadena, California. PMSI 's wastewater treatment project experience and qualifications are presented in Appendix A. 2.2. 1 WASTEWATER DESIGN, PERMITTING, AND ENVIRONMENTAL MANAGEMENT Parsons sanitary and environmental engineering, permitting, and design services are carried out by Engineering-Science, Inc. (ES) . ES is the engineer of record for more than 100 new or expanded expanded wastewater treatment plants across the world. These facilities range in size from domestic U.S. plants processing less than 1 mgd of wastewater to a system treating more than 250 mgd in a developing country. ES has designed facilities to provide primary, secondary, and tertiary wastewater treatment, and to deal with special problems including stringent discharge limitations, large industrial waste streams, odor control, constrained facility sites, and phased improvement or replacement of existing facilities. ES has been selected to design and build this great variety of wastewater treatment plants because of its proven record of achievement over the past 40 years and because of its comprehensive list of services. In addition to providing master planning, feasibility studies, design, engineering and construction services, ES offers plant startup, staff training, operations manuals, and complete operation and maintenance services. ES also provides highly specialized services including the design of treatment processes that allow wastewater reuse for recreational or agricultural purposes, and oceanographic studies and design of submarine outfall disposal systems. In conjunction with other Parsons Corporation subsidiaries, ES also designs and provides operation and maintenance services for privately owned and operated municipal wastewater treatment facilities. ES is among the few international design and consulting firms with comprehensive air quality and air pollution control capabilities. From basic problem identification through complete permitting and compliance assistance, ES provides professional services that result in quick, efficient solutions to air quality problems. ES service capabilities in the air-quality field include: SYD/1682 2-3 080888 -RARSONS — o Meteorology and atmospheric engineering - Atmospheric measurements - Detached/in-plume sampling - Tracer analyses - Downwind monitoring - Site evaluations o Modeling services for: - Magor new sources - Variances from existing regulations - Energy conversion impact analysis - Implementation plans o Field services - Ambient monitoring - In-plant surveys - Dispersion model validation ES also offers a wide range of technical, management, and consulting service to help federal, state, and local governments, as well as private industry, deal with environmental concerns. Blending the skills of more than 30 scientific and engineering disciplines, ES personnel provide assistance with virtually every technical, financial and socioeconomic aspect of an environmental issue. The firm's list of services include: o Program and project planning o Feasibility studies and reports o Regulatory compliance analysis o Environmental impact statements and reports o Audits and compliance reviews o Field investigations o Comprehensive environmental assessments o Expert testimony ES's reputation rests on its record of providing unbiased and balanced environmental reporting. The company has the ability to respond to individual needs and problems, evaluate the environmental consequences of a project, develop cost-effective mitigating procedures, and monitor compliance with permit requirements. A recent summary of ES wastewater treatment design experience is furnished in Table 2-1 . All projects listed were either initiated or completed within the past a years. ES has recent design and/or preliminary engineering experience with each of the process alternatives outlined in this proposal. SYD/1682 2-4 080888 Table 2-1 - Selected Parsons Experience in Design of Wastewater and Water Treatment Plants cr. co NJ Plant Constructed Final Const. Size Start Completion Cost Cost/Bid Amt. Project and Client (mgd) Date Date (S million) M Reference Additions to Activated 4 August 1983 October 1985 4.7 1.02 Domenic Scricce Sludge Plant, City of City Manager Ashtabula, Ohio Ashtabula, OH 215/997-5791 Four Aerated Lagoon 18-200 September 1984 April 1987 3 Under - Complexes, Municipal Construction Corp. of Greater Bombay, India Westerly Water Pollution 50 December 1982 July 1986 105 N/A Erwin Odeal or Control Center, N.E. Charles Vasulka Ohio Regional Sewer Northeastern Ohio Regional Dist., Cleveland, Ohio Sewer District Cleveland, OH 216/881-5600 Fixed Film Reactor and 26 November 1982 November 1985 27 1.01 Earl Martin Treatment Plant Expansion City of Rocky River City of Rocky River 216/331-0600 Cuyahoga County, Ohio Activated Sludge Plant, 125 1982 1990 90 Under - City of Kaohsiung, Taiwan Construction Wastewater Treatment Plant 5-20 1985 August 1987 3.5 1.01 - Step 11 Design, City of Houston, Texas A� up Activated Sludge Plant, 6 1984 late 1986 11 Under - © City of Atlanta, Georgia Construction Co Q oa Ql Co Table 2-1 (Contrd) rn CO ry Plant Constructed Final Const. Size Start Completion Cost Cost/Bid Amt. Project and Client (mgd) Date Date (S million) M Reference Wastewater Treatment Plant, 5.5 1984 late 1986 19 1.0 Kent Cooper Town of Gilbert, Arizona City Manager 119 N. Gilbert Rd. Gilbert, A2 85235 602/892-0802 Wastewater Treatment Plant 2 March 1986 July 1987 16 1.0 Bobby Mayes and Collection System, Mayor City of Pelham, Alabama. City Hall Pelham, AL 35124 205/663-3901 N Wastewater Treatment Plant 7.0 September 1986 December 1987 10.4 1.0 ion Greenleaf Expansion, Borough of Borough Manager Downingtown, Pennsylvania Borough Hall 4 W. Lancaster Ave. Downingtown, PA 19335 215/268-0344 Wastewater Treatment Plant, 1.5 1982 1984 2 1.0 Jerry Smith City of Montecito, Montecito Sanitary District California 1042 Monte Cristo Lane Santa Barbara, CA 93108 805/969-0913 Wastewater Reclamation Plant, 10 1984 1987 12 Under Tom Levy City of Palm Desert, Construction General Manager California Coachella Valley Water District 619/398-2651 up O Wastewater Treatment Plants, 1 1986 1988 t.9 Under Ell Lilly Industries, Inc. 00 Eli Lilly d Co., Puerto Rico Construction K.M. 146.7, State Road No. 2 CO Mayaguez, Puerto Rico Lq COW Gabriel Garcia 809/834W-7846 is Table 2-1 (Contd) rn c N) Plant Constructed Final Const. Size Start Completion Cost Cost/Bid Amt. Project and Client (mgd) Date Date (S million) M Reference Port Malabar Wastewater 4 1986 1987 3 tinder Steve Urich Treatment Plant, City of Construction General 0evelopment Palm Beach, Florida Utilities 1111 S. Bayshore Dr. Miami, FL 33131 Wastewater Treatment Plant 10 1987 1991 28 Completing Bruner Ford Hillsborough County, Florida final County of Hillsborough design P.O. Box 1110 Tampa, FL 33601 813/272-5362 Oceanside Water Treatment 16.5 1980 1982 6.8 1.04 Mike McGrath Plant Operations Superintendent Oceanside, California City of Oceanside 619/727-0790 Miramar Water Treatment 20 1985 1987 10.8 1.006 Richard W. Hansen Plant General Manager Three Valleys Water District 3300 Padua Ave. Claremont, California Claremont, CA 91711 714/621-5568 M Wr 0 00 Z C 00 00 co PARSONS- 2.2.2 WASTEWATER FACILITIES CONSTRUCTION SERVICES During the past 5 years, Parsons has constructed or .provided construction services on wastewater facilities with a value in excess of $1 .3 billion. Parsons provides comprehensive construction services and construction management capabilities to government and industry in domestic and foreign markets on projects of any size or complexity. Services are provided to construction programs that range from low-cost assignments to multibillion-dollar mega projects, and offers the attention of a Southern California presence plus the financial resources provided by The Parsons Corporation. 'arsons has an active field staff and craft labor force capable of undertaking construction projects of any size on a direct-hire basis. Management systems technology, utilizing some of industry's most advanced computers and software, can be employed to achieve maximum manpower productivity. Schedules, budgets, and sequential construction activities are planned and monitored to produce completed projects on time and within budget. Parsons construction subsidiaries are available to provide construction services on a union or merit-shop basis, as appropriate. Parsons recent construction services experience in wastewater treatment facilities is summarized in Table 2-2. SYD/1682 2-8 080888 PARSONS- Table 2-2 - Selected Parsons Experience in Construction Services for Wastewater and Water Treatment Plants Constructed Cost Project and Client ($ million) Reference Westerly Water Pollution 105 Erwin Odeal or Control Facility, Charles Vasulka Northeast Ohio Regional Sewer Northeastern Ohio District, Cleveland, Ohio Regional Sewer District Cleveland, OH 216/881-6600 Water Treatment Plant, 110 - Cairo, Egypt Wastewater Treatment 2.5 Tom Levy Plant Expansion, General. Manager Coachella Valley County CVWD Water District, 619/398-2651 Palm Desert, California Wastewater Treatment Plant, 61 - Pipelines 15 Pump Stations, and 2 Ocean Outfalls, Colombo, Sri Lanka Wastewater Treatment Plant 10.4 Don Greenleaf Expansion, Borough of Borough Manager Downingtown, Pennsylvania Borough Hall 4 W. Lancaster Ave Downingtown, PA 19335 215/268-0344 4 Primary Treatment Plants, 350 - Pump Stations, Tunnels, and Ocean Outfalls, Municipal Corp. of Greater Bombay, India Water Treatment Plant, 6.8 Mike McGrath Oceanside, California Operations Superintendent City of Oceanside 619/727-0790 SYD/1682 2-9 080888 . PARSONS— Table 2--2 (Contd) Constructed Cost Project and Client ($ million Reference Wastewater Treatment Plant, 45 - Pipelines, Water Treatment Plant, and Pump Stations, Kathmandu, Nepal Pipelines, Pump Stations, and 38 - Water Treatment Plant, Kota Kinabalu, Malaysia Wastewater Treatment Plant 50 _ Expansion, 3 New Wastewater Treatment Plants, and Pipelines, Kuala Lumpur, Malaysia Wastewater Treatment Plant, 27 Earl Martin Rocky River, Ohio City of Rocky River 216/331-o600 Wastewater Treatment Plant, 11 - Friendswood, Texas Wastewater Treatment Plant, 1 City of Charles City Expansion, 105 Milwaukee gall Charles City, Iowa Charles City, IA 50616 Dennis Willemssen 515/228-1846 Wastewater Reclamation Plant, 22 B. Metzler Chandler, Arizona Public Works Director City of Chandler 200 E. Commonwealth Ave Chandler, AZ 85224 602/899-9772 Wastewater Treatment Plant, 14.5 Kent Cooper Gilbert, Arizona City Manager 119 N. Gilbert Rd Gilbert, AZ 85235 602/892-0802 SYD/1682 2-10 080888 PARSONS- Table ARSON -Table 2-2 (Contd) Constructed Cost Project and Client ($ million Reference Wastewater Treatment Plant 11 Bobby Hayes and Collection System, Mayor Pelham, Alabama City Hall Pelham, AL 35124 245/663-3901 Municipal Waste Treatment, 45 - East Bay Municipal Utility District, Oakland, California Municipal Waste Treatment, 25 - Taipei Area Sewerage Department, Taipei, Taiwan Wastewater Distribution System, 6 _ Zurn Industries Guayaquil, Ecuador Hyperion Energy Recovery System, 200 Ralph Kennedy City of Los Angeles, CA Hyperion Construction Division Engineer 7660 W. Imperial Hwy Playa del Rey, CA 90293 213/615-4001 SYD/1682 2-11 080888 PARSONS- 2.2.3 WASTEWATER OPERATIONS Parsons is a major providor of wastewater operating services. These services include plant startup, O&M manuals, operation and maintenance, training, and trouble-shooting. In response to growing client interest, we currently provide full-service operations at wastewater treatment facilities with design capacities ranging from 1 to 30 mgd. Our recent corporate experience includes operating assignments at 29 municipal facilities with a combined average daily capacity in excess of 290 mgd. We have specific operational experience with each of the design process operations presented in this proposal. Parsons recent wastewater operating experience is summarized in Table 2-3. SXO/1682 2-12 080888 PARSONS- Table ASON -Table 2-3 -- Selected Parsons Experience in Operation of Wastewater Treatment Plant Capacity Client Type of Treatment (mgd) Reference Chandler, AZ Activated sludge with 5 8. Metzler tertiary facilities Public Works Director 200 E. Commonwealth Ave. Chandler, AZ 85224 602/899-9772 Gilbert, AZ Oxidation ditches for 5.5 Kent Cooper secondary treatment City Manager 602/892-0802 Downinoton. PA Advanced secondary 4.0 Don Greenleaf extended aeration Borough Manager Borough Hall Downingtown, PA 19335 215/268-0344 Pelham, AL Extended aeration 1.0 Bobby Hayes Mayor City Hall Pelham, AL 35124 205/663-3901 C&H Sugar Company Activated sludge, anaerobic Jake Shpak Crockett, CA digesters CAH Sugar Co. Crockett, CA 415/787-2121 Millidgevil #e, GA Trickling filter 7 - General Electric Plastic waste 9 - Company Mt. Vernon, IN General Motors Metal removal 0.25 CPC Group Corporation 3900 Motors Doraville, GA Industrial Way Doraville, GA 30360 John Connally 404/455-5334 General Motors Industrial wastewater 1.5 CPC Group Lakewood, GA treatment P.O. Box 1655 Atlanta, GA 30321 Bridget Reisinger 404/624-2733 Rocky River, Ohio Municipal wastewater 25 Earl Martin treatment City of Rocky River 216/331-0600 SYD/1682 2-13 080888 'PARSONS- Table -Table 2-3 (Contd) Capacity Client Type of Treatment (mgd) Reference Cleveland, Ohio Lime clarification, dual 50.0 Erwin Odeal or media pressure filtration Charles vasulka Norheastern Ohio Regional Sewer District Cieveland, OH 216/881-6600 Jefferson Parish Extended aeration 30.0 Pedro Rivera Louisiana activated sludge Jefferson Parish Dept. of Public Works 504/736-6669 Gulf Coast Waste Activated sludge, aeoobic 44 - Disposal Authority digestion of paper product Houston, TX wastes Big Sister Creek Activated sludge, phosphate 4 - Angola, NY removal San Clemente, CA Activated sludge, filtration, 4 and incineration Atlanta, GA Nitrification, activated 5 sludge and aerobic digestion Eli Lilly Co. Load equalization, activated 1 Gabriel Garcia Carolina and Mayaguez, sludge 809/834-7846 Puerto Rico Albany, OR Activated sludge, anaerobic 5 digestion and vaccum filtration Ashtabula, OH Activated sludge, anaerobic 12 - digestion and vacuum filtration Valley Sanitary Activated sludge and wet-air 5 - District oxidation Indio, CA Baskin Robbins Activated sludge and 0.245 - Southbury, CT filtration Glendale, CA Phosphate removal and 3.9 filtration San Juan Activated sludge, anaerobic 9 Capistrano, CA digestion with ocean disposal 5Y➢/1682 2-14 080888 PARSONS- 2.2.4 SUBCONTRACTORS Virtually all program assignments envisioned in this proposal will be carried out by units at Parsons. However, given the importance of time and the desire for rapid permit approvals, we have associated with Meadows Consulting Group, Inc. , to assist with permitting, intergovernment liaison, and public involvement. Mr. T.J. Meadows will furnish these services under the direction of Nicholas L. Presecan, an Project Principal. Mr. Meadows brings to our team a wealth of background and knowledge of participants in South Orange County. Surveys or geotechnical investigations will be performed by subcontractors. We await a decision by the Authority regarding its selection of a soils and geotechnical consultant. Ideally, the selected consultant and its work can be readily assimilated into our work program. 2.3 KEY PERSONNEL Parsons has made a concerted effort to bring together a highly qualified project team to carry out this important assignment. Each individual has extensive experience and qualifications for his portion of the work. Beyond this individual experience, our team has worked together on a wide range of wastewater assignments over the past 5 years. We know each other and have evolved efficient interpersonal skills in related assignments. Figure 2-2 provides an organization chart for our proposed key personnel, indicating each individual's role and their reporting relations. Given the potential breadth of the Authority's assignment (i.e. , project financing assistance, design, permitting, construction services, and operational) , we believe that a senior officer should play a continuing role in maintaining communication with the Authority. We propose that Kline P. Barney, Jr. , serve in the capacity of Parsons Corporate Sponsor. Mr. Barney is President of Parsons Municipal Services, Inc. Prior to his current assignment, Mr. Barney was President of ES. He has over 25 years experience with ES and Parsons, is a registered engineer, and is based in Southern California. Overall program management will be the responsibility of Nicholas L. Presecan, Senior Vice President for Engineering Direction with Engineering-Science. Mr. Presecan is based in Southern California. Mr. Presecan's current duties involve company-wide responsibilities for engineering procedures and new technologies, quality assurance and quality control, technology transfer and development of technical personnel, and trouble-shooting on major projects. Mr. Presecan has been an employee of ES since 1968. Mr. Presecan will serve as Project Principal. Mr. Presecan will direct the critical environmental assessment and permitting activities effort headed by Dr. Paul E. Smokler. Dr. Smokler is a registered engineer, based in Southern California, with over 12 years of experience with all aspects of planning and implementation of environmental regulatory experience. His particular areas of expertise include CEQA/NEPA compliance, governmental agency liason, and environmental criteria development for large SYD/1682 2-15 080888 Capistrano Valley Wastewater luthority 6. 3 MGD Wastewater Treatment Facility Proposed Project Tea- City n� Cstrlstnano Rf xah - San .4uaa Cep4#trans Swn4tarsE DI#!r}nk Cap}#trans UaI I#b IAA ff tfaa tf r AntMnE ty . Pxr#nn# Span#an fAL4N,T, P. BARtiEY FroJf at FrinnP�ai NI CRaE.AS FRESLCRN N prfJeok Cenkrais PrnJ#nE Eaanfwla# BRUCE BLAL D1SsetI6 PARKER r Cly P ub11n/Ihtfrgnv't PfrMi{{Eh4 L}A}#an DR, IM}UL 8110R4.ER T. s. N€Aoaus F-`� iinarg i'Anxlatlexiny Vogt nfa wing Coonpinx }nn apfrat}ons DASULL4UAN JOE REICNENRERaER RI:#Qa XTM AEAQaN RAMI SULLIUAN Can#lrua klan PAR&ONB CONBERUC7aRR, INC Figure 2-2 Parsons PARSONS- engineering projects. Dr. Smokler has company-wide management responsibility for environmental impact assessments, environmental planning, permitting, and regulations compliance. T.J. Meadows will report to Mr. Presecan and assist Dr. Smokler in project permitting, intergovernmental liaison, and public involvement. Dennis D. Parker will report to Mr. Presecan and provide services related to project economics, rate and user charge impact assessments, economic assessments of water reclamation, and other cost/revenue matters. Mr. Parker will also coordinate the Parsons financing assistance program, if such assistance is desired by the Authority, Mr. Parker has over 14 years experience in municipal and enterprise fund capital budgeting, management of public capital assists, and municipal finance. Mr. Parker has a master's degree in Urban and Regional Planning and is based in Southern California. Bruce L. Beal will report to Mr. Presecan and provide services relating to contracting services and legal/administrative matters. Mr. Beal has over 10 years of experience in contract planning, negotiation, and formulation, involving construction, business, and real estate. Mr. Beal has practiced contract law and is based in Southern California. Specific responsibility for preliminary engineering will be assigned to David L. Sullivan. Mr. Sullivan is a registered sanitary engineer, with over 26 years of experience in the design and operation of wastewater treatment facilities. Mr. Sullivan has been with ES and Parsons since 1972, and in addition to his extensive design experience, he is President of Parsons wastewater facilities operating subsidiary. Mr. Sullivan will also be responsible for startup activities and plant operations, if desired by the Authority. Final engineering responsibility will be assigned to Joseph C. Reichenberger. Mr. Reichenberger is ES's Vice President for Western Region Operations. Mr. Reichenberger is a registered engineer with 22 years experience in planning, design, and construction control administration of water supply, treatment, and distribution systems; wastewater collection, treatment, and disposal systems; industrial wastewater treatment and pretreatment systems; and storm water collection. Mr. Reichenberger has 19 years of experience with ES and Parsons and is stationed in Southern California. Construction services will be assigned to Kenneth J. Deagon, ES's Manager of Construction Engineering. Mr. Deagon is based in Southern California and has 11 years of experience in construction engineering on both domestic and overseas projects. Mr. Deagon's experience includes both fast-track and conventional engineer/contractor approaches, and involves both field and home office aspects of design, craft supervision, material takeoff, subcontracting, planning, scheduling, and materials control. Mr. Deagon is familiar with both merit-shop and union contracting environments. 2.4 DETAILED RESUMES Resumes are provided on the following pages for the key Parsons personnel discussed above. SYD/1682 2-17 080888 PARSONS— KLINE P. BARNEY, JR. PARSONS SPONSOR Over 25 years of experience in the design, construction, operation, financing, and administration of civil engineering projects. EDUCATION Master of Public Administration, San Diego State University. B.S. , Civil Engineering, University of Utah. EXPERIENCE o PRESIDENT, Parsons Municipal Services, Inc. , 1985 to present. Responsible for contracts to design, build, finance, own, and operate municipal facilities through privatization and other financing techniques. Projects include wastewater treatment and reclamation facilities for the cities of Chandler, Arizona (5 mgd) .and Gilbert, Arizona (5.5 mgd) ; 3-mgd wastewater treatment plant for the borough of Downingtown, Pennsylvania; 1-mgd collection system and treatment plant for the city of Pelham, Alabama; plus cogeneration and other municipal facilities. o PRESIDENT, Engineering--Science, Inc. 1981 to 1985. Directed all aspects of major (900 employees) full-service environmental-civil firm in worldwide operations. o EXECUTIVE VICE PRESIDENT, Engineering-Science, Inc. 1973 to 1981 . Chief operating officer of worldwide engineering operations. o CHIEF ENGINEER, Engineering-Science, Inc. , 1971 to 1973. Responsible for all reports, studies, and designs. o PROJECT MANAGER, Engineering-Science, Inc. , 1963 to 1973. In responsible charge of a wide variety of civil and sanitary engineering projects, including water. and wastewater treatment plants, water reclamation activities, dams, pump stations, outfalls, and other major facilities. o ASSISTANT CHIEF ENGINEER, Fallbrook Public Utility District, San Diego, California, 1960 to 1963. Responsible for all aspects of water system operations including assisting in preliminary design of the Santa Margarita River Dam project. o CAPTAIN, U.S. Marine Corps, 1957 to 1960. Combat engineer officer serving as platoon leader, assistant company commander, and assistant battalion S-3 officer. PROFESSIONAL AFFILIATIONS Registered Professional Engineer in 33 states; Diplomate, American Academy of Environmental Engineers; Member: American Society of Civil Engineers, American Water works Association, and California Water Pollution Control Association. 1 of 2 KPB SYDI1682 080888 PA RSONS- NICHOLAS L. PRESECAN PROJECT PRINCIPAL Over 20 years of experience in planning, design, and construction of water supply, sewerage, and industrial waste facilities. Direct responsibility for supervision of multiple projects company-wide and the management of company offices throughout the western United States. Responsible for technical review programs of major projects. EDUCATION M.S. , Sanitary Engineering, University of California, Berkeley, 1967. B.S. , Civil Engineering, Purdue University, Lafayette, Indiana, 1963. California Institute of Technology, Project Management Course, 1978; Certificate in Value Engineering, ACED/ATA. EXPERIENCE o SENIOR VICE PRESIDENT/MANAGER OF ENGINEERING DIRECTION, Engineering- Science Inc. , 1987 to present. Responsible companywide for engineering procedures and new technologies, quality assurance and quality control, technology transfer and development of technical personnel, and troubleshooting of problems on major projects. o GROUP VICE PRESIDENT, Engineering-Science, Inc. , 1984 to 1987. Responsible for directing the firm's civil, sanitary, and environmental study and design activities, and managing the firm's offices throughout the western U.S. o VICE PRESIDENT, INTERNATIONAL DIVISION, Engineering-Science 1981 to 1984. Responsible for directing the firm's international study, design, and construction projects, managing overseas project development, and supervising division activities. o VICE PRESIDENT AND CHIEF ENGINEER, Engineering Science, 1972 to 1981 . Responsible companywide for technical review of major civil design and construction projects. o DESIGN OFFICE MANAGER, Engineering-Science, 1970 to 1972. In charge of all plant designs, studies, and engineering activities. Responsible for design and construction of pilot plant facilities and design of physical/chemical treatment facilities, conventional biological treatment plants, and interceptor sewers. o CIVIL AND SANITARY ENGINEER, Engineering-Science, Inc. , 1968 to 1970. Involved in water and waste treatment and water reclamation/reuse studies and designs. Prepared designs of conventional and advanced waste treatment facilities and water filtration plants. Responsible for design, development, and operation of computer programs for the solution 1 of 3 NLP SYD/1682 080588 PARSONS- NICHOLAS L. PRESECAN (Contd) of complex engineering problems involving analytical problem solving, facility component design, and economic studies. Other projects included design and construction of pilot treatment facilities for chemical and petroleum industry waste applications. o OFFICER IN CHARGE, U.S. Marine Corps, 1964 to 1966. Served in aviation electronics equipment repair group. Responsible for development and evaluation of various aircraft equipment and associated ground support equipment and facilities, as well as management of the group avionics maintenance activities. o PROJECT ENGINEER, San Bernardino County Flood Control District, 1963. Engaged in planning, analysis, and design of flood channels, box culverts, holding basins and reservoirs, spillways, and associated hydraulic structures. Responsible for development of engineering computer programs and operation of a digital computer system. PROFESSIONAL AFFILIATIONS Registered Professional Engineer in Alabama (13064) , Arizona ( 14076) , California (C19981 ) , Colorado ( 17620) , Connecticut ( 12209) , Delaware (5934) , Florida (31522) , Georgia (9505) , Illinois (62-30325) , Indiana ( 14541 ), Iowa (7764) , Kentucky (8113) , Louisiana ( 18974) , Maryland (8621 ), Massachusetts (27589) , Michigan (92-19778) , Minnesota ( 15186) , Mississippi (8412) , Nevada (5938) , New Jersey (GE28130) , New York (51521 ) , North Carolina ( 10248) , Ohio (E35583) , Pennsylvania ( 19166-E) , South Carolina (5794) , Texas (42290) , Utah (5580) , Virginia, (6875) , Washington ( 19781) , West Virginia (8802) , and Wisconsin (E-20968) . Certified Value Engineering Team Coordinator (GSA/EPA). Member, American Society of Civil. Engineers, American Water Works Association, Building Officials and Code Administrators International, Inc. , National Council of Engineering Examiners (No. 5035) , National Society of Professional Engineers, Society of American Value Engineers, and Water Pollution Control Federation. PUBLICATIONS "A Pilot Study of Physical-Chemical Treatment of the Raw Wastewater at the Westerly Plant in Cleveland, Ohio," Water Research, Vol. 6 (Pergamon Press, 1972) , pp. 619-626 (Coauthors A. J. Shuckrow, W. I. Bonner, and E. J. Kazmierezak) . "Cleveland Westerly Physical-Chemical Wastewater Treatment Facility Design Features," American Society of Civil Engineers Conference proceedings, and presented at Specialty Conference on Nutrient Removal - How to Do It, Rochester Institute of Technology, Rochester, New York, 28 June 1972 (Coauthor C. J. Touhill) . 2 of 3 NLP SYD/1682 080588 PAS NS- NICHOLAS L. PRESECAN (Contd) "Why Recalcine?," Proceedings of Third Annual Environmental. Engineering and Science Conference, Louisville, Kentucky, March 1973 (Coauthors M. A. Sweet and M. W. Albury, Jr.) . " g Disposal," Proceedings of PEECON '73, Pollution Engineers and Equipment Conference New York N __.k, _.... grans �.n Sludge Dis oral Official „ew York, 22 May 1973. "Design of an Ozonation System for a Wastewater Treatment Facility - A Case History," Proceedings of First International SyTposium. on Ozone for Water and Wastewater Treatment, Washington, D.C. , December 1973 (Coauthors J. S. Jain and M. A. Sweet) . "Outlook for Water and Wastewater Systems, Processes, and Equipment," Water and Wastes Engineering, January 1981 (Coauthor R. L. White) . PAPERS AND PRESENTATIONS Over 20 papers and presentations to engineering societies, technical conferences, and universities. 3 of 3 NLP SYD/1682 080588 PAUL E. SMOKLER, Ph.D. PERMITTING Over 12 years of experience with all aspects of planning and implementation of environmental regulatory compliance. Direct experience with petrochemical, energy, civil, and government projects. Particular areas of expertise include CEQA/NEPA compliance, government agency liaison, and environmental criteria development for large engineering projects. EDUCATION PH.D. , Environmental Science and Engineering, University of California, Los Angeles, 1981 ; M.P.H, Environmental Management, University of California, Los Angeles, 1975; B.A. , Zoology, University of California, Los Angeles, 1973. REGISTRATION hegisr,ered Sanitarian, California. EXPERIENCE o SENIOR PROJECT MANAGER, Engineering-Science, Inc. , 1982 to present. Management responsibility for environmental impact assessment, environmental planning, permitting, and regulatory compliance on large petrochemical and civil projects. Key projects include an EIS for a 1100 mile pipeline, offshore oil field developments, and program management for a grassroots marina. o PROJECT MANAGER, The Ralph M Parsons Company, 1980 to 1982. Participated in large-scale energy development projects such as oil-shale and gas- processing plants. Responsible for regulatory compliance, permit preparation, environmental protection planning, preparation of technical reports, field investigations, and liaison with regulatory agencies. Environmental work in connection with an industrial city being constructed in Yanbu, Saudi Arabia, included a comprehensive environmental baseline studies/monitoring program and the project's environmental plan. o ENVIRONMENTAL ENGINEER, The Ralph M. Parsons Company, 1978 to 1980. Participated in several energy, transportation, and defense projects. Responsible for environmental permitting, design review and incorporation of environmental regulatory requirements, construction surveillance planning, field monitoring for environmental quality assessment and environmental impact protection programs. o PROJECT ENGINEER, University of California, Los Angeles, 1977 to 1978. Participated in a project studying the institutional barriers to wastewater reuse in Southern California. Delineated impacts of economic and fiscal policies on project feasibility for freshwater supply and wastewater reclamation. 1 of 2 PES SYD/15$2 080588 PARSO S-- PAUL E. SMOKLER, Ph.D. (Contd) o PROJECT PHYSICIST, Jet Propulsion Laboratory, 1977. Coordination and integration responsibilities for chemical kinetic modeling under the Space Storable Propulsion Systems Technology Program. Stratospheric and Ionospheric modeling was performed to assess Space Shuttle impacts in compliance with NEPA requirements. o ENVIRONMENTAL SCIENTIST, Los Angeles County Sanitation Districts, 1976 to 1977. Headed a program to develop electronic data processing for a marine biological monitoring program. Applied statistical techniques to redesign monitoring program for increased sampling efficiency. o FIELD RESEARCH SCIENTIST, Southern California Coastal Water Research Project, 1973 to 1976. Responsible for the design and implementation of monitoring programs to quantify the input of chlorinated organics into the Santa Monica Bight and for completion of technical reports on results of research. PROFESSIONAL AFFILIATIONS Member, National Association of Environmental Professionals and American Association for the Advancement of Science, President, Environmental Science & Engineering Society. PUBLICATIONS Author or coauthor of 9 technical articles and presentations. 2 of 2 PES SYD/1682 080588 PARSONS- DENNIS D. PARKER PROJECT ECONOMICS Over 10 years of experience in municipal government, especially in the areas of community development, capital improvement programming, and management of municipal capital assets, and 4 years in the development of public/private arrangements for wastewater, water treatment, cogeneration, and transportation infrastructure. EDUCATION M.A. , Urban and Regional Planning, Pacific Urban Studies and Planning Program, University of Hawaii, 1973. D.A. , American Studies, University of Hawaii, 1969. EXPERIENCE o MANAGER, PROJECT DEVELOPMENT, Parsons Municipal Services, Inc. , 1985 to present. o DIRECTOR OF CAPITAL RESOURCES, City of Scottsdale, Arizona, 1983 to 1985. o MANAGER, Land and Property Management, City of Scottsdale, 1.982 to 1983. o PRINCIPAL PLANNER/ASSISTANT TO COMMUNITY DEVELOPMENT DEPARTMENT MEAD, City of Scottsdale, 1981 to 1982. o PRINCIPAL PLANNER, Long Range Planning, City of Scottsdale, 1976 to 1981 . o SENIOR PLANNER, LONG RANGE PLANNING, City of Scottsdale, 1975 to 1976. o PLANNER, LONG RANGE PLANNING, City of Scottsdale, 1974 to 1975. o MANAGER, QUANTITATIVE ANALYSIS DIVISION, Hawaii Environmental Simulation Laboratory, University of Hawaii, 1971 to 1974. PROFESSIONAL AFFILIATIONS National Association of Housing and redevelopment Officials; International Right of Way Association. 1 of 1 DDP SYD/1682 080588 PARSONS- BRUCE L. BEAL PROJECT CONTROLS Over 10 years of experience in contract planning, formulation, and negotiation involving engineering, construction, operation and maintenance, and real estate.. Member of the Bar in Oregon. EDUCATION J.D. , Northwestern University School of Law, 1975. B.S. (with honors) in Chemistry, Biology, and Psychology, Lewis & Clark College, 1970. EXPERIENCE o SENIOR CONTRACT SPECIALIST, The Ralph M. Parsons Company, 1988 to present. Contract Administrator for ongoing wastewater treatment facility design/construct/operate projects at Gilbert, and Chandler, "_rizcna; Pelham, Alabama; and Downingtown, Pennsylvania. Responsibilities include preparation and negotiation of contracts for design and construction, ,joint venture agreements, agency agreements, assignments, and novation agreements. Prepares commercial provisions such as indemnity, warranty, payment, damages, and guarantees. o ATTORNEY, (private practise) , Lincoln City, Oregon, 1978 to 1988. Primary emphasis of practice included contract planning, negotiation, and formulation involving construction, business, and real estate. Experience included dispute resolution, including litigation. Specialized experience included drafting of custom general contractor agreements, General Counsel for survey and engineering firm, and Counsel for condominium registration work. Member of Oregon State Bar committee on natural resources and subcommittee to reform the Uniform Building Code to allow alternate energy technologies and methods. o ASSOCIATE ATTORNEY AND LAW CLERK, 1974 to 1978. For law firm specializing in corporate, securities, business, and federal law, was responsible for giving advice on compliance with governmental regulations. Duties included drafting of contracts. Taught legal-writing techniques to law students. PROFESSIONAL AFFILIATIONS Lincoln County Bar Association Vice President, 1980; Natural Resources Subcommitte Appointment, Oregon State Bar, 1979 and 1980. 1 of 1 BLB SYD/1682 080588 PARSONS— DAVID L. SULLIVAN FACILITIES OPERATIONS Over 26 years of experience in wastewater treatment facility design and operation: Involved in the operation of over 50 waste treatment plants worldwide and more than 20 treatment plant designs (types ranging from simple primary to complex biological and physical chemical processes) . Responsible for conducting many training programs for municipal governments and private industry. Has performed numerous research projects, involving advanced waste treatment such as reverse osmosis, nutrient removal, and carbon treatment. Associated with two "Outstanding Plant of the Year" awards from the California Water Pollution Central Association. EDUCATION Science and Engineering, Ventura College, 1963; Sanitary Engineering, International Correspondence School, 1964. REGISTRATION Registered Professional Engineer in California (C35514) , Licensed Grade V Operator in California (V278) . EXPERIENCE o CHIEF OF OPERATIONS, Engineering-Science, Inc. , 1972 to present. Technical Director for all treatment plant operations activities, including preparation of operation and maintenance manuals, operator training programs, and process operations consulting. Responsible for the review of designs and construction plans with respect to operation and facility startup for major projects. Operation consulting activities involve numerous domestic and industrial waste treatment systems as well as extensive involvement with federal and state agencies pertaining to grant programs and permits. o SUPERINTENDENT, San Pablo Sanitary District, 1971 to 1972. Initial duties during construction included supervising final stages of construction, staffing the facility, training the personnel, and placing facility in operation for a complex 16.5-mgd waste treatment plant designed to treat domestic and exotic industrial wastes. In addition, the treatment process developed a comprehensive source control program for industrial waste discharge, and a unique new process for control of pH of nitrified activated sludge effluents and dechlorination. o TRAINING CONSULTANT, Environmental Protection Agency, 1970 to 1971 . Established the first comprehensive training program for wastewater treatment plant operators in California (taught at Santa Barbara City College for two years) . The program was coordinated with the federal government, State of California Water Quality Control Board, Regional. Water Quality Control Boards, and State Department of Public Health. 1 of 3 DLS SYD/1682 080588 PARSONS- DAVID L. SULLIVAN (Contd) o SUPERINTENDENT OF SANITATION, City of Ventura, California, 1960 to 1964. Responsible for directing the operation of wastewater treatment facilities, a water reclamation plant, twelve pumping stations, and approximately 300 miles of sanitary sewers. Additional duties included design and inspection of major projects and direction of many technical studies and research projects to enhance knowledge of existing staff and to improve efficiency of operation. Served as Director of State Health Approved Laboratory certified for complete bacteriological and chemical analyses. Performed all the oceanographic work connected with the installation of a new submarine outfall for the city. Participated in the design and selection of pipe for subject outfall. Served as resident engineer and inspector on the project which involved underwater inspection. Also designed a special mixing nozzle on the outfall diffuser to accomplish a high initial dilution factor. o CONSULTANT, 1961 to 1972. Maintained a diverse operations research consulting company. Consulted with governmental agencies, engineering firms, and private industry. Activities included treatment process consultation, oceanographic surveys, subaqueous pipeline inspection, effluent monitoring, plant start-up, operator training, industrial waste treatment, electroplating plant design, treatment plant design, soil studies with respect to pesticide damage, water and sewage process problems, laboratory design, master plans, and food processing design. APPLIED RESEARCH PROJECTS Conducted numerous applied research projects resulting in solutions to many waste treatment problems. Author of several technical articles, including EPA publication. Research projects have included: o Biological control of hydrogen sulfide in sludge lagoons: Developed a method for controlling or eliminating hydrogen sulfide emission. Use of Chromation bacteria was developed. o Identification of specified coliform organisms: Established a technique and procedure for rapid identification of Escherichia coli by bacteriophage typing. o Water reclamation: Investigated use of secondary treated effluents, including effects on soil, soil organisms, and botanical life. The study resulted in the development of a 27-hole golf course and recreational lakes. o Integration of trickling filters with activated sludge: Constructed and operated a 0. 1 mgd pilot plant for 2 years to determine the feasibility of this system producing a highly purified effluent for reclamation. The project resulted in construction of a 15 -mgd facility. 2 of 3 DLS SYD/1682 080588 PARSONS— DAVID L. SULLIVAN (Contd) o Reverse .. osmosis treatment: In conjunction with DuPont, a system was developed to produce a demineralized potable water from sewage. The process not only involved reverse osmosis but filtration, chemical coagulation, and carbon absorption. 3 of 3 DLS SYD/1582 080588 PARSONS- JOSEPH C. REICHENBERGER FINAL ENGINEERING Over 22 years of experience (over 10 in direct project and department management) in the planning, design, and construction of water supply, treatment, and distribution systems; wastewater collection, treatment, and disposal systems; industrial wastewater treatment and pretreatment systems; and storm water collection systems. Knowledgeable in pressure and open channel hydraulics. EDUCATION M.S. , Civil Engineering, University of Southern California 1967; B.C.E, Civil Engineering, Marquette University, 1964. Additional courses and seminars in Flood Control Hydrology, Advanced Wastewater Treatment, and Specification Writing. REGISTRATION Registered Civil Engineer in California ( 18034) . Certified Grade V Operator in California. EXPERIENCE o MANAGER, WESTERN OPERATIONS, Engineering-Science, Inc. , 1986 to present. Responsible for technical and administrative review of all design projects and for supervising mechanical, electrical, and structural engineers and drafters. Served as project manager for additions to the Railroad Canyon wastewater reclamation plant and Horsethief Canyon wastewater reclamation plant. Served as technical director for the Gilbert, Arizona wastewater reclamation, and the Chung-Chow wastewater treatment facilities, and industrial wastewater pretreatment facilities for Hughes Aircraft Company, Northrop Corporation, and Darnell Plating Company. o PROJECT MANAGER, Engineering-Science, Inc. , 1979 to 1983. Supervised design of the industrial wastewater treatment facility for IBM in Tucson, Arizona, and expansion of the Malibu Mesa wastewater reclamation facility. Served as task manager and technical director for design of nominal 25-mgd water filtration facility for Three Valleys Municipal Water District. Managed a water recycling and reuse study for McDonnell Douglas Corporation. Supervised Belmont Shores sanitary sewer system evaluation survey, Long Beach, California. Managed the Unit A wastewater interceptor replacement project in the City of Thousand Oaks and the design of the secondary treatment solids handling system and tertiary filtration system for the Palm Desert water reclamation plant. o MANAGER OF ENVIRONMENTAL ENGINEERING DEPARTMENT, Daniel, Mann, Johnson $ Mendenhall (DMJM) , 1978 to 1979. Responsible for design of the Malibu Mesa wastewater reclamation plant. Supervised a wastewater reclamation and reuse study for several facilities in California. Managed hydraulic 1 of 2 JCR SYD/1682 080588 PARSONS- JOSEPH C. REICHENBERGER (Contd) design study for a submarine outfall in British Columbia, and a radioactive liquid waste collection system project for the Department of Energy. o PROJECT MANAGER, DMJM, 1975 to 1978. Responsible for water resources element of the western San Diego and Riverside Counties 208 plan and the design of water supply, distribution, pumping, and storage system and wastewater treatment and reuse systems. o PROJECT ENGINEER, DMJM, 1971 to 1975. Responsible for the preliminary design of water wells, raw water pipeline, electrodialysis/reverse osmosis water treatment systems, water distribution and storage system, and wastewater treatment facility for a military complex in Saudi Arabia. Designed an interceptor sewer replacement for the City of Thousand Oaks and a wastewater collection and pumping station and stormwater collection, detention, and pumping system for Modesto Community College. Responsible for technical direction of three water quality control plans for river basins 'in California. o CIVIL ENGINEER, DMJM, 1967 to 1971 . Project engineer for several major drainage and flood control projects and flood plain inundation studies. o SENIOR CIVIL ENGINEERING ASSISTANT, Los Angeles County Flood Control District, 1964 to 1967. Involved in the structural and hydraulic design of large flood control and drainage systems. o STUDENT ENGINEER, Wisconsin State Highway Commission, 1962 to 1963. Construction survey and inspection of highway grading, paving, and drainage and bridge structures. PROFESSIONAL AFFILIATIONS Member, American Academy of Environmental Engineers (Diplomate) , American Society of Civil Engineers, American Mater Works Association, and California Water Pollution Control Association. Papers and Presentations "Use of Polymers in the Coagulation Process," presented at the American Water Works Association Annual Conference, Las Vegas, Nevada, June 1983 (Coauthor D. R. Kasper, Ph.D. ). "Pretreatment of Metal--Bearing Wastewaters" presented at the Southern California Chapter of Consulting Chemists Association, September 1985. "An Overview of Wastewater Treatment Technologies" presented at California Aerospace Environmental Association, July 1986. 2 of 2 JCR SYD/1682 080588 PARSONS- KENNETH J. DEACON CONSTRUCTION COORDINATION Over 12 years of experience in costruction engineering of foreign and domestic projects. Involved in all phases of field operations and home office activities including design, craft supervision, material takeoff subcontracting, planning, scheduling, and materials control.. EDUCATION M.B.A. , Finance, University of Southern California, 1982; B.S. Mechanical Engineering, University of Notre Dame, 1976; B.A. , Liberal Arts, University of Notre Dame, 1975. Licensed California General Engineering Contractor "A" and Building Contractor "B". EXPERIENCE o MANAGER OF CONSTRUCTION ENGINEERING, Engineering-Science, Inc. , 1986 to present. Responsible for the technical direction of the company's construction operations, including construction management, resident engineering, construction cost estimating, and quality control/quality assurance. o MANAGER OF CONSTRUCTION ENGINEERING, Parsons Constructors Inc. , 1984 to 1986. Responsible for the company's effort construction operations, including field engineering, project controls, precontracts, bids, proposals, quality control/quality assurance, systems and methods, site mobilization/demobilization, computer operations, and project support. o SECTION MANAGER, Parsons Constructors Inc. , 1981 to 1984. Responsible for company's effort of planning, scheduling, estimating, cost control, and computer applications. Traveled to projects to assist and improve existing field operations. o STAFF ENGINEER, Morrison-Knudsen Saudi Arabia Consortium, 1977 to 1980. Responsible for the engineering support of the Construction Operations Division, including design, scheduling, and logistics. Coordinated the field material engineers into one cohesive unit, achieving improved material control. Supervised 12 engineers. Established procedures for material takeoff and control of government-furnished property. Developed staff for domestic materials control support. o ENGINEER, Morrison-Knudsen Company Inc. , Valdez, Alaska, 1976 to 1977. Responsible for scheduling of lubrication and preventive maintenance of 500 pieces of heavy equipment. Reduced turnover from 52 men per year to less than ,one man per month. Supervised a crew of 15 to 20 service and crane oilers. 1 of 1 KJD SYD/1682 080588 PStNS-- SECTION 3 ENGINEER/CONTRACTOR APPROACH 3.1 SUMMARY Parsons understands the Authority's desire to place in service a conservatively designed wastewater treatment facility to serve the wastewater customers of the City of San Juan Capistrano and the Capistrano Beach Sanitary District. Parsons further understands the Authority's desire to have the facilities completed quickly, efficiently, and at the lowest responsible cost. We believe the Authority's desires can be best met through a rigorous review of available treatment processes, a positive approach to permitting and public involvement, an evaluation of life cycle costs, and performance guarantees that the selected firm will furnish. Cost and quality are significantly affected by the approach the engineer/contractor pursues in implementing the design, permitting, construction, and operations of the proposed facilities. Several options are available to carry out the engineer/contractor assignment. We believe there are two general engineer/contractor approaches that meet the Authority's procurement requirements. These engineer/contractor approaches can be refined during the preliminary engineering phase of the project. The first approach involves preparing preliminary design (or Basis of Design Report) , final plans and. specifications, bidding the plans and specifications to qualified wastewater facility general contractors, determining the general contractor with the lowest responsible bid, and providing coordination/oversight of the general contractor's work. This approach is referred to as the "conventional" approach. The second approach is a modified version of turnkey that we refer to as "fast track", wherein the selected engineer/contractor prepares a preliminary engineering Basis of Design Report, develops multiple bid packages (i.e. civil/structural, mechanical/electrical, architectural finishing, etc. ) for "hard money" items, and manages the multiple contractors on behalf of the Authority on a professional services incentive fee basis. When properly conceived and executed, the fast-track approach can reduce the design/construction period outlined in the RFP by up to 14 months (25 months versus 39 months) and result in capital cost savings. In comparing the two approaches, Parsons believes that the fast-track approach offers several important advantages: o Places the facility in service faster, reducing financing costs including capitalized interest, depending upon when the debt is placed, and construction cost escalation. SYD/1682 3-1 080888 PARSO 1 - o Increases bidding competition for specialty contracts. Parsons can eliminate middlemen, deal directly with vendors and specialty contractors, and negotiate prices or terms with successful low bidders on a contract-by-contract basis. o Passes through savings to the Authority. Individual specialty contract savings can be used to retire bonds. o Transfers responsibility for designer/contractor change orders resulting from design process changes from the Authority to Parsons. Parsons will warranty the design. The realization of these advantages depends upon the engineer/contractor's capability to carry out a more sophisticated program management function involving engineering, permitting, procurement, and construction disciplines, and the Authority's comfort level with a high level of interaction with the engineer/contractor during preliminary design and the development of specialty contract performance specifications. In evaluating fast-track and conventional approaches, the Authority may wish to consider the engineer/contractor's capacity to make meaningful performance guarantees. Parsons will negotiate a project document that includes: o Guaranteed maximum capital cost at the completion of preliminary design Basis of Design Report, subject to the report and conditions within Parsons reasonable control. o Guaranteed in-service date significantly sooner than available through a conventional procurement, subject to conditions within Parsons reasonable control. o Umbrella plant performance warranty for our 5-year operating terra wherein Parsons will guarantee effluent quality subject to our design, construction, and operations responsibility. o Guaranteed OV budget for the operating term. The decision to proceed with conventional or fast-track procurement does not have to be made immediately. Parsons suggests that this decision be made at the conclusion of preliminary design. The Authority can then weigh the merits of each approach and direct us to follow the approach that offers the greatest overall benefits to the Authority and its wastewater customers. In the subsections that follow, we will discuss each approach in greater detail. 3.2 CONVENTIONAL APPROACH Parsons is well qualified to provide the Authority with a full spectrum of professional services associated with a conventional project engineering assignment. The principal elements of this approach are shown in Figures 3-1 (Conventional Procurement Model) and 3-2 (Engineer/Contractor Approach: Option 1 , Conventional Procurement) . The conventional approach includes preliminary engineering, permitting, final engineering (with a 50% design product and a 90% design product), final plans and specifications, assistance in managing SYD/1682 3-2 080888 Capistrano Ualley Wastewater Authority 6. 3 MGD Wastewater Treatment Facilitq "Conventional" Procurement Model Activity Month E 2 3 -0 '3 6 7 B 9 f0 SE 12 13 f4 11 16 17 16 19 20 21 23 23. 24 2% 26 27 29 29 30 31 32 33 34 31 36 37 Prel . Eng. (Prel . Eng. Report ) w _... (Review ) w Des. Eng — ( 50Y Plans ) ( 90"/. Plans ) (Review ) ( Final Plans & Specs ) Procurement (Bidding ) (Mobilize ) (PO' s Fabricate & Deliver) Construction ( Construct ) Start up ( Start—up ) Operations ( Operate ) Figure 3-4 Parsons Capistrano Valley Wastewater Authority 6. 3 MGA Wastewater Treatment Facility Engineer/Contractor Approach: Option i. -- "Conventional" Procurement Ptvllwinxry Fina} ConslrunFlnn ttnglneerA ng [nginrrring CaordinwtAart Btwrt pp Orwrwtlons Draft Araft $WA Plans 4971 Plana Canstruotlon TASUS TOM TASKS TASKSTA87S9 � TASKS W Praaass Aitarnaklves ' Pronrss BeI.-tion Plant Lwyeut Plant Lau—* Bid Coordinatton Final part Manual Ptent OParatln. Prerent North Paving R Oradinp Plans Pav1ng/0rad1nfr Mon Porro—anae men:tering ]Caul P.+ent Tratiny Plant Plaint Design CrlterAA Aroh. Eiavatlons Arch. plrvwtians V.::. Adwin. Harrah ty 1[ntnroea+•nk Lan. Servtoes Prooess Flaw Neohanloal Drwwings tbohanlna! llrarkngs Cl.ange Orders Praarrs 84wbi11:atinn Taahnicwi Svppart 8}ns}a Line Elrntrle Qert. Provlsien Apear Oen. Pwvirlon eeeea 8l-P Drawings Budget Adntn Mwss Balances Preaess lttuip. 8paaa Proaass IavEp S wos Ra Rullt DrarAnga NadlEtnatlona Cost =stiawte ypdwle enM dole Final Cost t[s ti state ORM itwnuwl Btwff Training Fw6ill4y l.ayaaR iipdwted Cast Fttti rtwte Btwrt Uy itatlwate }6aatp".t selection 1`*wI* Status R•pora S pw..OAM tCS Rlnxte Pave/Arab P1 an Per`MIS Aa auinitEnn Yield Survey Ottatrahnloal Studien Nast• DAsoharge Report PrwMAt Plan Constroot.lan Review Operations Boole. Prrfarwanoe Period I pprtorlRwnne Period Parf—o• PRrlod Pvrfarwanoa Period I Prrfarnanow Period Porton no* Period .."„.. 69 ]pays Report 99 Days Aeport Bidding 94 Days L9 Dwya 3"Yewrs 69Days Report 99 Days Revler Ca..trvntion 29 swaths 89 Dwys Review :1 TOTAL LAPSED TIME TO COMPLETION 32 MONTHS Figure 3-2 Parsons general contractor prequalification, construction bidding, construction coordination, startup services, and operations. During preliminary design, we will further refine our assessment of process options to the degree desired by the Authority and make final recommendations of the process that optimizes effluent quality, lowest overall life cycle cost, and environmental acceptability. We will thoroughly examine the costs/benefits associated with providing reclamation-quality effluent, both initially and at a future time, on a process-specific basis. We will also consider economic tradeoffs regarding land requirements for each process and the potential for revenue generation on remaining surplus District property. The preliminary report will include design criteria, process and instrumentation diagrams, mass balances, and single-line electrical/mechanical drawings, and a preliminary user charge impact study. These recommendations will be presented with a proposed facility layout plan with suggested architectural elevations. The site layout plan will address internal circulation and access options that optimize the entire District real estate holdings. De Leuw, Gather & Company, a wholly owned Parsons subsidiary which specializes in transportation engineering, is available to examine options for improving a secondary access point across the railroad easement, if desired. Architectural renderings will be prepared for use in public presentations to demonstrate a visual and aesthetic sensitivity to local area residents and businesses. We anticipate a physical appearance similar to existing newly constructed light industrial uses. The layout and process recommendations will provide for potential upgrade to reclamation water quality standards and sufficient redundancy/capacity to accommodate weekend and seasonal peak flows and for more stringent future regulatory standards, as well as future plant expansion. Options for solids management, including joint operations with the SERRA facility, will be assessed. One such option would include the technical and economic aspects of power generation utilizing higher volumes of dewatered sludge. Parsons subsidiary Chas. T. Main, Inc. , has internationally recognized credentials in the field of power generation, and ES is a recognized national authority in the field of sludge management. The preliminary engineering will include field survey and geotechnical studies that build upon work scheduled to be performed by the Authority, a wastewater discharge report, and a permit acquisition plan. (Given the importance of permitting, this area is discussed separately in Subsection 3.4. ) We will coordinate with appropriate municipal review agencies to expedite local agency approvals. The preliminary engineering report will contain an estimated cost for design/construction and operations, and a detailed project schedule. We estimate the time required to complete preliminary engineering to be 50 to 60 days. Upon acceptance of the preliminary engineering report, Parsons will proceed with final engineering. We will prepare a 50% design report including greater detail on plant layout, paving and grading, architectural elevations, mechanical drawings, general provisions for specifications, and permit acquisition status, and participate as required in public meetings. The 50% SYD/9682 3-5 080888 PARSONS- engineering report will update the capital cost and life cycle cost estimates, as well as the project schedule and an update of the user charge impact study. We estimate a 50- to 60-day performance period for the 50% report. We will produce a 90% engineering report. This report will propose near-final drafts of the items included in the 50% report, and include value engineering recommendations. The 90% report will also include a final cost estimate, startup cost estimate, and 5-year 0&M estimate. The 90% report will provide sufficient cost and schedule information to allow the Authority to obtain project financing. We estimate a 75-to 90-day schedule for completion of the 90% engineering report, and 30 days for Authority review and acceptance. Following Authority acceptance of the 90% engineering report, we anticipate a 60- to 75-day period for preparation of project bid documents, coordination of bidding (including general contractor prequalification) , receipt of construction bids, and recommendation for contract award. A Parsons entity will submit a construction bid. After the construction award, Parsons will provide construction coordination services, monitor general contractor performance, inspect construction work in progress, verify acceptability of fabricated and installed process equipment, and administer the general contractor's payments from the construction fund. Construction services and equipment procurement are estimated to take 20 months. During this period, Parsons will process change orders (if required) and, subject to Authority approval, recommend compensation for change orders We will also prepare "as-built" (or "as-constructed") drawings. As construction is completed, Parsons will provide plant startup services. These services will include the preparation of an 0&M manual, rigorous testing of all plant operating systems, consolidation of construction/vendor warranties, and biological/chemical process stabilization. The estimated performance period for startup is 60 days. Depending on the Authority's desires, we will retain or recruit and train plant operators, or provide training for the Authority's operators. Parsons welcomes the opportunity to provide full-service plant operations for up to 5 years. During this period, we will operate, maintain, and manage the facilities and provide a comprehensive design performance warranty. Parsons will provide lab services, ongoing technical support, staff training, and periodic recommendations for modifications in response to changing operating or regulatory requirements. Parsons is familiar with the existing Victoria Plant operators and intends make every effort to provide these valued employees with career opportunities on our operating team. We plan to provide onsite office space for the Authority's management team and locker/shower facilities for the Authority's (or its member agencies' ) line maintenance crews. We believe this will encourage good relations between the two workforces. 3.3 FAST-TRACK/TURNKEY APPROACH Parsons experience demonstrates that the proposed facilities can be designed and constructed on a fast-track basis. This more sophisticated approach has SYD/16$2 3-6 080888 resulted in important benefits to other Parsons wastewater clients -- in terms of cost, schedule, and performance warranties. Based upon discussions with Authority staff and advisors, we believe conditions exist both politically and practically for the Authority that suggest fast-track turnkey advantages can be realized. Figures 3-3 (Fast-Track Procurement) and 3-4 (Engineer/Contractor Approach: Option 2, Fast-Track Procurement) depict our approach to fast-track procurement. The approach is based upon a project development model presented by Parsons to the International Bank for Reconstruction and Development in Washington, D.C. The primary distinction between conventional and fast track is the substitution of final engineering and general contractor bidding with fast- track design and procurement. This substitution can result in a significant reduction in the overall design/construction schedule. As a. supplement to the preliminary engineering report, subject to conditions within Parsons reasonable control, Parsons will provide a guaranteed maximum project construction cost and completion schedule. Based upon this information, the Authority's financial advisors may place project financing earlier than. under the conventional approach. The preliminary engineering report will be performed interactively with the Authority's staff and advisors over a 50- to 60-day period (the same time frame as Caption 1) . The preliminary report will contain all the elements identified in Subsection 3.2 above. If, after review of the preliminary engineering report, the Authority directs us to pursue a fast-track implementation process, Parsons will prepare performance specifications for major hard-money contracts. We envision the following hard-money contract bids: o Grading and earthwork o Structural concrete o Process equipment o Instrumentation o Electrical o Mechanical/plumbing/HVAC o Yard piping o Paving o Architectural specialties Parsons will screen prospective bidders for prequalification, obtain bids, and negotiate final prices, terms, and conditions with the hard-money contractors. Savings obtained through bidding and negotiation can be accumulated and used to redeem project debt, upon completion of the project. The bidding process will be open to the Authority, so that the Authority's representatives can see all submitted bids. If the Authority directs us to undertake a fast--track process, we will recommend an incentive fee arrangement to encourage maximum hard-money bid savings. One approach night provide Parsons a percentage of savings negotiated, or actually achieved, below the low bid amount for each hard-:coney SYD/1682 3-7 080888 Capistrano galley Wastewater Authority 6. 3 MGD Wastewater Treatment Facility "Fast Track" Procurement Model Activity. Month I 2 3 4 3 6 7 B 9 1n 11 13 13 14 13 16 17 18 19 20 21 22 33 24 23 26 27 2R 29 38 31 32 33 39 33 36 37 Pref . Eng (Pref . Eng. Report ) ... ,. (Review ) Performance (Performance Plans & Specs ) w Plans & Specs ..... (Review & Permits ) O° PD s d Pack ##1Procurement & Did Pack #Z Construction Bid Pack n+i Start—up ( Start—up ) Qoperat i ons Awards «r.=eetons� Figure 3-3 Parsons Capistrano Ualley Wastewater Authority 6a.3 MGD Wastewater Treatment Facility Engineer/Contractor Approach: Option 3 - "Fast Track" Procurement Preliminary raa4 Traex Tnglna•rf ns 11— !1 men! Stark 8p 4pe rations Turnxvy 9u6 Cantraa tar rnsYnerring Adm}n}yLraklo-rt TAS1t9 Praa•ss Plternaklvos TAQiCR l TA8R8 TRSlCR TAS1t8 Prnn•ss Salaatlmn Present North Perr.—An.o Speo.1 Poqulre Pernik. r6.a1 odN"—I Plant Q"ratfans llsf Design Criteria Orwdlns/ICarthnarx 8Id/Id• gntiatoza.hsl fLI.i Perm Testing Plant Ma}ntonano• Praa•ss rlar Structural Co.."ta Narranty rnroroewmnt- Lab. S•rvfo•s ns it•tltrltl Proorss Equipw•nt Onwdins/ICarthrark P-0... Stahliisak}ort irohnitlai Support JI 81ngi• Ll Marg Balano•s lnstrum•ntation 8=turas Cono"to Pramoss }}arra.ts Budget Admin. Pran•ss Equipwenk Mawl mum Capital Cnsk ]tl antwinat tlaQtr iaatlnns (fuaranla.d $ahrdule Mrnhanloalerl"bing 1—truwrnkatian 8Eaf! Trainl.4 EiraYriaai raatll tg LayayE Xwrd PtPtns [qulpmant ft".. Paving ft•tlh..la al"Plumhias Pauls Plans rroaess Meahantoal Yard Pl pins Rrnd•rinss Arnhltatltural Subs Paef ng r}•SQ Burvey Praaess Mao'hanla al O•tltsohnlaal Studies Permit Status AI Subs Nast. Discharge Report 8ubsepro-G-1 C.:.t. Budget Admin - Prrmlt Plan As Sul id Drari.ss Subm—trwots Plan bYN Manaai Gonatruotlen lt•vlor Arland savings Operakl o-rta R•vl•r Porfary.ana0 Porind P•rf ormauroa Ported Performa... Period Parltlrman.• Period P•rinrmana• P•rlad �....,,,».....�J isq Days Std Donun•nts is Months G9 Bays S Years as Dana R•Pert 911 Days Concurront 8O Days R•Vleu Pe.is TOTAL LAPSED TIME TO COMPLETION 25 MONTHS Figure 3-4 Parsons subcontract, with the Authority's maximum cost being limited to Parsons guaranteed figure. We believe that only an organization that combines all project-related skills within its corporate structure can meaningfully make such a guarantee. Parsons will assume responsibility for its internally initiated change orders resulting from process design changes. During the fast-track performance period, we will administer construction disbursements, provide as-built drawings, and furnish a complete O&M manual. We anticipate completion of the performance specifications in 180 days and have allowed 18 months for construction/ procurement services. Startup and operations will be performed in the manner described in Subsection 3.2 above, with Parsons providing contract operating services. We believe that the fast-track approach can result in important benefits to the Authority, if implemented in a well planned and executed manner: o The facility can be placed in service within 25 months of Notice to Proceed and acceptance of a final process recommendation, as compared with 32 months under our conventional model, and 39 months as stated in the RFP. o The hard-money contract bidding will be carefully targeted, and savings in cost can be used to reduce project debt. o Debt placement, fiscal planning, and user charge policy by the Authority (and its member agencies) can proceed quickly, given guaranteed maximum capital and operating cost exposure. o The Authority can defer its decision on the engineer/contractor approach until it is satisfied with the preliminary engineering report. 3.4 PERMITTING AND ENVIRONMENTAL ASSESSMENTS Parsons will provide the Authority with assistance and support for acquisition of a Permit to Construct and a Permit to Operate from the South Coast Air Quality Management District (SCAQMD) for equipment that will produce air pollutants. Parsons has a group of air quality specialists that are experienced in the preparation of air permit applications with the SCAQMD for numerous clients, ranging from simple combustion-type equipment to more complicated process equipment (such as for refineries). These permit application documentations have included estimation of emissions, prediction of resulting ambient concentrations by atmospheric dispersion modeling, risk assessments for toxic air contaminant emissions, and other SCAQMD evaluation requirements. In one case, Parsons was able to obtain a variance from the SCAQMD for a client in siting a source of a toxic air contaminant near a sensitive receptor (major population center) . Parsons is in constant consultation with the SCARMD to provide its local clients with. the most up-to- date information on relevant air quality regulatory policies and issues. Parsons also provides source testing services to its clients for performance and efficiency evaluation of processes and their associated control equipment in support of Permit to Operate applications. Parsons also has full service SYD/1682 3-10 080888 PARSON —_ laboratories in its Pasadena and Berkeley offices that are equipped with the most modern analyzers. Parsons is familiar with all analytical procedures that are required by regulatory agencies to support performance evaluations of air pollution control equipment. In addition to permitting assistance with the SCAQMD, Parsons is experienced in permitting assistance with the Regional Water Quality Control Board and the California Coastal Commission. Parsons has prepared a number of national Pollutant Discharge Elimination System (NPDES) permit applications and coastal permit applications for various clients. Parsons is currently in consultation with the Coastal Commission on a number of projects which include the Leucadia Pump Station project and the Point Loma disinfection pilot study. Parsons is also assisting the Silver Strand Marina Association in its coastal permit application to allow development of the Ballona Lagoon near Marina Del Rey (a remnant of the Ballona Wetlands) into a private 450-slip boat harborage. Parsons is also currently working with the Regional Water quality Control Beard (RWQCB) in San Diego on the Point Loma Wastewater Treatment Plant Ocean Plan Compliance. Parsons ,just recently completed the Tijuana Outfall oceanographic engineering study which was reviewed by the RWQCB. Parsons also recently completed the preparation of a 301H Waiver Application for the City of Escondido San Elijo Outfall and submitted to the U.S. Environmental Protection Agency (Region 9 office in San Francisco) through the San Diego RWQCB. Parsons also provides services in the area of environmental impact analyses. We have prepared Environmental Assessments (EAs) , Environmental Impact Reports (EIRs), and Environmental Impact Statements (EISs) for a variety of projects. Some of these projects include EAs for the U.S. Air Force Titan II/Titan IV space launch vehicle programs at Vandenberg Air Force Base, the EIR/EIS for the Pacific Texas pipeline project (a 1500-mile crude oil pipeline from San Pedro, California, to Midland, Texas), the EIR for the Los Angeles Convention Center expansion project, and the EIR/EIS for the Ballona Lagoon improvement project. Parsons is currently preparing the EIR for the City of Los Angeles domestic sewage sludge disposal project. Parsons is also currently involved in conducting environmental assessments for the City of Los Angeles Metro Rail Project and the U.S. Army's Chemical Stockpile Disposal Program. We have a full complement of environmental specialists, scientists, and engineers in our Environmental Services Operations Group to address the various disciplines in conducting environmental impact analyses. These specialists are highly familiar with regulatory policies such as the national Environmental Policy Act and the California Environmental Quality Act which provide the framework for an environmental impact analysis. In addition, they are also familiar with policies that have specific applicability such as the Threatened and Endangered Species Act, the Clean Air Act, the Clean Water Act, the Rivers and Harbors Act, Resource Conservation and Recovery Act, and a host of other policies including those that have been adopted in the California legislature (Proposition 65, La Follette bill, Connelly Bill, Tanner Bill, etc) . Parsons is prepared to assist the Authority in preparing a focused EIR for this project. SYD/1682 3-11 080888 PARSONS- 3.5 PROJECT FINANCING The RFP advises that the engineer/contractor shall not be responsible for financing of the project. However, proposers are advised that if they can assist in securing low-cost financing for the Authority, they should state how such assistance would be provided. Parsons has extensive experience in wastewater project financing and is prepared to assist the Authority and its advisors in defining an appropriate financing structure, enhancing the project credit, and reducing the cost of debt. In this subsection, we discuss our assumptions regarding the financing, our understanding of the financing structure, and our approach to furnishing financing assistance. 3.5.1 ASSUMPTIONS Parsons approach to financing assistance is dependent upon several key assumptions. These assumptions are subject to change, as conditions in the financial market change. One important lesson Parsons has learned in the area of project finance is the value of flexibility. Our key assumptions for the Authority's financing include: o The Authority will be the owner of the facilities, as well as the borrower, and have title to the ground upon which the facilities are to be constructed. The Authority has no history as a borrower. o The Authority will have, in place, agreements with its member agencies that provide for the payment of financing costs and debt service. o The source of repayment will be limited to annually appropriated enterprise fund revenues. In the case. of the City, sewer enterprise revenues may be supplemented with proceeds from the assignment of the City's existing treatment capacity at SERRA to others. The District's enterprise funds may be supplemented by proceeds from the sale or lease of surplus real property. In both cases, agreements establishing these supplemental revenue sources have not ye.t been executed. The City has substantial cash reserves which may be applied to the project, reducing the overall borrowing. The District will have revenue from the sale of the facility site to the Authority which may be available to reduce the overall borrowing. o Each member agency will assume responsibility for its share of financing costs and debt service. Specific cost sharing arrangements, including the cost of future capacity, have not been formally resolved, although there is tentative agreement that the City will be responsible for approximately 60% of the plant capacity and the District will be responsible for approximately 40%. There is a desire to avoid "joint and several" responsibility for the financing costs and debt service. o Property tax is not available, on a general obligation basis, to either member agency. o The Authority will be responsible for all transaction costs, including underwriter discounts, legal fees, and documentation. SYD/1682 3-12 080888 PARSONS---- o The debt will be placed in the open market, or on a negotiated private placement basis, and the Authority will pay prevailing interest rates consistent with the quality. of its debt offering. o Debt will be "governmental debt" within the meaning of the 1986 Tax Reform Act, and the Authority will take such steps as necessary to avoid characterization of the debt as "private activity bonds." o Depending upon cost, terms, and conditions, the Authority will consider credit enhancements that improve the quality of the project credit. Our suggested financing assistance involves credit enhancement. o The member agencies will covenant to maintain user fees and charges at .levels sufficient to pay operating costs, debt service, and maintain debt coverage reserves required by the lender, and further covenant the non-substitution of the facilities during the outstanding term of the borrowing. o Project debt will be junior to any outstanding debt by either member agency, unless otherwise provided in existing indentures. 3.5.2 FINANCING STRUCTURE Given the above assumptions, two general financing structures are readily available to the Authority: ( 1) revenue bonds and (2) municipal lease financing. For purposes of brevity, we will confine our remarks to a municipal lease financing structure. Figure 3-5 illustrates the range of participants (including credit support) and their potential relationships in the fast-track option, using a Certificate of Participation municipal lease structure. We are prepared to discuss a revenue bond structure, if desired. The service recipient (owner and borrower) will be the Capistrano Valley Wastewater Authority. The Authority will enter into a long-term facility lease with a qualified lessor. The qualified lessor could be a commercial bank, leasing company, or special-purpose entity created for the purposes of the transaction. On the strength of the long-term facility lease, the qualified lessor will. borrow money to construct the facility and pay capitalized interest/financing costs through the sale of Certificates of Participation to investors with an appetite for tax-exempt interest income. The qualified lessor will disburse construction proceeds to the engineer/contractor (service provider) , through a trustee, as construction is completed. The engineer/contractor will design the facilities and provide the construction services outlined in Subsections 3.2 and 3.3 above. The debt structure can support either a conventional or fast-track engineer/contractor approach. Upon acceptance of the facility by the Authority, lease payments to the lessor will commence and continue on a non interruptible basis for the term of the lease, subject to annual appropriations by the Authority and/or its member agencies. SYD/1682 3-13 08o888 Capistrano Valley Wastewater nutbority 6. 3 MGD Wastewater Treatment Facility Tax-exempt Municipal Lease - Letter of Credit r_D. t tPro. edstoeCredit Fa.illty n She Fuji HankPraoads MaryRent–Anerioa er toe Corporation Dire. Pay L.t — Seougtty of C1edit Fix• Rate _ Le xe Ganrtrua tion Prnoreds Pay�•nt - Ra–lnbrseMrnt - 'Erustee Rqr spent - {.A3 Servioe Provider Be rvt.• Real pl ent �a 3 Year Qperotinq Agro*m*nt A Compensation .� Caalstran. Va1I•y Parson■ tiastewater 7raatnent Srrvioae Nast►asater Authority flail Cost Design capital Cost c1ty of Capistrano San Juan Heaoh Captstrarta Ban.:Dist. New Cgnstryotion wastrwater tlsrr Charges x rRaillty C�� GapaoityR...nurs Readlnesg Charges 9urpl vs Land 8yxt.n DevelaPnrnt Revenues Charges t€ax tawater H Aaratlons Goaneotion Charger D€s{ria! City - Customrrx - Cus toners Figure 3--5 Parsons PARSONS Figure 3-5 indicates a role for a credit facility. The credit facility contemplated here would be a letter-of-credit bank with a long-term investment grade rating. The function of the bank would be to make lease payments from a direct-pay letter of credit according to the terms of the lease. The letter- of-credit bank would have a reimbursement agreement with the Authority, or its .member agencies directly. The reimbursement agreement would provide for routine payment of letter of credit draws, and special provisions for repayment if routine payment is not received in a timely manner. Given the financing assumptions and the inherent issues of project credit, we believe that Parsons involvement might facilitate securing a letter-of-credit bank. 3.5.3 FINANCING ASSISTANCE Parsons, through its privatization projects and project finance activities, has ongoing relations with providers of credit support. For wastewater facilities, we have ongoing relations with the Fuji Bank and Marubeni-America Corporation that, we believe, may be beneficial to the Authority and its customers. Both Parsons, the Bank, and Marubeni stand ready to meet with the Authority, its staff, and advisors to discuss letter-of- credit arrangements that can reduce the cost of debt. There may be significant advantages to a short-term variable-rate letter-of- credit arrangement (i.e. , 5 to 7 years) to reduce the cost of debt during the early years of the borrowing. We would want to discuss a variable rate structure with the Authority and the possibility of establishing an upper limit on the Authority's exposure to variable rate fluctuations. In today's market the long-term fixed rates are at historic lows. Whether this situation will persist into the fall and after the presidential election, is unclear. The Bank and Marubeni believe that certain general conditions will apply to a letter-of-credit arrangement: o Some periodic remarketing of the outstanding debt. o A 5- to 7-year agreement on letter of credit costs. o A negotiable "evergreen" renewal covenant. o A Bank security interest in the facility. o Agreement by the Authority and its member agencies to use the facility for the term of the lease, or a long-term enterprise revenue pledge. o Agreement by the Authority, and its member agencies, to set rates and charges sufficient to pay operating costs and debt service and maintain required reserves. o Negotiation of a mutually acceptable reimbursement agreement between the Authority, its member agencies, and the credit provider. o Appropriate compensation for the credit provider's risk. SYD/ 682 3-15 080888 PARSONS- During the preparation of the preliminary engineering report, Parsons, the Bank, and Marubeni would work with the Authority's staff, financial advisors, and bond counsel to develop a credit enhancement tool to support our suggested fast-track or conventional options. SYD/1682 3--16 080888 PARSONS- SECTION 4 DESIGN CONCEPT The primary object of the proposed project is to provide a wastewater treatment facility to the Authority that meets its needs in the most cost- effective manner possible. There are certain self-imposed, as well as regulatory, criteria and constraints associated with the project. The environmental criteria are delineated in Appendix B, Selection Criteria, and were developed from the RFP as well as numerous discussions with concerned members of the Authority. Prior to developing design criteria and process options, a wastewater characterization was developed based on best available information. This characterization is depicted in Appendix C, Wastewater Characterization, and will be used with all option evaluations in order to assure a uniform basis for subsequent screening and selection of the optimum cost-effective system. "Cost effective" means life cycle cost tempered by best engineering ,judgment. The two basic biological systems for wastewater treatment which were evaluated involved either a fixed-film or suspended-growth system. Two suspended-growth and two fixed-film systems were selected for initial consideration. For the fixed-film processes, biotowers and submerged biological contactors were selected. For suspended-growth systems, conventional activated sludge and sequential batch reactors were selected. There are numerous other variations of both systems which could be incorporated into the final design. Most of the variations would have little impact on the capital costs. The process descriptions are provided in . detail in Appendix D, Alternative Process Descriptions. In order to ensure that the candidate processes would meet the discharge criteria and all unit processes are properly sized, each system was evaluated by a computer model developed by Parsons. In addition, flow schematics were developed and a mass balance performed around each system to ensure accuracy and better define waste streams and residual solids production. These documents are presented in Appendix E, Computer Models and Mass Balance Diagrams. Common to all alternatives is the Victoria influent pump station and the effluent transport system after disinfection to the SERRA outfall structure. Because of the commonality of these systems, they are described separately in the appendices. In order to ensure uniformity in cost estimating for the candidate processes, the CAPDET program was used in developing costs. These data are presented in Appendix F, Cost Estimate Summaries. CAPDET is a standardized EPA.-approved model for developing planning level capital cost estimates for alternative treatment processes. SYD/1582 4-1 080888 PARSONS- The most promising system based on CAPDET appears to be the sequential batch reactor system. The CAPDET analysis is not sensitive to complex power rate structures or manpower requirements with respect to operator skill and local conditions. In order to address these areas of specific sensitivities, a simple life cycle cost analysis was performed on each candidate process. Electrical costs were examined in as much detail as possible because the rate structure incorporates peau demand, offpeak demand, power factor, and diurnal as well as seasonal charges. A cursory power cost analysis is included in the CAPDET for the Authority's review and consideration. The rate structure as proposed by San Diego Gas and Electric is also included. The life cycle cost analysis is based on a 20-year operation at a flow of 6.3 mgd. This data is included in Appendix G, Life Cycle Costs. Based on . Parson's CAPDET analysis, the evaluated systems are ranked with respect to capital cost as follows: ( 1) Sequential batch reactors (2) Submerged biological contactors tS) Biotowers (4) Conventional activated sludge Based on a simple life cycle cost using 1988 dollars the candidate systems rank as follows: (This information is summarized in Figure 4-1 . ) ( 1 ) Submerged biological contactors (2) Biotowers (3) Conventional activated sludge (4) Sequential batch reactors All of the above systems include anaerobic digestion except the sequential batch reactor process. Anerobic digestion was selected as the least-cost approach with regard to life cycle costs along with the fact that there is a potential for energy recovery. Aerobic digestion was also considered but not utilized in the proposed system due to high operating costs. The approximate annual operating cost to aerobically digest sludge from the three processes that have anaerobic digestion is $140,000 per year. During the preliminary design phase, a decision as to the value of aerobic digestion will be made in conjunction with the Authority. It is recognized that sludge treatment and handling may be accomplished at the SERRA treatment facility. However, the cost of sludge treatment facilities would remain basically the same except for the sludge transport system. Ultimate sludge disposal for all systems at this stage incorporates hauling to a landfill. Future consideration would be given to a regional composting facility for discharges in the geographical area. Considering the process alternatives and their costs, it is necessary to confer with the Authority as to specific sensitivities with regard to environmental considerations and cost weighting. As an example the biotower has a high physical profile. The sequential batch reactors have the least odor potential and the lowest land consumption. The submerged biological contactors also use a minimum amount of land and have lower operating cost but are less conducive to water reclamation than either of the suspended growth systems. SYD/1682 4-2 080888 Summary of Estimated Capital & Operating Costs For Alternative Treatment Processes Process Land Constructed Annual Design Needed ( i 1 Value ( 2 ) 0 & M ( 3 ) Sequential Batch Reactor 6 $A012351000 $1, 0121000 Submerged 7 sii, 928, 000 $336, 000 -4=- Bio. Contactors W Biotowers 8 $12, 145, 000 $345, 000 !Act. ontrentional �® $13, 447, 000 $657, 000 Sludge Notes: ( i ) Land Needed is based on a scale of i to 10, with higher ratings requiring a larger facility site. ( 2 ) Constructed value based on CAPDET computer rugs, and is for estimating Purposes only. ( 1938 s ) ( 3 ) O&M is estimate only, including operating and maintenance labor, power costs, material costs , and chemical costs. (1988 $ ) Figure 4-1 Parsons PARSONS- After ARS NS--After selection by the Authority, Parsons will review in detail with the Authority the above options as well as modifications of these options. Factors such as land utilization, future effluent use, Profile, odor Potential, and other environmental and cost factors will temper the final decision. Modifications of the suspended growth process such as the AO and Schrieber process can reduce nitrogen levels in the effluent biologically, which is an advantage for reclamation and stream discharge, although not required (and expensive) for the existing ocean outfall discharge permit. The current ocean disposal requirements for SERRA do not require a high level of treatment. This may be a key factor in selection of the best system for the Authority. Further, as a general rule, treatment systems producing a high-- quality effluent require higher skill levels and more manpower than a basic state-of-the-art system. It is significant to note that all of the treatment processes discussers in this proposal are capable of meeting the discharge requirements in a reliable manner. After selection, Parsons will expand the screening process to assure that the best process has been selected to meet the Authority's needs now and in the future. SYD/1682 4-4 080888 PARSONS— SECTION 5 CONTRACTUAL TERMS AND CONDITIONS 5.1 SUMMARY Parsons has extensive experience in tailoring contractual relations and can offer the Authority with a high degree of flexibility in structuring a clear, straightforward, and efficient contract document to will govern our performance. Our goal is to provide the project principals (including the Authority's General Manager) with a management tool that supports the Authority's goals of timely performance, cost control, state-of-the-art professional services, and an appropriate level of Authority involvement. We ert,A C;^ t gree general contractual areas: . o Conventional Engineering Services Master Agreement o Fast-Track Engineering/Construction Services o Facilities Operations 5.2 CONVENTIONAL ENGINEERING SERVICES The Authority can hire Parsons, as independent contractor, to furnish conventional engineering services The contract can be a Master Agreement with provisions for specific tasks. Engineering services will include preliminary engineering evaluations and design; preliminary engineering report; detailed plans, specifications, and construction contract documents; a draft O&M manual; prequalification and analysis of construction bids; and additional design work as directed. Construction work will include resident engineering services;' administration of construction contracts; contractor inspection; review of shop and erection drawings; O&M manuals; startup assistance; record drawings; and additional construction services as directed. Parsons will use subcontracts for specialized design and/or construction services as needed, including survey; soils and geotechnical investigation; printing of construction plans and specifications; wastewater sampling and evaluation; value engineering; assistance in developing revenue programs and financing plans; assistance in public hearings, as required; or other specialized services. The master contract will provide for performance periods for specific tasks. Force ma,jeure events will include events beyond our reasonable control. Payment provisions will not be affected by suspension due to force ma,jeure. Consequential damages will be mutually waived. The Authority will have the right to terminate for convenience at any point in the performance of our services, subject to compensation for work already performed, or subcontracts then outstanding and/Or cancellation charges. The Authority's termination rights will apply to specific task assignments. Agency liability can be limited to the Authority unless otherwise provided for in the financing documents. Parsons will negotiate payment provisions on a progress basis. SYD/1682 5-1 O8o688 PA RS NS— Parsons will not assign work to a party not affiliated with the Corporation without the written consent of the Authority. Project documents and work products are instruments of service in respect to -the project, and can be used only for the purposes specified. Construction prices, process materials, and other items of construction are estimates, based on our professional judgment. Bids or construction costs may vary from our professional opinions. Parsons will use reasonable care to provide against construction contractor defects and deficiencies. Parsons will reperform its design services at no cost to the Authority if its design products are determined to be deficient in meeting the facilities' performance standards. A specimen Master Engineering Agreement is contained in Appendix H. 5.3 FAST-TRACK ENGINEERING/CONSTRUCTION SERVICES If, upon completion of the preliminary engineering report, the Authority desires to implement the fast-track engineer/contractor approach, we would then amend the Master Agreement including. ( 1 ) A guaranteed maximum price for design and construction. (2) A guaranteed in-service date for the facilities. (3) Reasonable liquidated damages provisions. (4) Definition of fast track bid packages and procurement procedures. (5) Consolidation and enforcement of vendor warranties. (6) Obtain utilities and related services at the site. (7) Authority-directed design/construction changes and procedures. (8) Parsons responsibility for testing/commissioning the facilities. (9) Up to 18 months' warranty on defects in equipment, materials, or workmanship, subject to proper operation and maintenance by the facility operators, if other than Parsons. (10) A one-year warranty against any tier contractor or subcontractor defects in material and workmanship for all field construction work. ( 11) Payment provisions for disbursement of construction fund proceeds. (12) An incentive-based CM fee tied to cost and schedule savings. 5.4 OPERATIONS As operator, the engineer/contractor will accept the consequences of its design and/or construction efforts. Parsons welcomes this opportunity. We have extensive experience in operating facilities we have designed and constructed. We involve our operations unit in all phases of design and construction. The operations contract can be structured on an annually renewable basis, or a fixed 5-year basis, with termination provisions. Compensation can be lump sum, cost plus fixed fee, or time and expense. Parsons offers a blanket process design warranty that the facilities,. as designed by Parsons, will provide acceptable effluent, subject to the influent wastewater characterization, for as long as Parsons operates the facilities. Appendix H contains a specimen operations and maintenance contract. The highlights of this agreement are summarized below. The scope of services includes startup, equipment testing, warranty enforcement, full-service operations, sludge disposal, comprehensive SYD/1682 5-2 080688 PARSONS- maintenance, ARSO rl - maintenance, laboratory services, budget administration, ongoing technical support, recommendations on future modifications (i.e. , upgrade to reclamation standards) , and ongoing staff training. The Authority will retain beneficial ownership of effluent and residual. solids. Staffing will be in accordance with a mutually agreeable manpower plan. The Authority can approve key operations personnel. The operation manager will be a registered sanitary engineer. Parsons will be responsible for odor control and provide a mechanism for the assessment and resolution of any odor concerns. We will be relieved of our performance requirements in the event of a shutdown that is beyond the reasonable control of our operations staff. In such circumstances, we will make best efforts to produce acceptable effluent. We will be governed by generally accepted practices and procedures for the proper operation of wastewater facilities. Priority will be given to the maintenance of the facilities as a. "showcase" for efficient, cost effective, and envirnnmPntally sensitive operations. Our operations staff will maintain vendor warranties. The Authority will have full and unrestricted access to the facilities to inspect the condition of the facility. We will provide periodic performance reports to the Authority. Parsons will submit budget to the Authority at least 90 days prior to the commencement of each fiscal year, providing cost projections for the coming 3-year period. We will provide a budget for routine repair and replacement, and will negotiate a price per event ceiling on routine repairs and replacements. Events with costs above the ceiling will be funded through a separate Authority-funded repair and replacement reserve. We believe the lowest costs to the Authority can be obtained by pricing the 0&M services for an initial period, on a time-and-expense basis with a guaranteed maximum cost. During this period, our books will be open for Authority inspection. Thereafter, the operating fee can be annually renegotiated on a lump-sum basis. We suggest that power costs be a direct pass-through without markup. We also suggest cross-indemnification for negligent acts. Insurance provisions reflect industry standards. The agreement will contain provisions for termination. SYD/1682 5-3 080688 PARSONS- SECTION 6 PROJECT COST AND SCHEDULE 6. 1 SUMMARY In Section 5, Parsons outlined its general approach to establish compensation for professional services. We are prepared to negotiate compensation arrangement tied to specific task assignments on a fixed-fee, cost-plus-fee, or a time-and-expense basis, with costs depending upon process selection and engineer/contractor approach. 6.2 PRELIMINARY ENGINEERING The estimated cost for the preparation of a conventional Basis of Design Report as outlined in Subsection 3.2 is $69,000. These efforts will involve an estimated 1 ,450 manhours. Costs for additional survey and geotechnical investigations will depend upon the level of work accomplished by the Authority's independent contractors and the extent that such work can be used by Parsons. If the Authority desires the Basis of Design Report to include a guaranteed maximum price and guaranteed schedule, an additional fee of $18,000 is suggested. This work will entail an additional 400 manhours. The additional manhours will occur on the same time schedule as the conventional approach and will be accomplished in the same time frame. Survey costs are estimated at $10,000, and soils investigation costs 'are estimated at $20,000. Both estimates are subject to available information from the Authority. 6.3 DESIGN ENGINEERING Under the conventional engineer/contractor approach, we estimate that the facilities will require from 120 to 160 drawings, including specification and bidding documents, depending upon the design process. The estimated cost would range from $420,000 to $560,000, depending upon the design process. This figure may be adjusted depending upon the process recommendations contained in the Basis of Design Report. Our estimated cost for services during bidding is $40,000 and includes a prebid conference, issuing answers to bidders' questions, preparation and issuing of bid addendum (two major addendums are assumed) , receiving and reviewing bids, recommendation for awards, and interpreting plans and specifications during the bidding process. Professional services related to permitting are estimated at $.25,000. SYD/1682 6-1 080888 PARSONS- 6.4 CONSTRUCTION COORDINATION Construction coordination will include a resident engineer, inspector, secretary/clerk, and home office engineering services, including shop drawings submittal review, responses to inquiries, clarification sketches and change order drawings, periodic site visits, and record drawings. Based on a 20-month construction period our estimate for these services ranges from $400,000 to $540,000, depending on the process selected. 6.5 CONSTRUCTION COST Figure 6-1 (Summary of Estimated Capital and Operating Costs) indicates a range of $10.325 million to $13.447 million in capital costs, depending on the process system ultimately selected by the Authority. These costs are exclusive of indirect costs (i.e. design, construction arrangement, contingencies, etc. ) and financing-related costs. Figures are in 1988 dollars. 6.6 OPERATING AND MAINTENANCE COSTS Figure 6-1 also indicates an annual operating and maintenance cost. These costs range from $336,000/year to $1 ,012,000/year, depending upon the process system ultimately selected by the Authority. These estimates are based upon 6.3 mgd flow, and include operation and maintenance labor, power costs, material costs, and chemical costs only. Figures are in 1988 dollars. 6.7 FAST TRACK Depending upon the extent of fast tracts authorized at the conclusion of preliminary engineering, the combined cost for design and construction services might be reduced by $100,000 to $150,000. As part of a fast-track procurement, Parsons would suggest an independent incentive fee arrangement whereby Parsons would participate in the savings below the guaranteed maximum price, coupled with a bonus provision for early completion. Another approach might involve allocating Parsons a somewhat higher percentage of savings negotiated below bid prices received for the speciality contracts, with an early completion bonus. 6.8 PROJECT FINANCE If Parsons arranges credit enhancement along the lines outlined in Subsection 3.5, we would suggest a fee tied to a percentage of the net present value of the resulting savings to the Authority. For example, if Parsons-arranged credit enhancement resulted in a net present value savings of $1 .4 million, when compared with an unrated (or BAA-rated) COP issue, our compensation might be a percentage of the projected savings in debt service costs. We would anticipate further discussion of financing-related compensation during the development of the preliminary design. SYD/1682 6-2 080888 Summary of Estimated Capital & Operating Costs For Alternative Treatment Processes Process Land Constructed Annual Design Needed ( 1 } Ualue ( 2 ) 0 & M ( 3 ) Sequential Hatch Reactor 6 $10, 235, 000 $1, 012, 000 Submerged 7 $11, 928, 000 $336, 000 ON Bio. Contactors CL CL Biotowers 8 *12, 145, 000 $345, 000 Conventional 10 $13, 447, 000 $657, 000 Act. Sludge Notes: (1 ) Land Needed is based on a scale of 1 to 10, with higher ratings requiring a larger facility site. ( 2 ) Constructed value based on CAPDET computer runs, and is for estimating purposes only. ( 1988 s ) ( 3 ) O&M is estimate only, including operating and maintenance labor, power costs, material costs, and chemical costs. ( 1988 $ ) Figure 6-1 Parsons PARSONS- 6.9 SCHEDULE Figures 6-2 and 6-3 indicate our estimated time for either the conventional approval or the fast-track approach. We estimate that the conventional approach can be completed within 32 months of Notice to Proceed, or 7 months faster than the schedule outlined in the RFP. We estimate that the fast-track approach can be completed in 25 months, subject to conditions within our responsible control, or 14 months faster than the schedule outlined in the RFP. SYD/1682 6-4 080888 Capistrano Ualley Wastewater Authority 6. 3 MGD Wastewater Treatment Facility "Conventional" Procurement Model Activity Month 1 2 3 4 3 6 7 B 9 1E 11 12 13 14 13 16 17 10 11 20 21 27 23 24 23 26 27 20 21 310 31 32 33 34 33 36 37 Prel . Eng. (Prel . Eng. Report ) .�.._, (Review ) Des. Eng .. ..... ( 50X Plans ) � ( 90% Plans ) _.. (Review ) ( Final Plans & Specs ) Procurement (Bidding ) (Mobilize ) (PO' s Fabricate & Deliver) Construction ( Construct ) Start up �,. ( Start-up ) , operations ( operate ) Figure 6-2 Parsons Capistrano !)alley Wastewater Authority 6. 3 MGD Wastewater Treatment Facility "Fast Track" Procurement Model Activity Month t E a 4 a t 7 • f 1p it Ia 17 14 13 It I7 IN If aY 21 22 23 24 21 26 27 28 Al ai a! as Sa s4 33 st a7 Prel . Eng (Prel . Eng. Report ) (Review ) Performance (Performance Plans & Specs ) cr Plans & Specs (Review & Permits ) ON Did Pack ##i Procurement & Did Pack ##2 Construction Hid Pack n+i Start-up �..,.. ( Start-up ) Ooperati ons Awards Figure 6-3 Parsons PARSONS- APPENDIX A PARSONS QUALIFICATIONS Detailed descriptions of 4 Parsons Municipal Services, Inc. , ongoing wastewater projects are provided herein. SYD/1682 A-1 080688 CASE HISTORY FORM Client Name: City of Chandler, Arizona Contract Type: Service Agreement Period of Performance: From: Dec. 1983 To: Dec. 2008 Place of Performance: Chandler, Arizona Maximum Personnel Assigned: Construction 200; Operations Title of Contract Report Wastewater Service Agreement Purpose and Results of Contract: The City is a rapidly growing community in the Phoenix Metropolitan area. Because of growth, the City required a new 5 mgd wastewater treatment plant, expandable in increments to 20 mgd. Effluent would be used for recreational purposes, thereby dictating advanced secondary treatment. At the time, the City lacked bond capacity to issue its own debt. Further, the City had experience with contracting out for public services, and was aware of substantial Federal tax benefits then available for privately-owned wastewater treatment plants. Parsons was selected through a privatization procurement to own, finance, build, and operate the facility for a 25 year term. The facility was placed in service ahead of schedule, with construction savings in excess of $3 million. The Mayor has publicly stated that the privatization arrangement with Parsons is saving the citizens of Chandler in excess of $1 million per year. Description of Contract Services Parsons reviewed and accepted a third party design and provided a 25 year process warranty the that plant, as design and constructed, would meet its discharge permit conditions. Parsons financed the project through the issuance of Industrial Development Bonds. Parsons offered the City a capital charge, or Base Service Fee that was approximately 200 basis points below the then current amortization rate for equivalent municipal debt. Parsons then bid the construction of the facility and provided full construction management services. Upon completion, Parsons performed start-up, and has been continuously operating the facility since November, 1985. Cost and Price Information: Service Fee: $1,987,889; approximately $700,000 for O&M Total Completed Cost: $19,943,424 (Design/Construct) Design/construct no (yes or no) Finance yes (yes or no) Operate yes (yes or no) Community Relations Assistance yes (yes or no) Appearance at Formal Hearings yes (yes or no) Coordination with local X , county X city X state X and/or federal agencies. PMS/1501 A-2 121587 Chandler References B. Metzler, Public Works Director City of Chandler 200 East Commonwealth Avenue Chandler, Arizona 85224 (502) 899-9772 PMS/1501 A-3 121587 Chandler CASE HISTORY FORK! Client Name: City of Gilbert,, Arizona Contract Type: Service Agreement Period of Performance: From: DEC. 1984 To: 2009 Place of Performance: Gilbert, Arizona Maximum Personnel Assigned: Construction 120; O&M 4 Title of Contract Report: Wastewater Service Agreement Purpose and Results of Contract: The City of Gilbert is a rapidly growing community within the Phoenix metropolitan area. Over time, large developers had assembled significant parcels for residential and commercial development. However, due to overload on its existing primary wastewater plant, the City was under a moritorium on new wastewater services until an upgraded and expanded wastewater facility was placed in service. Gilbert lacked the assessed valuation to support general obligation bonds and lacked the wastewater system revenue to support a revenue bond. Gilbert became aware of the City of Chandler's privatization experience, and requested privatization bids for the upgrade and expansion of its wastewater facility. Parsons won the competition and successfully negotiated a 25 year turnkey wastewater service agreement with the City. The service agreement is subject to annual appropriations; is secured by collateralize pledges from the City's major land developers; provides for 25 year process warranties; provides advanced secondary treatment for recreational re-use; designed by Engineering Science (Parsons who)ly-owned environmental engineering subsidiary); construction by Ralph M. Parsons Company; operations by Parsons Municipal Services, Inc.; and the establishment of a plant expansion fund, into which the City's share of tax benefits will be deposited. The plant was placed in service 11 months ahead of schedule. Description of Contract Services Parsons designed and constructed the facility on a lumpsum design/construct basis and provided a 25 year process performance warranty. Parsons arranged a complex financing for the project involving non-recourse to the City with secured pledges from major developers to purchase capacity in the plant over a ten year period. The debt was financed through the issuance of Industrial Development Bonds secured by an AA rated letter of credit. The bonds carry a variable interest rate. The capital charge to the City is fixed. The plant is now in-service and will be operated by Parsons over the next 25 years. The Gilbert facility produces effluent to identical standards with Chandler, has 10 percent more capacity, was finished in 60 percent of the time, and produced a construction cost savings of 25 percent when compared with Chandler. Parsons attributes this savings principally to fast track design/construct techniques employed at Gilbert. Cost and Price Information: Service Fee: Capital $1,600,000 0&M $400,000 Total Completed Cost: $14,898,000 (Design/Construct) PMS/1501 A-4 121587 Gilbert Bid Contract Include: Design/construct yes (yes or no) Finance yes Operate yes Community Relations Assistance yes Appearance at formal Hearings yes Coordination with local X , county X city X state X , and/or federal agencies. References !Cent Cooper, City Manager City of Gilbert, Arizona 119 North Gilbert Rd. Gilbert, Arizona 85235 (602) 892-0802 PMS/1501 A-5 121587 Gilbert CASE HISTORY FORM Client Name: Pelham, Alabama Contract Type: Service Agreement Period of Performances From: DEC. 1985 To: DEC. 2010 Place of Performance: Pelham, Alabama Maximum Personnel Assigned: Construction 120; 4&M 6 Title of Contract Report Wastewater Service Agreement Purpose and Results of Contract: The City of Pelham is a small, but rapidly growing, community in the Birmingham metropolitan area. Until recently, the City had no central wastewater collection and treatment facilities, and relied on septic systems and small, poorly operated, package treatment facilities. The City concluded that the lack of a municipal system was depressing growth and property values. The City was, however, to small to finance the system on its own credit, and choose to take advantage of recently enacted legislation enabling Alabama cities to enter into long-term wastewater service contracts. Parsons was selected through a competitive bidding process to develop a municipal wastewater collection and treatment system under Parsons` ownership, including financing, design, construction, and operations. This system included over 40 miles of collection sewers and an advanced secondary wastewater treatment plant. The project was completed on schedule and within budget and is now in operations. The project was financed with Industrial Development Bonds supported by a FDIC credit insurance policy. Description of Contract Services Financing of the $16 m project with credit enhanced IDBS; fast track design and construction; start-up; and operations, subject to a 25 year process warranty, fixed annual capital charges, and annually negotiated operations contract. Cost And Price information: Service Fee: for 1988 - $1,433,019 (O&M included; estimated at $400,000) Total Completed Cost (Design/Construct) Did Contract Include: Design/construct yes (yes or no) Finance yes (yes or no) Operate yes (yes or no) Community Relations Assistance yes (yes or no) Appearance at Formal Hearings yes (yes or no) Coordination with local X county X , city X state X , and/or federal agencies. PMS/1501 A_6 121587 Pelham References Bobby Hayes, Mayor City of Pelham City Hail Pelham, Alabama 35124 (205) 663-3901 PMS/1501 A-7 121587 Pelham CASE HISTORY FORM Client Name: Regional Water Pollution Control Center, Downingtown, Pennsylvania Contract Type: Wastewater Service Agreement Period of Performance: From: DEC. 1985 To: DEC. 2010 Place of Performance: Downingtown, Pennsylvania Maximum Personnel Assigned: Construction 80 O&M 11 Title of Contract Report Wastewater Service Agreement Purpose and Results of Contract: The Bourough of Downingtown selected Parsons to upgrade and expand its existing 4 mgd wastewater treatment plant. The facility, which also serves four smaller adjacent Pennsylvania communities has been expanded, through a 25 year privatization agreement, to treat a total of 7 mgd at more stringent advanced secondary treatment discharge standards. The project involved several inter-governmental agreements between the five communities, as well as a service agreement between DRWPCC and Parsons. Parsons designed and constructed the facilities and financed the $16.4 m improvements with proceeds from the sale of Industrial Development Bonds. DRWPCC continues to own the original plant, which is leased to Parsons, and Parsons owns the expansion elements. The US EPA has maintained a keen interest in this privatization project, since the original facilities were funded in part by an EPA grant. Parsons retained all original public employees, at equivalent wage and benefits. Description of Contract Services Parsons negotiated a 25 year service contract, financed, designed, is constructing and will commence operation of the expanded Downingtown facilities in January. Parsons undertook operation of the existing plant prior to start of construction, and operated the facility during construction. The service agreement provided for a fixed capital charge, reflecting tax benefits; 25 year process performance guarantees, and options for future plant expansion. Cost And Price Information: Base Service Fee: $777,150 (annual) $1,400,000 for O&M Total Completed Cost: $7,535,000 (Design/Construct) Did Contract Include: Design/construct yes (yes or no) Finance yes (yes or no) Operate yes (yes or no) Community Relations Assistance yes (yes or no) Appearance at Formal Hearings yes (yes or no) Coordination with local X county X city X state X , and/or federal agencies. PMS/1501 A_g 121587 Downing References Don Greenleaf, Borough Manager Borough of Downingtown Borough Hall 4 West Lancaster Avenue Downingtown, Pennsylvania 19335 (215) 268--0344 PMS/1501 A-9 121587 Dawning PARSONS-- APPENDIX B SELECTION CRITERIA The Authority's wastewater treatment plant location is in an environmentally sensitive location with nearby commercial, residential, and recreational activities. The site is flat and visible. Available Land is clearly defined. Therefore, the following elements were considered during the preliminary screening process by Parsons: o Noise levels should be equal to or less than existing background levels. o Odor control should be provided for any unit process that may be a potential source. o The design should minimize deep cuts because of the potable water table. o The new facility should provide adequate redundancy and flexibility to ensure production of quality water on a continuous basis. o The design and facility layout should take into consideration increased effluent quality requirements as well as the possibility of future expansion. o The maximum elevation of any structure should not exceed the height of adjacent existing structure such as the Price Club building, and the design should reflect architectural standards consistent with a "light industrial" land use. o The design and operation must be cost effective and simple to operate. SYD/16$2 B-1 080688 PARSONS- PROCESS SELECTION The Request For Proposal indicates that the main treatment scheme should be a biological system using state-of-the-art technology. Parsons agrees with this approach rather than physical processes which are low in capital cost but inordinately high in operation and maintenance costs. The two basic biological processes are suspended-growth and fixed-film reactor systems. There are many variations within these two basic groups. Two common systems were selected from each group. SUSPENDED GROWTH SYSTEMS For the suspended-growth system, conventional activated sludge and sequential batch reactors were selected. The cost of a conventional system would be about equal to other systems. As an example the AO process and the Schrieber process both use an anoxic phase as does the submerged biological reactors (SBR) . Because the SBR system does not use final clarifiers, the capital cost is less. For these reasons the SBR was used as one suspended-growth alternative. A conventional activated sludge system is the most comprehensive type of treatment, and therefore utilizes more unit processes and accordingly will have the highest capital cost and land requirements. Other variations such as contact stabilization and step aeration will be equal to or slightly less than the cost for conventional activated sludge. Considering the above comments, the two selected suspended-growth systems represent the high and low capital costs with about the same reliability. During the preliminary design, other variations can be examined as to capital and O&M costs. SYD/1682 B-2 080688 PARSONS- FIXED FILM SYSTEMS The two basic fixed--film systems are trickling filters and rotating biological contactors. A trickling filter system using plastic media (biotower) was selected for evaluation rather than a conventional rock media system. The reason for the plastic media is simply that it requires less space and is traditionally lower in construction costs. Rock and plastic media produce the same results given the same effective surface area. Biotowers are deeper, have a higher elevation, and therefore a higher visual profile. The biotower system was conceived to have a height of less than the nearest major building, the Price Club. Submerged biological contactors were selected for the second fixed-film alternative. This system functions the same as rotating biological contactors, except that the contactors are 80% submerged. The advantages of the submerged approach are manifold. It reduces the weight on the shaft and bearings, provides a better medium for oxygen transfer, prevents loading problems, and provides a mechanism that better controls the effective film depth and therefore can assimilate and treat higher organic loadings than conventional rotating biological contactor units. In addition, it is our understanding that the Capistrano Beach Sanitary Distract will be installing a pilot SBC system in the near future to augment its current treatment capacity. Should the preliminary engineering study demonstrate that the SBC system is the most attractive process, then the operation staff will have experience with process. SLUDGE DIGESTION AND HANDLING Anaerobic digestion was selected for three of the processes. An aerated holding tank was provided for the submerged biological contactor system. Since the mean cell residence of this system approaches extended aeration, sludge digestion is essentially accomplished during the process, with appropriate increases in power consumption. SYD/1682 B-3 080688 PARSONS- Aerobic digestion was also considered. The approximate energy costs were $130,000 for the conventional activated sludge process and $160,000 for the fixed-film systems. To demonstrate the most cost-effective approach where possible, aerobic digestion was not included in the estimates. All systems would require a belt press for dewatering and also subsequent hauling to a landfill. SYD/1682 B-4 080688 PARSONS- APPENDIX C WASTEWATER CHARACTERIZATION The following table contains the wastewater characterization that is used for the proposed design alternative screenings. There is little data available at the present time; therefore, the characterization is based on assumption and the data currently available. Upon selection, Parsons will collect samples and other data to verify our assumptions. This activity is key in that it will dictate unit process sizes as well as capital and 0&M costs. As an example, all clarifiers have been designated based on a peak flow factor of 2.5 as delineated in the Request For Proposal. A high peak flow factor will increase size, and a lower peak flow will reduce the size with respect to increases and decreases in the cost. The sample principle as above applies to the actual organic and solids loading to be treated. Overstated values will dictate a design that may be too conservative. It is significant to note that the Parsons approach to design is, in general, conservative in order to incorporate an appropriate level of reliability. SYD/1682 C-1 080488 CAPISTRANO VALLEY WASTEWATER AUTHORITY TENTATIVE WASTEWATER CHARACTERIZATION Average Daily Flow, mgd 6.3 Peak Daily Flow, mgd 15.75 Peak Flow Factor 2.5 TBOD, mg/l 250 SBOD, mg/l 100 TSS, mg/l 250 VSS, mg/1 215 NH3-N, mg/1 35 Alakalinity as CaCO3, mg/1 250 PO4-P, mg/1 10 Total Dissolved Solids 1000 - 4000 pH, units 7.5 Temperature, degrees Celcius 20 Note: The above characterization is based on available data and several assumptions. Prior to preliminary design, values will be verified. Parsons C-2 PARSONS- APPENDIX D ALTERNATIVE PROCESS DESCRIPTIONS The process assumptions and criteria are based on the wastewater characterization described in the previous section. Each process alternative is described herein as the process train description and operating system. Enclosed in this section is a tabulated presentation of design criteria in sufficient detail to prepare a basic cost estimate and evaluate the process integrity. CONVENTIONAL ACTIVATED SLUDGE TREATMENT After the raw wastewater is transported from the main pump station, it enters the headworks structure. The structure contains two mechanically cleaned bar screens and a bypass channel, an aerated grit removal system with a bypass, and a two-stage odor-control system. This unit process is enclosed or covered to minimize any odors. Screening and grit are collected in an enclosed dumpster for subsequent hauling and landfill disposal. After preliminary treatment, the wastewater is evenly split to three primary clarifiers. The clarifiers are covered and vented by aeration blowers. Primary scum, which consists primarily of grease and other floatable materials, is pumped to the dissolved air flotation thickener. Primary sludges are thickened in the clarifiers and then pumped directly .into the anaerobic digester. The units are configured so that any two units can be taken out of service. The primary clarifier effluent then flows to the activated sludge system. Normal operation consists of standard serpentine flow through the three reactors, but the system is also configured for parallel flow so that units SYD/1662 D-1 080488 PARSONS--- can be taken out of service. The aeration system consists of either swing diffusers or a grid-type system. Both options use high-efficiency diffusers. The mixed liquor is evenly split to four final clarifiers. Scum is pumped to the dissolved air flotation thickener. Return activated sludge is collected into a common wet well and then pumped to the biological reactors. Waste activated sludge is thickened to approximately 3.5% to 4.0% solids in the dissolved air flotation thickener prior to introduction to the anaerobic digester. Facilities are provided to chlorinate the return activated sludge for filament and bulking control. The effluent is then disinfected by chlorination in the chlorine contact chamber. A flash mixing system is used for immediate mixing of the chlorine solution to maximize disinfection at the lowest effective dosage rate, Adequate chlorination capacity for prechlorination and return activated sludge is provided. Sludge digestion and dewatering is discussed at the end of the process descriptions. SEQUENTIAL BATCH REACTORS After the raw wastewater is transported from the main pump station, it enters the headworks structure. The structure contains two rotary screens and a bypass channel, an aerated grit removal system with a bypass, and a two-stage odor-control system. This unit process is enclosed or covered to minimize any odors. Screening and grit are collected in an enclosed dumpster for subsequent hauling and landfill disposal. After preliminary treatment the wastewater flows into the last decanted reactor, which is at its minimum level, and fills the reactor. The mixing system is operated during the fill period without oxygenation for the anoxic mode period. At a preset time oxygenation commences. After a preset time or when the reactor fills to the maximum level, the mixing and oxygenation is SYD/1682 D-2 080488 PARSONS- terminated for settling. After the settling or decant period, the clarified or decant liquor is discharged to the equalization basin. After decant, the fill cycle commences. This operation occurs sequentially in all three reactors so that the constant flow from the pretreatment system can be accepted. The purpose of the equalization basin is to attenuate surges from the reactor blowdown. During low-flow periods, the flow from the equalization basin is fed at a constant rate in order to maximize disinfection. The effluent is then disinfected by chlorination in the chlorine contact chamber. A flash mixing system is used for immediate mixing of the chlorine solution to maximize disinfection at the lowest effective dosage rate. Adequate chlorination capacity for preehlorination will be provided. Sludge is removed during the settling period from each reactor and pumped to an aerated holding tank for subsequent dewatering and disposal. No digestion is required due to the high mean cell residence time of the system. Specific preliminary design criteria is included in this appendix. BIOTOWER SYSTEM After the raw wastewater is transported from the main pump station, it enters the headworks structure. The structure contains two mechanically cleaned bar screens and a bypass channel, an aerated grit removal system with a bypass, and a two stage odor control system. This unit process will be enclosed or covered to minimized any odors. Screening and grit are collected in an enclosed dumpster for subsequent hauling and landfill disposal. After preliminary treatment, the wastewater is evenly split to three primary clarifiers. The clarifiers are covered and vented by the tower blowers. Primary scum, which consists primarily of grease and other floatable materials, is pumped directly to the anaerobic digester. Primary sludges SYD/1682 D-3 080488 PARSONS--- are thickened in the clarifiers and pumped directly into the anaerobic digester. The units are configured so that any two units can be taken out of service. After primary clarification the clarified effluent is pumped to the biotowers by variable-speed pumps. The pumps can be set for constant flow, flow matching, and flow plus a recycle rate based on percent of flow. The biotower effluent flows by displacement to the final clarification system. The final clarifier scum and sludge are returned to the primary clarifier influent system and subsequently combined with the primary sludge and scum with eventual transport to the anaerobic digester. The effluent is then disinfected by chlorination in the chlorine contact chamber. A flash mixing system is used for immediate mixing of the chlorine solution to maximize disinfection at the lowest effective dosage rate. Adequate chlorination capacity for prechlorination is provided. Specific preliminary design criteria is included in this appendix. SUBMERGED BIOLOGICAL CONTACTORS After the raw wastewater is transported from the main pump station, it enters the headworks structure. The structure contains two rotary screens and a bypass channel, an aerated grit removal system with a bypass, and a two-stage odor control system. This unit process is enclosed or covered to minimize any odors. Screening and grit are collected in an enclosed dumpster for subsequent hauling and landfill disposal. After preliminary treatment, the wastewater flows to the submerged biological contactor system. The normal flow sequence is a two-stage system where the flow is evenly split to each process train. Adequate piping is provided for flexibility so that discrete contactors can be shut down for service without sacrificing the effluent quality. Flexibility is also provided by other SYD/1682 D-4 o8o488 PARSONS- process options such as reducing the number of trains and increasing the number of stages. The aeration system is installed at the leading and trailing edge of each shaft in order to control the rotational speed. The diffuser submergence is approximately 18 ft where optimum oxygen transfer will occur for support of the biological growth. The biologically treated water then flows to the final clarification system consisting of four final clarifiers. The final clarifier scum and sludge are pumped directly to the anaerobic digester. The effluent will then be disinfected by chlorination in the chlorine contact chamber. A flash mixing system will be used for immediate mixing of the chlorine solution to Maximize disinfection at the lowest effective dosage rate. Adequate chlorination capacity for prechlorination will be provided. Specific preliminary design criteria is included in this appendix. EFFLUENT TRANSPORT TO SERRA OUTFALL To convey the plant effluent from the proposed treatment plant to the SERRA plant outfall surge tower, a plant effluent pumping station and land outfall will be required. The pumping station will be designed to pump at least two times the average dry weather flow or about 12.6 mgd. The pumping station would probably be designed with three variable-speed pumps with capacities up to 4,400 gpm each. They could be engine or motor driven, depending on economic considerations and the availability of sludge gas for powering engine drives. The effluent pumping station is estimated to cost approximately $275,000. ANAEROBIC DIGESTION Anaerobic digestion is provided for all processes excepting the sequential batch reactor system. Sludge is introduced to the digester as described in the above system descriptions. SY➢/1682 D-5 080488 PARSONS--- The hydraulic residence time of the system is 30 days at design flow which is adequate for good stabilization. The digester is heated by a boiler heat exchanger. During the preliminary engineering stage, a gas engine with vapor phase cooling for heat recovery and subsequent digester heating will be evaluated. The engine would be used to produce electrical power or directly drive a mechanical element such as pumps or aeration blowers. SLUDGE DEWATERING A three-belt press will be provided for all candidate systems. The press has a gravity thickening zone independent of the press operation. This approach allows a varied concentration of sludge input without sacrificing the solids concentration of the cake. For the anaerobic sludges, it is intended to dewater all the sludge with no supernatant return to the system. After dewatering, the sludge is conveyed to a truck for hauling to the landfall. SYDi1682 D-b 080488 CAPISTRANO VALLEY WASYEWATER AUTHORITY CONVENTIONAL ACTIVATED SLUDGE SYSTEM .PRELIMINARY DESIGN CRITERIA EADWORKS Bar Screens, Number 2 Capacity Each, mgd 11 Aerated Grit Removal 1 PRIMARY CLARIFICATION Number of Tanks 3 Length, ft 120 Width, ft 20 Depth, ft 9 Overflow Rate @ Peak Flow, gpdsf 2188 Overflow Rate @ ADF, gdsf 875 Suspended Solids Removal, % 47 BOD .Removal, % 36 BIOLOGICAL REACTORS Number of Tanks 3 Length, ft 120 Width, ft 24 Depth, ft 18 Mixed Liquor Suspended Solids, mg/l 2500 Mean Cell Residence Time, days <7 Number of Blowers 2 Capacity, scfm each 9000 Horsepower each unit 600 SECONDARY CLARIFICATION Number of Tanks 4 Length, ft 165 Width, ft 20 Depth, ft 14 Overflow Rate @ Peak Flow, gpdsf 1200 Overflow Rate @ ADF, gpdsf 480 Number of RAS Pumps 3 Capacity, each gpm 2200 Horsepower, each 20 Parsons D-7 CONVENTIONAL ACTIVATED SLUDGE SYSTEM (Continued) CHLORINATION Number of Tanks 2 Length, ft 73 Width, ft 30 .Depth, ft 10 Retention Time @ 15. 7 mgd, min. 30 Retention Time @ 6.3 mgd, min. 75 DISSOLVED AIR FLOTATION 'THICKENING Number of Units 1 Diameter, feet 32 Depth, feet 9 Solids Loading, lbs/ft2/day 20 Recycle Flow, gpm 300 Recycle Pressure, psia 75 Parsons D-s CAPISTRANO VALLEY WASYEWATER AUTHORITY SLUDGE TREATMENT AND DEWATERING PRELIMINARY DESIGN CRITERIA ANAEROBIC DIGESTTION Number of Tanks I Hydraulic Residence, days 30 Boiler Heat Exchanger, Number 1 Gas Mixing System, scfm TBD Operating Temperature, Degrees F 95 SLUDGE DEWATERING Three Belt Press, Number 1 Top Belt Width, meters 3 Bottom Belt Width, meters 2. Capacity, lbs per hour 1200 Note: The anaerobic digesters are common to all processes excepting the sequential batch reactor system were an aerated sludge holding tank will be utilized. The belt press is common to all systems. D-9 Parsons CAPISTRANO VALLEY WASYEWAT'ER AUTHORITY SEQUENTIAL BIOLOGICAL REACTOR SYSTEM PRELIMINARY DESIGN CRITERIA HEADWORKS Rotary Screens, Number 2 Capacity Each, mgd 11 Aerated Grit Removal 1 BIOLOGICAL REACTORS Number of Tanks 3 Length, ft 179 Width, ft 59 Max Depth, ft 18 Min Depth, ft 12 Mixed Liquor Suspended Solids, mg/l 3200 Mean Cell Residence Time, days >25 Number of Blowers per basin 1 Total. Number of Blowers 4 Capacity, scfm each 9000 Horsepower each Blower 150 Numbers per Basin 1 Capacity of each Pump, gpm 15380 Horsepower per pump 100 Cycles per Day 14 Decant flow, gpm 15799 EQUALIZATION TANK Number of Tanks 1 Volume, gallons 400,000 CHLORINATION Number of Tanks 2 Length, ft 73 Width, ft 30 Depth, ft 10 Retention Time @ 15.7 mgd, min. 30 Retention Time @ 6.3 mgd, min. 75 Parsons A-10 CAPISTRANO 'VALLEY WASYEWATER AUTHORITY BIOTOWER SYSTEM PRELIMINARY DESIGN CRITERIA HEADWORKS Bar Screens, Number 2 Capacity Each, mgd 11 Aerated Grit Removal I PRIMARY CLARIFICATION Number of Tanks 3 Length, ft 120 Width, ft 20 Depth, ft 9 Overflow Rate @ Peak Flow, gpdsf 2188 Overflow Rate @ ADI`, gdsf 875 Suspended Solids Removal, % 47 BOD Removal, % 36 BIOTOWER REACTORS Number of Towers 3 Diameter, ft 80 Depth, ft 24 Design Loading, lbs BOD/10OOFT3 35 Number of Feed Pumps 6 Capacity, gpm each 7000 Horsepower each pump 100 SECONDARY CLARIFICATION Number of Tanks 4 Length, ft 1.40 Width, ft 20 Depth, ft 10 Overflow Rate @ Peak Flow, gpdsf 1400 Overflow Rate @ ADF, gpdsf 560 Parsons D-11 BIOTOWER SYSTEM SYSTEM (Continued) CHLORINATION Number of Tanks 2 Length, ft 73 Width, ft 30 Depth, ft 10 Retention Time @ 15.7 mgd, min, 30 Retention Time @ 6.3 mgd, min. 75 Parsons D-12 CAPISTRANO VALLEY WASYEWATER AUTHORITY SUBMERGED BIOLOGICAL CONTACTOR SYSTEM PRELIMINARY DESIGN CRITERIA HEADWORKS Rotary Screens, Number 2 Capacity Each, mgd 11 Aerated Grit Removal, Number 1 BIOLOGICAL CONTACTORS Number of Trains 2 Number of Stages 2 Surface Area First Stage, ft2 865500 Surface Area Second Stage. ft2 865500 Design Loading, lbs SBOD/100OFT2 1.5 Number of Blowers 2 Capacity, scfm each 8000 Horsepower each blower 100 SECONDARY CLARIFICATION Dumber of Tanks 4 Length, ft 140 Width, ft 20 Depth, ft 10 Overflow Rate @ Peak Flow, gpdsf 1400 Overflow Rate @ ADF, gpdsf 560 CHLORINATION Number of Tanks 2 Length, ft 73 Width, ft 30 Depth, ft 10 Retention Time @ 15.7 mgd, min. 30 Retention Time @ 6.3 mgd, min. 75 Pars o ns D-13 PARSONS- APPENDIX E COMPUTER MODELS AND MASS BALANCE DIAGRAMS This appendix contains idealized mathematical computer models of three of the candidate systems. The sequential batch reactor system was not modeled because the available operating data is limited to the point where statistically valid algorithms cannot develop. The computer models, prepared by Parsons, have been in existence for over six years and have been field verified as to accuracy. Documentation on the models is available through Instructional Resources Information Systems, Ohio State University or through Parsons. Mass balance diagrams for all four processes are included at the end of the appendix. SYD/1682 E-1 080888 CAPISTRANO VALLEY WASTEWATER AUTHORITY CONVENTIONAL ACITIVATED SLUDGE OPTION IDEALIZED MATHEMATICAL MODEL FOR PROCESS SCREENING AND CRITERIA EVALUATION Parsons E-2 DATE: 07--27-1988 TIME: 03:38 W A S T E W A T E R C H A R A C T E R I Z A T I O N AVERAGE DRY WEATHER FLOW MGD: 6.3 PEAK DRY WEATHER FLOW MGD= 15.75 DESIGN FLOW MGD: 6. 3 INFLUENT BOD MG/L: 250 INFLUENT TSS MG/L: 250 INFLUENT VSS (%) : 86 TEMPERATURE "C: 20 TKN MG/L: 35 ALKALINITY MG/L: 250 PH 7.5 PO4-P MG/L: 10 MAXIMUM MLSS 2500 MAXIMUM MCRT 8.2 DEFAULT VALUE USED PLANT C0NFIGl1RATI0N ANI~? DIMENSIC.7NS DESIGN AVERAGE DAILY FLOW (MGD) . -1 DESIGN PEAK WET WEATHER FLOW (MGD) : -1 PRIMARY CLARIFICA= ON NUMBER OF RECTANGULAR CLARIFIERS: 3 - DIMENSIONS EACH TOTAL LENGTH (FT) : 120. 0 ^---- WIDTH (FT) : 20.0 DEPTH (FT) : 8.00 WEIR LTH (FT) : 210 630 SFC AREA (FT2) : 2400 7200 TOTAL WEIR LENGTH (FT) : 630 TOTAL SURFACE AREA (FT-2) : 7200 'arsons E-3 REAC70PS NUMBER OF RECTANGULAR REACTORS: 3 DIMKNSIONS EACH LENGTH (FT) : 120.0 WIDTH (FT) : 24.0 DEPTH (FT) : 18.0 E-4 Parsons DATE: 07-27-1988 TIME: 03:38 S E C O N D A R Y C Z A R I F I CATION - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF RECTANGULAR CLARIFIERS: 4 DIMENSIONS EACH TOTAL LENGTH (FT) :165.0 WIDTH (FT) : 20.0 DEPTH (FT) : 14.00 WEIR LTH (FT) : 350 1400 SFC AREA (FT2) : 3300 13200 TOTAL WEIR LENGTH (FT) : 1400 TOTAL SURFACE AREA (FT"2) : 13200 S L U D G E H A N D L I N G - - - - - - - - - - - - - - - TYPE OF DIGESTION: ANAEROBIC NUMBER OF PRIMARY DIGESTERS: 2 #1 #2 VOLUME (GAL) : 561000 561000 DIGESTER HEATED Y Y DIGESTER MIXED Y Y Parsons E-5 CAPISTRANO VALLEY WWA DATE: 07--27-1988 TIME: 03:39 BOD: 250 TSS: 250 TEMP 20 PRIMARY TREATMENT SYSTEM PERFORMANCE * FLOW * PCE BOD * PCE TSS * PS * PS * PS * SL * MGD * MG/L * MG/L * LBS/DAX * xM * GPD * GPSFD * * * * * 4.73 145 114 5340 6.00 10671 656 4.91 147 117 5451 6.00 10694 682 5.09 149 119 5559 6.00 11109 707 5.27 151 121 5663 6.00 11318 732 5. 45 152 123 5765 6.00 11520 758 5.64 154 125 5863 6.00 11716 783 5. 82 155 127 5958 6.00 11906 808 6 .00 157 129 6050 6.00 12091 834 6. 18 156 131 6140 6.00 12270 859 6.37 159 133 6227 6.00 12444 884 6.55 161 134 6312 6.00 12613 910 6.73 162 136 6394 6.00 12777 935 6.91 163 138 6474 6.O0 12938 960 7 . 10 164 139 6552 6.00 13094 986 7 .28 165 141 6628 6.00 13245 1011 7.46 166 142 6702 6.00 13393 1036 7 .64 167 144 6774 6.00 13538 1062 7.83 168 145 6845 6.00 13678 1087 8.01 169 146 6913 6.00 13816 1112 8. 19 170 148 6980 6.00 13950 1137 Parsons E-6 CAPISTRANO VALLEY WWA DATE: 07-27-1988 TIME: 03:39 BOD: 250 TSS: 250 TEMP 20 BIOLOGICAL REACTOR PERFORMANCE, PAGE 1 * FLOW * MAX * MLVSS * F/M * MCRT * SVI * RAS * RAS * WAS * MGD * MLSS * * * DAYS * * MGD * MG/L *LBS/DAY* 4.73 2455 77 0.31 8.53 120 1 .97 8357 2792 4.91 2450 78 0.33 7.97 126 2.25 7804 2982 5.09 2445 78 0. 34 7.47 136 2.54 7343 3174 5.27 2440 78 0.36 7.03 144 2.85 6954 3369 5.45 2436 78 0.38 6.63 151 3.18 6621 3567 5.64 2432 78 0.39 6.26 158 3.51 6334 3767 5.82 2429 78 0. 41 5.94 164 3.87 6085 3970 6.00 2426 78 0.43 5.64 170 4.23 5867 4175 6. 18 2423 78 0.44 5.36 176 4.61 5675 4382 6.37 2420 79 0. 46 5.11 182 5.00 5504 4591 6.55 2418 79 0. 48 4.88 187 5.40 5352 4802 6.73 2415 79 0.49 4.67 192 5.61 5215 5014 6.91 2413 79 0.51 4.48 196 6.23 5092 5228 7 .10 2411 79 0.53 4.30 201 6.66 4981 5444 7.28 2409 79 0.54 4.13 205 7.10 4880 5661 7.46 2408 79 0.56 3.97 209 7.55 4787 5879 7.64 2406 79 0.58 3.83 213 8.01 4703 6099 7.83 2404 79 0.60 3.69 216 8.47 4625 6320 8.01 2403 79 0.61 3.56 220 8.95 4554 6542 8. 19 2402 79 0.63 3.44 223 9.43 4488 6766 Parsons E-7 CAPISTRANO VALLEY WWA DATE: 07-27-1986 TIME: 03:39 BOD: 250 TSS: 250 TEMP 20 BIOLOGICAL REACTOR PERFORMANCE, PAGE 2 * * * LOAD * FLOW * DET TIME * LB BOD* OUR *02 RQD.* * MGD * HRS * DAYS * /1000 * MG/L *LBS/DAX* * * * * FT3 * /HR 4.73 5.91 0.25 36.8 23.6 5499 4.91 5.69 0.24 38.7 24.5 5715 5.09 5.49 0.23 40.6 25.5 5926 5.27 5.30 0.22 42.6 26.3 6133 5.45 5. 12 0.21 44.5 27.2 6335 5.64 4.95 0.21 46.5 28.1 6533 5.82 4.80 0.20 48.5 28.9 6727 6.00 4.65 0. 19 50.4 29.7 6916 6.18 4.51 4. 19 52.4 30.5 7100 6.37 4.39 0.18 54.4 31.3 7280 6.55 4.26 0.18 56.4 32.0 7455 6.73 4. 15 0. 17 58.4 32.8 7626 6.91 4.04 0. 17 60.5 33.5 7792 7. 10 3.93 0.16 62.5 34.2 7954 7.28 3.84 0.16 64.5 34.6 8110 7.46 3.74 0.16 66.5 35.5 8262 7.64 3.65 0.15 68.6 36.1 6409 7.83 3.57 0.15 70.6 36.7 8551 8.01 3.49 0.15 72.7 37.3 8688 8.19 3.41 0.14 74.7 37.9 8819 Parsons E-8 CAPISTRANO VALLEY WWA DATE: 07-27-1988 TIME: 03:39 BOD: 250 TSS: 250 TEMP 20 FINAL CLARIFIER PERFORMANCE AND EFFLUENT CHARACTERISTICS ************************************************************************* * FLOW * DET. * DOH * EFF * EFF * EFF * EFF * EFF * MGD * TIME * FT * BOD * TSS * NH3 * NO3 * PO4-P * * * HRS. * * MG/L * MG/L * MG/L * MG/L * MG/L * 4.73 7.0 9.89 7 11 31.1 <1.0 6.2 4.91 6.8 9.61 8 12 31.0 <1.0 6.1 5.09 6.5 9.34 9 12 30.9 <1.0 6.1 5.27 6.3 9. 09 10 13 30.8 <1.0 6.1 5.45 6.1 8.85 10 14 30.7 <1.0 6.1 5.64 5.9 8.62 11 15 30.6 <1.0 6.1 5.82 5.7 8.41 12 16 30.5 <1.0 6.0 6.00 5.5 8.21 13 17 30.4 <1.0 6.0 6.18 5.4 8.02 14 18 30.3 <1.0 6.0 6.37 5.2 7.84 15 19 30.2 <1.0 6.0 6.55 5.1 7.68 16 20 30.2 <1.0 6.0 6.73 4.9 7.52 16 22 30.1 <1 .0 6.0 6.91 4.8 7.37 17 23 30.0 <1.0 5.9 7.10 4.7 7.22 18 24 29.9 <1 .0 5.9 7.28 4.6 7.09 19 25 29.9 <1.0 5.9 7.46 4.4 6.96 20 26 29.8 <1.0 5.9 7.64 4.3 6.84 21 28 29.7 <1.0 5.9 7.83 4.2 6.72 22 29 29.7 <1.0 5.9 8.01 4.1 6.61 23 30 29.6 <1.0 5.9 8.19 4.1 6.51 24 32 29.6 <1.0 5.9 Parsons E--9 CAPISTRANO VALLEY WWA DATE: 07-27-1988 TIME: 03: 39 BOD: 250 TSS: 250 TEMP 20 SECONDARY SYSTEM PERFORMANCE ****************************************************************************** * FLOW * CLARIFIER LOAD * SEC. SLUDGE PROD * TOTAL SLUDGE PROD * MGD * SFC * WEIR * LBS TSS * LBS VSS* LBS TSS * LBS VSS * % SOL * GPD * * GPSFD * GPLFD * 4.73 356 3375 2792 2161 8132 6753 3.60 27068 4.91 372 3507 2984 2315 8437 7004 3.56 28438 5.09 386 3635 3174 2467 8734 7248 3.52 29782 5.27 399 3764 3367 2621 9029 7491 3.48 31136 5.45 413 3892 3562 2778 9324 7734 3. 44 32500 5.64 427 4028 3771 2946 9635 7989 3.40 33949 5.82 441 4157 3971 3106 9929 8230 3.37 35330 6. 00 455 4285 4173 3269 10223 8471 3.34 36719 6.18 468 4414 4378 3433 10515 8711 3.31 38114 6.37 483 4550 4595 3608 10824 8964 3.28 39595 6.55 496 4678 4603 3775 11115 9203 3.25 41003 6.73 510 4807 5013 3943 11406 9442 3.22 42418 6.91 523 4935 5224 4113 11697 9680 3.20 43838 7. 10 538 5071 5449 4294 12003 9930 3.17 45342 7.28 552 5199 5663 4466 12292 10167 3.15 46771 7.46 565 5328 5879 4639 12581 10403 3.13 48206 7.64 579 5457 6096 4814 12869 10639 3. 11 49644 7.83 593 5592 6326 4999 13172 10687 3.09 51166 8.01 607 5721 6545 5175 13460 11121 3.07 52612 8. 19 620 5849 6766 5352 13746 11355 3.05 54062 Parsons -10 CAPISTRANO VALLEY WASTEWATER AUTHORITY BIOTOWER SYSTEM OPTION IDEALIZED MATHEMATICAL MODEL FOR PROCESS SCREENING AND CRITERIA EVALUATION Parsons E--11 DATE: 07-27-1888 TIME: 03:32 W A S T E W A T E R C H A R A C T E R I Z A T I O N AVERAGE DRY WEATHER FLOW MGD: 6.3 DAILY PEAK FLOW MGD: 15,75 DESIGN FLOW MGD: 6.3 INFLUENT BOD MG/L: 250 INFLUENT TSS MG/L: 250 INFLUENT VSS (%) : 86 TEMPERATURE 'O: 20 TKN MG/L: 35 ALKALINITY MG/L: 250 PH . 7.5 PQ4_P MG/L: 10 DEFAULT VALUE USED PLAN T C O N F I G U R A T I O N A N D DIMENSIONS DESIGN AVERAGE DAILY FLOW (MGT ) • -1 DESIGN PEAK WET WEATHER FLOW (MGD) : -1 1P1RIMARY CLARIFICATION - - -- ---- - - - - - - - - - - - - - - -- - NUMBS" OF RECTANGULAR CLARIFIERS: 3 DIMENs oNS EACH TOTAL Y LENGTH (FT) : 120.0 WIDTH (FT) : 20.0 DEPTH (FT) : 9.00 WEIR LTH (FT) : 210 630 SFC AREA (FT2) : 2400 7200 TOTAL WEIR LENGTH (FT) : 630 TOTAL SURFACE AREA (FT"2) : 7200 Parsons E--12 DATE: 07-27-1988 TIME: 03:32 "rR= CKL3- t?G F = LYERS - - - - - - - - - - - - - - - - - PRIMARY FILTER -------------- MEDIA TYPE: STACKED PLASTIC NUMBER OF TRICKLING FILTERS: 2 DIMENSIONS EACH --------------- ---- DIAMETER (FT) : 80.0 DEPTH (FT) : 24.00 PERCENT FLOW(%) : 25 TOTAL VOLUME OF FILTERS (FT-3) : 241274 Persons E-13 DATE: 07-27-1988 TIME: 03:32 SECONDARY CZAR I F I CATION - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF RECTANGULAR CLARIFIERS: 4 DIMENSIONS EACH TOTAL LENGTH (FT) : 140.0 WIDTH (FT) : 20.0 DEPTH (FT) : 10.00 WEIR LTH (FT) : 350 1400 SFC AREA (FT2) : 2800 11200 TOTAL WEIR LENGTH (FT) : 1400 TOTAL SURFACE AREA (FT"2) : 11200 SLL7UGE HAN17L I NG - - - - - - - - - - - - - - - TYPE OF DIGESTION: ANAEROBIC NUMBER OF PRIMARY DIGESTERS: 1 #1 VOLS' (GAL) : 750000 HEATED Y DIGL `.aY',R MIXED Y Parsons E—l4 CAPISTRANO VALLEY WWA DATE: 07-27-1988 TIME: 03:32 BOD: 250 TSS: 250 TEMP 20 PRIMARY SYaTEM r-,0AI)INc=s * FLOW * CLAR. LOADINGS * DETN * * MGD * SURFACE * WEIR * TIME * * * GPDSF * GPD/FT * HRS. * **************************************** 4.73 656 7500 2.5 4.91 682 7793 2.4 5.09 707 8079 2.3 5.27 732 8365 2.2 5.95 757 8650 2.1 5.64 783 $952 2.1 5.82 08 9238 2.0 6.00 833 9523 1 .9 6.18 858 9809 1 .9 6.37 885 10111 1 .8 6.55 910 10396 1 .8 6.73 935 10682 1 .7 6.91 960 10968 1.7 7.10 986 11269 1 .6 7.28 1011 11555 1 .6 7.46 1036 11841 1 .6 7.64 1061 12126 1.5 7.83 1088 12428 1.5 8.01 1113 12714 1.5 8. 19 1138 12999 1 .4 Patrons E--15 CAPISTRANO VALLEY WWA DATE: 07-27-1988 TIME: 03:32 BOD: 250 TSS: 250 TEMP 20 1='R 11 MARY S Y S T E M IPERF©R M A N C E FLOW % REMOVAL *P.C. EFF MG/L * PRIMARY SLUDGE PROD. MGD BOD * TSS * BOD * TSS *LBS TSS*LBS VSS* % SOL* GPD * * * * * * * * * * 4.73 42 54 145 114 5340 4592 6.20 10327 4.91 41 53 147 117 5453 4689 6.20 10545 5.09 40 52 149 119 5559 4781 6.20 10751 5.27 40 52 151 121 5662 4870 6.20 10950 5.45 39 51 152 123 5762 4955 6.20 11144 5.64 38 50 154 125 5864 5043 6.20 11341 5.82 38 49 155 127 5958 5124 6.20 11523 6.00 48 157 129 6049 5202 6.20 11699 6.18 37 48 158 131 6138 5279 6.20 11870 6.37 36 47 159 133 6229 5357 6.20 12046 6.55 38 46 161 134 6312 5426 6.20 12207 6.73 35 46 162 136 6393 5498 6.20 12364 6.91 35 45 163 138 6473 5566 6.20 12517 7. 10 34 44 164 139 6554 5636 6.20 12675 7.28 34 44 165 141 6629 5701 6.20 12820 7.46 33 43 166 142 6702 5764 6.20 12961 7.64 33 43 167 144 6773 5825 6.20 13099 7.83 33 42 168 145 6846 5886 6.20 13241 8.01 32 41 169 146 6914 5946 6.20 13372 6.19 32 41 170 148 6980 6003 6.20 13500 Parsons E-16 CAPISTRANO VALLEY WWA DATE: 07-27-1988 TIME: 03:32 BOD: 250 TSS: 250 TEMP 20 SEC0N37AiZY SYSTEM 1.,OAnXNGS * FLOW*FILTER LOADING*RECIR.*FILTER LOADING*RECIR.* CLAR. LOADINGS*CLARIFIER * HGD * * # BOD *RATIO * * # BOD *RATIO *SURFACE* WEIR *DETN. TIME* * * GPDSF*IDtOFT3* % * .GPDSF*100DFT3* x * GFDSF * G'DJFT* .HSS. 4.73 470 24 3D NA NA NA 422 3375 4.3 4.96 493 25 s0 NA NA NA 443 3542 4.1 5.14 511 27 50 NA NA NA -439 .3672 3.9 5.32 530 28 50 NA Nil NA 475 3BD2 3.0 5.51 548 29 6D NA NA NA 492 3932 3.7 5.70 567 30 so %A NA NA 509 4069 3.5 5.88 585 32 50 NA NA NA 525 4199 3.4 6.06 603 33 50 NA NA NA 541 4329 3.3 8.24 621 3.4 50 NA NA NA 557 4458 3.2 6.43 840 36 50 NA NA ISA 574 4595 3.1 6.62 658 37 50 NA HA PSA 591 4725 3.0 -6.80 676 38 50 NA NA NA 607 4855 3.0 6.98 694 39 50 NA NA NA 623 4885 2.9 7.17 713 41 50 NA KA NA fi40 5122 2.3 7.35 731 42 5D NA NA NA -657 5232 2.7 7.64 750 43 50 lqA NA KA 873 5382 2.7 7.72 768 45 5D WA STA NA 689 5512 .2.8 7.91 787 46 so NA NA NA 706 5648 2.5 8.09 805 47 30 NA NA NA 722 3779 2.5 6.27 823 49 50 NA NA NA 739 5909 .2.4 parsons CAPISTRANO VALLEY WWA DATE: 0727-1988 TIME: 03:32 BOD: 250 TSS: 250 TEMP 20 SECONDARY SYSTEM 1ti'ERF©RMANCE * FLOW * EFF CONC. MG/L * SEC. SLUDGE PROD * TOTAL SLUDGE PROD * "GD * BOD * SS * LBS TSS * LBS VSS* LBS TSS * LBS VSS * % SOL * GPD 4.73 27 24 2654 2022 7994 6615 3.65 26238 4.91 28 25 2793 2123 8245 8812 3.62 27288 5.09 29 26 2928 2221 8488 7002 3.60 28307 5.27 30 27 3065 2319 8727 7188 3.57 29323 5.45 31 27 3201 2417 8963 7373 3.54 30336 5.64 31 28 3346 2521 9210 7564 3.52 31402 3.82 32 29 3484 2619 9442 7743 3.49 32409 6.00 3? 30 3622 2718 9671 7920 3.47 33414 6.18 3 31 3761 2816 9898 8094 3.45 34416 6.37 35 32 3907 2920 10136 8276 3.43 35470 6.55 36 33 4046 3018 10358 8446 3.41 36466 6.73 37 33 4186 3116 10579 8615 3.39 37459 6_91 37 34 4325 3215 10798 8781 3.37 38449 7.10 38 35 4473 3318 11027 8954 3.35 39492 7.28 39 36 4613 3416 11242 9117 3.33 40477 7.46 40 36 4754 3514 11455 9278 3.31 41460 7_64 40 37 4894 3612 11667 9437 3.30 42439 7.83 41 38 5042 3715 11889 9603 3.28 4.3471 8.01 42 39 5183 3813 12097 9759 3.26 44445 8.19 43 39 5324 3911 12304 9914 3.25 45418 Parsons E-1.8 CAPISTRANO VALLEY WASTEWATER AUTHORITY SUBMERGED BIOLOGICAL CONTACTOR OPTION IDEALIZED MATHEMATICAL MODEL FOR PROCESS SCREENING AND CRITERIA EVALUATION Parsons E-19 DATE: 07-27-1988 TIME: 03:45 WAS 7 EW A T E R CHARACTER I Z A T I O N AVERAGE DRY WEATHER FLOW MGD: 6.3 PEAK DRY WEATHER FLOW MGD: 15.75 DESIGN FLOW MGA: 6.3 INFLUENT BOD MG/L: 235 INFLUENT TSS MG/L: 220 INFLUENT VSS (%) : 86 TEMPERATURE 'C: 20 TKN MG/L: 35 ALKALINITY MG/L: 250 PH 7.5 PO4-P MG/L: 10 DEFAULT VALUE USED PLANT C O N F I G U R A T I O N A N D DIMENSIONS DESIGN AVERAGE DAILY FLOW (MGD) -1 DESIGN PEAK WET WEATHER FLOW (MGD) : -1 Parsons E-20 DATES: 07-27-1988 TIME: 03:45 R B C MANUFACTURER : REX TYPE : MECHANICAL DRIVE NUMBER OF PROCESS TRAINS : 2 NUMBER OF STAGES PER TRAIN : 2 STAGE €s 1 SURFACE AREA (FT2) : 865500 STAGE 0 2 SURFACE AREA (FT2) : 8655€10 Parsons E-21 DATE: 07-27-1868 TIME- 03:45 SECOt4DARY CLARIFICA71ON - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF RECTANGULAR CLARIFIERS: 4 DIMENSIONS EACH TOTAL LENGTH (FT) :140.0 WIDTH (FT) : 20.0 DEPTH (FT) : 10.00 WEIR LTH (FT) : 40 160 SFC AREA (FT2) : 2800 11200 TOTAL WEIR LENGTH (FT) : 160 TOTAL SURFACE AREA (FT"2) : 11200 - - - - - - - - - - - - - - - SLU3�GE HANDL = NG TYPE OF DIGESTION: ANAEROBIC OF PRIMARY DIGESTERS. 1 #1 (GAL) : 750000 L R HEATED Y DlC- r.9R MIXED Y NUMBER OF SECONDARY DIGESTERS: 1 VOLUME OF DIGESTERS # 1 (GAL) : 200000 Parsons E--22 CAPISTRANO VALLEY WWA DATE: 07-27-1988 TIME: 03:45 DOD: 235 TSS: 220 TEMP 20 SECONIDARY SYSTEM LOADINGS * FLOW *STAGE LOADING *HYD LOAD* CLAR. LOADINGS * CLARIFIER * * MGD *#BOD/1000 FT2 * GPDSF *SURFACE* WEIR * SOLIDS * DETN. TIME * * *STAGE 1* TOTAL* * GPDSF # GPD/FT * #/SF/DAY * HRS. 4.73 4.76 2.38 1 .36 422 29531 0.74 4.3 4.91 4.95 2.47 1 .42 438 30687 0.76 4.1 5.09 5.13 2.56 1 .47 454 31812 0.79 4.0 5.27 5.31 2.66 1 .52 471 32937 0.82 3.8 5.45 5.49 2.75 1 .57 487 34062 0.85 3.7 5.64 5.:;': 7..84 1.63 504 35250 0.88 3.6 5.82 E; 93 1 .68 520 36375 0,91 3.5 6.00 6 .02 1 .73 536 37500 0.93 3.4 6. 18 6.23 3. 11 1.79 552 38625 0.96 3.3 6.37 6.42 3.21 1 .64 569 39812 0.99 3.2 6.55 6.60 3.30 1.89 585 40937 1.02 3.1 6.73 6.76 3.39 1 .94 601 42062 1*05 3.0 6.91 6.96 3.48 2.00 617 43187 1.08 2.9 7.10 7. 15 3.58 2.05 634 44375 1.11 2.8 7.26 7.34 3.67 2.10 650 45499 1.13 2.8 7.46 7.52 3.76 2. 15 668 46625 1.16 2.7 7.64 7.70 3.65 2.21 682 47750 1.19 2.6 7.83 7.89 3.94 2.26 699 48937 1.22 2.6 8.01 8.07 4.04 2.31 715 50062 1.25 2.5 8.19 8.25 4.13 2.37 731 51187 1.28 2.5 Parsons E--2 3 CAPISTRANO VALLEY WWA DATE: 07-27-1986 TIME: 03:45 BOD: 235 TSS: 220 TEMP 20 S E C O N=>A R Y S Y S T E M PERFORMANCE * FLOW * EFF CONC. MG/L * SEC. SLUDGE PROD * TOTAL SLUDGE PROD * MGD * BOD * SS * LBS TSS * LBS VSS* LBS TSS * LBS VSS * % SOL * GPD ****************************************************************************** 4.73 20 19 4.91 21 20 5.09 21 21 5.27 22 22 SLUDGE PRODUCTION QUANTITIES NOT COMPUTED 5.45 23 22 5.64 24 23 5.82 24 24 6.00 25 24 6. 18 26 25 6.37 26 26 6.55 27 26 6.73 28 27 6.91 28 28 7.10 29 29 7.28 30 29 7.46 30 30 7.64 31 31 7.83 32 31 8.01 32 32 8.19 33 33 Parsons E-24 n � n � mA t1 � li ¢ VJ ►� � 6nik 4A X z v as h � a W a A z ----F H W a W 0 aA s i m a A a ra � l � a Q � raA air aa � IL LU A t Q p ' Av v 0z D � � ► inn ria m aa � aqn As a gh � 1 r Wu H w ,� r ...a.°....-----� a V Q q II C 3 E r 4 z � it � a z z q !( A h z g x aAAn xa Z � now z a a � m A � w ,� i4h A Qw a 0 i aW w (pa AW Wq A1Aq h � atlh hzw zw Z Awh 0 � o k# Aiw ►e w6 � �i ani � a k14� as as as � � a ria Anaq � � aV >� Wa aWq ratl tr�i0 '� CSW M a l7an �+ Wfi� ii gava vasa ar� Au E-25 PROCESS FLOW SHEET BIOLOGICAL TOWER qA = c.5 NOD 1NFLOEMT Tss = a59 NI1/L DOD - asa NO/L SPLITTER NOV 2 DBR SCREENS 1309 LD/D GRITtDO-4 126a LD TILTRATE AND SUPERNAT'L PRIMARYCLARIFIERROW" = 116 PRIMARY swoaE > - --------------------- 6230 LB/b � 3 DIOTOHERS 1803D O/D Bob = 1510 N3/1. T58 = 133 NO/L � SL LD/D/18fpI CT • SECOND11Rr e CLARIFIERS 4D4 OPD/SF AVO. PRI MARY NT1[INO R q = 6.3 NOD r------- DIOESTLR NFATINO CWRYTIER SwDQE k i 3.997 LN/t, a3.4x0 OPD SECONDARY SUP TR OAS _ DIOICSTrm 60.524 CT/D CHLORINEL. 1'2 r FILIRATE OUTTRLL CONTACT PVN! O.vD = i.3 NOD QiRNB£R DELT PRESS DOD . 20 PWL TSS = 96 NO/L DRY CARE TDE TRUCK 5.996 LD/D a6 C!D PROCESS FLOW SHEET SUBMERGED BIOLOGICAL CONTACTORS ( SBC ) da = i.3 MGD TMFLIII m 183 = 25® Po6/L 14oD = Xaa MG/L _ sPLITT3:A Bax A ROTARY ECREFME 1S8m La/D CD GRIT GRIT 1299 L8/0 CRAMS" 4 �... FILTRATE AND SUPERM411 $an aOD = 238 xE8 n 22m MG/ E TRAINA N AEY STAG! = BTAGLs V 6.92 3.0 RO81111Ba TOTAL BTAGS LOADS 2.81 La I80P/ABaR or 1.8.9 GPDPSF 4 szeONaARY CLARIFISAS 4EE 6PD/EF PRIMARY AVO.0 _MIXING A= 6.3 Mab r^-..--. DIGESTLII HEATING _ _CLARIPIF.R SLUaGE i 19.137- I.Y/11_- SICCOMDARY SU Ts' GAs DIGESTIA 69.829. CF/P 4. OUTFALL CHLORINE I2 �, FILTHAT[ CONTACT PUMP ROD z 30 MG/L CHAMBER BELT PRESS TEs = am MG/L DRY CARV RXLT OR$" IWTIR 1RUCH 5.99E LB/D 28 C}'D PROCESS FLOW SHEET SEQUENTIAL BATCH REACTORS ( SBR ) INFLUENT Q z 6.3 MGO BOW = 1x190 Im/O - 880D » 3234 LB/D T2S - 19130 LR/D 2PLITTa<R BOx a ""ARV acXtEMS 1209 LB/D GRIT CHAMBER 1330 LR/D Q a 6.3 MoD sPLIFFER BOX SUPERHATAHT ptj RETURN 1 N OD MLe2 a 8100 MOJL 3 IBR UNITS V - 4.7 He 4.7 Mo SOLTBS a 129313 LB TOTAL VOLUME AIR 4 1 4 11I.61ER2 (/^''''�� 1 HOLD I NO DIt""Ir Oa - 18.890 LB/D �..C.-_'_____�____`____ TANK �LHDG / RRpp ppN HASFE�•4e60 LB/D 2272 SCTriPUMPS -A HETI.t'.Il UMI 0.908 Mct/L 64.979 SAX--v PtlLYMtR �—v---- TILTRATZ q#�}� CNLORI MB EQUAL[SA7fOM YUNP� COMtACT 200 dPM QwVA = 6.2 MOD CHAMBER BELT PRESS WOO = 20 "o-IL Tse = 20 MOIL C a BELT HASH HATER s 1" or" TRUCK 4.860 LR/"b 16 CY/D PARSONS- APPENDIX F COST ESTIMATE SUMMARIES The following cost estimate summaries were prepared on the CAPDET system {Computer Assisted Procedure for the Design and Evaluation of wastewater Treatment systems} as developed by the U.S. Army Corps of Engineers for the Environmental Protection Agency. The program has been deemed accurate to the extent that it is an acceptable method for screening candidate processes for 201 planning efforts. Parsons feels that it is a most appropriate method for this proposal, since all unit quantity costs are uniform throughout all scenarios. The cost evaluations do not include the influent pumping system or the effluent transport system to the SERRA outfall. Since these costs will be a common element for all systems, they are not required for process screening. SXD/1682 F-1 080688 CAPISTRANO VALLEY WASTEWATER AUTHORITY CAPDET ANALYSIS CONVENTIONAL ACTIVATED SLUDGE COST SUMMARY OPER MAINT TOTAL CAPITAL AMMORT LABOR LABOR POWER MATERIAL CHEMICAL 0 & M UNIT COST COST COST COST COST COST COST COST $ $/yr $/yr $/yr $/yr $/yr $/yr $/yr PRELIMIN* 352438 42752 14645 6545 3001 8810 0 33001 PRIM CLA 516485 62651 9375 4395 766 5164 0 19700 COMP MIX 1900624 231558 29801 14473 184334 41922 0 270530 A SEC CL 915722 111080 13130 6183 841 9157 0 29311 SLU PUMP 211675 26871 6193 4482 33954 1481 0 46110 CHLORINA 206378 26133 12618 2221 9597 7171 17617 49224 AIR FLOT 366041 45209 10179 2552 15723 3660 1977 34091 ANAE DIG 1164968 143681 19462 10897 12358 9268 0 51985 BELT FILA' 1460071 177112 57760 18944 19999 4000 10000 110703 POLY F/S 14239 1727 12038 0 0 284 0 12322 BLOWERS 354233 42969 0 0 0 0 0 0 SUB TOTAL 7462877 911747 185205 70697 280577 90922 29595 656977 COST ESTIMATES ARE FROM PARAMETRIC EQUATIONS DIRECT COSTS Mobilization 297474 $ Clear & grub & and site pre 417602 $ Site electrical 843435 $ Control and instrument 430803 $ Yard piping 559817 $ Effluent pumping 270361 $ Lab & maint & admin bldg 739588 $ Profit/overhead 2424830 SUB TOTAL OTHER DIRECT 5983910 $ TOTAL CONSTRUCTION COST 13446788 $ INDIRECT COSTS Misc non const costs 672339 $ Admin/legal 268935 $ 201 planning 0 $ A/E design fee 778728 $ Inspection 268935 $ Contingencies 1075743 $ Technical _costs 268935 $ SUB TOTAL (INDIRECT) 3333615 $ LAND COSTS 0 $ INTEREST DURING CONSTRUCTION 2013648 $ ADMINISTRATIVE COST 33902 $/yr LABORATORY COST 40745 $/yr TOTAL PROJECT COST 18794050 $ FINAL YEAR 0 & M 31647 $/yr INITIAL YEAR 0 & M 31647 $/yr Parsons F-2 CAPISTRANO VALLEY WASTEWATER AUTHORITY CAPDET ANALYSIS CONVENTIONAL ACTIVATED SLUDGE USER CHARGE SUMMARY EPA grant .000E+00 % State grant .000E+00 % Allowance for financing .300E+01 Z Bonds Percent Rate Life Revenue 100.00 10.00 25 General. obligation .00 .00 30 Other .00 .00 30 Number of billing units .230E+07 $/T gal. Existing sewer rate .000E+00 Persons per household .350E+01 Gallons/capita/day (water use) .100E+03 gal/cap-day Current annual 0 & M cost .000E+00 $/year Total project cost. .188E+08 $ EPA Eligible cost .188E+08 $ Local share .194E+08 $ Annual debt service .213E+07 $/year Principal and interest reserve .305E+06 $/year Contingency reserve .305E+06 $/year Total annual operating cost .347E+07 $/year Treatment cost Cost per 1000 gallons treated (new system) .151E+01 $/T gal Cost per 1000 gallons treated (total. system) ..151E+01 $/T gal. Cost per billing unit (new system) .151E+01 $/T gal Cost per billing unit (total. system) .151E+01 $/T gal Cost per household (new system) .159E+02 $/month Cost per household (total system) .159E+02 $/month Parsons F-3 CAPISTRANO VALLEY WASTEWATER AUTHORITY CAPDET ANALYSTS SEQUENTIAL BATCH REACTORS COST SUMMARY OPER MAINT TOTAL CAPITAL AMMORT LABOR LABOR POWER MATERIAL CHEMICAL 0 & M UNIT COST COST COST COST COST COST COST COST $ $/yr $/yr $/yr $/yr $/yr $/yr $/yr PRELIMIN* 352438 42752 14645 6638 3001 8810 0 33094 SBR MECH. 1250000 155604 138488 2305 99999 2000 2000 244792 EQUALIZA 133622 16939 14260 12717 9403 770 0 37150 CHLORINA 205603 26039 12551 2231 9578 7161 17443 48964 SBR BASIN 396131 50975 14260 12717 37613 2391 0 66981 SBR BASIN 396131 50975 14260 12717 37613 2391 0 66981 SBR BASIN 396131 50975 14260 12717 37613 2391 0 66981 AERO DIG 240198 29826 8225 3416 10722 1461 0 23824 BELT FIL* 1460071 177112 57760 19214 19999 4000 10000 110973 SUB TOTAL 4830328 601200 288715 84677 265547 31376 29443 699740 COST ESTIMATES ARE FROM PARAMETRIC EQUATIONS DIRECT COSTS Mobilization 297474 $ Clear & grub & and site pre 417602 $ Site electrical 843435 $ Control and instrument 430803 $ Yard piping 559817 $ Effluent pumping 270361 $ Lab & maint & admin bldg 739588 $ Profit/overhead 1845669 SUB TOTAL (OTHER DIRECT) 5404749 $ TOTAL CONSTRUCTION COST 10235077 $ INDIRECT COSTS Misc non const costs 511753 $ Admin/legal 204701 $ 201 planning 0 $ A/E design fee 603313 $ Inspection 204701 $ Contingencies 818806 $ Technical costs 204701 SUB TOTAL (INDIRECT) 2547975 $ LAND COSTS 0 $ INTEREST DURING CONSTRUCTION 1533966 $ ADMINISTRATIVE COST 33902 $/yr LABORATORY COST 40745 $/yr TOTAL PROJECT COST 14317018 $ FINAL YEAR 0 & M 774409 $/yr INITIAL YEAR 0 & M 774409 $/yr Parsons F-4 CAPISTRANO VALLEY WASTEWATER AUTHORITY CAPAET ANALYSIS SEQUENTIAL BATCH REACTORS USER CHARGE SUMMARY EPA grant .000E+00 % State grant .000E+00 % Allowance for financing .300E+01 % Bonds Percent Rate Life Revenue 100.00 10.00 25 General obligation .00 .00 30 Other .00 .00 30 Number of billing units .230E+07 $/T gal Existing sewer rate .000E+00 Persons per household .350E+01 Gallons/capita/day (water use) .100E+03 gal/cap-day Current annual 0 & M cost .000E+00 $/year Total project cost .143E+08 $ EPA Eligible cost . 143E+08 $ Local share .147E+08 $ Annual debt service .162E+07 $/year Principal and interest reserve .232E+06 $/year Contingency reserve .232E+06 $/year Total annual operating cost .286E+07 $/year Treatment cost Cost per 1000 gallons treated (new system) .125E+01 $/T gal Cost per 1000 gallons treated (total system) .125E+01 $/T gal Cost per billing unit (new system) .125E+01 $/T gal Cost per billing unit (total system) . 125E+01 $/T gal Cost per household (new system) .131E+02 $/month Cost per household (total system) .131E+02 $/month Parsons F-5 CAPISTRANO VALLEY WASTEWATER AUTHORITY CAPDET ANALYSIS BIOTOWER TREATMENT COST SUMMARY OPER MAINT TOTAL CAPITAL AMMORT LABOR LABOR POWER MATERIAL CHEMICAL 0 & M UNIT COST COST COST COST COST COST COST COST $ $/yr $/yr $/yr $/yr $/yr $/yr $/yr PRELIMIN* 352438 42752 14645 6406 3001 8810 0 32862 PRIM CLA 516485 62651 9358 4295 765 5164 0 19582 TRIC FIL 1856718 225226 4374 3158 0 11091 0 18623 T SEC CL 740308 89802 11744 5406 815 7403 0 25368 RCY PUMP 219821 27906 6120 4328 30965 1538 0 42951 CHLORINA 206145 26105 12598 2167 9592 7168 17565 49090 ANAE DIG 1044089 128838 17440 9496 10666 8504 0 46106 BELT FIL* 1460071 177112 57760 18543 19999 4000 10000 110302 SUB TOTAL 6396080 780394 134043 53803 75807 53681 27565 344884 # COST ESTIMATES ARE FROM PARAMETRIC EQUATIONS DIRECT COSTS Mobilization 297474 $ Clear & grub & and site pre 417602 $ Site electrical 843435 $ Control and instrument 430803 $ Yard piping 559817 $ Effluent pumping 270361 $ Lab & maint & admin bldg 739588 $ Profit/overhead 2190135 SUB TOTAL (OTHER DIRECT) 5749215 $ TOTAL CONSTRUCTION COST 12145295 $ INDIRECT COSTS Misc non const costs 607264 $ Admin/legal 242905 $ 201 planning 0 $ A/E design fee 707775 $ Inspection 242905 $ Contingencies 971623 $ Technical costs 242905 SUB TOTAL (INDIRECT) 3015377 $ LAND COSTS 0 $ INTEREST DURING CONSTRUCTION 1819280 $ ADMINISTRATIVE COST 33902 $/yr LABORATORY COST 40745 $/yr TOTAL PROJECT COST 16979952 $ FINAL YEAR 0 & M 419550 $/yr INITIAL YEAR 0 & M 419550 $/yr Parsons F-6 CAPISTRANO VALLEY WASTEWATER AUTHORITY CAPDET ANALYSIS BIOTOWER TREATMENT USER CHARGE SM4 ARY EPA grant .000E+00 % State grant .000E+00 % Allowance for financing .300E+01 % Bonds Percent Rate Life Revenue 100.00 10.00 25 General. obligation .00 .00 30 Other .00 .00 30 Number of billing units .230E+07 $/T gal Existing sewer rate .000E+00 Persons per household .350E+01 Gallons/capita/day (water use) .100E+03 gal/cap-day Current annual 0 & M cost .000E+00 $/year Total project cost .170E+08 $ EPA Eligible cost .170E+08 $ Local share .175E+08 $ Annual debt service .193E+07 $/year Principal and interest reserve .275E+06 $/Year Contingency reserve .275E+06 $/year Total annual operating cost .290E+07 $/year Treatment cost Cost per 1000 gallons treated (new system) .126E+01 $/T gal Cost per 1000 gallons treated (total system) .126E+01 $/T gal Cost per billing unit (new system) .126E+01 $/T gal Cost per billing unit (total system) .125E+01 $/T gal. Cost per household (new system) .132E+02 $/month Cost per household (total system) .7.32E+02 $/month Parsons F-7 GAPISTRANO VALLEY WASTEWATER AUTHORITY CAPDET ANALYSIS SUBMERGED BIOLOGICAL CONTACTORS COST SUMMARY OPER MAINT TOTAL CAPITAL AMMORT LABOR LABOR POWER MATERIAL CHEMICAL 0 & M UNIT COST COST COST COST COST COST COST COST $ $/yr $/yr $/yr $/yr $/yr $/yr $/yr PRELIMIN* 352438 42752 14645 6302 3001 8810 0 32758 RBC 2391142 342622 2635 5054 40646 34566 0 82901 R SEC CL 831222 100830 13052 5918 839 8312 0 28121 CHLORINA 205603 26039 12551 2118 9578 7161 17443 48851 ANAE DIG 978021 120799 11465 5990 6071 10815 0 34341 BELT FIL* 1460071 177112 57760 18241 19999 4000 10000 110000 SUB TOTAL 6218500 810156 112111 43625 80138 73666 27443 336972 # COST ESTIMATES ARE FROM PARAMETRIC EQUATIONS DIRECT COSTS Mobilization 297474 $ Clear & grub & and site pre 417602 $ Site electrical 843435 $ Control and instrument 430803 $ Yard piping 559817 $ Effluent pumping 270361 $ Lab & maint & admin bldg 739588 $ Profit/overhead 2151067 SUB TOTAL (OTHER DIRECT) 5710147 $ TOTAL CONSTRUCTION COST 11928647 $ INDIRECT COSTS Misc non const costs 596432 $ Admin/legal 238572 $ 201 planning 0 $ A/E design fee 695950 $ Inspection 238572 $ Contingencies 954291 $ Technical costs 238572 SUB TOTAL (INDIRECT) 2962389 $ LAND COSTS 0 $ INTEREST DURING CONSTRUCTION 1786924 $ ADMINISTRATIVE COST 33902 $/yr LABORATORY COST 40745 $/yr TOTAL PROJECT COST 16677960 $ FINAL YEAR 0 & M 411633 $/yr INITIAL YEAR 0 & M 411633 $/yr Parsons F-8 CAPISTRANO VALLEY WASTEWATER AUTHORITY CAPDET ANALYSIS SUBMERGED BIOLOGICAL CONTACTORS USER CHARGE SUMMARY EPA grant .000E+00 % State grant .00OE+00 Allowance for financing .300E+01 % Bonds Percent Rate Life Revenue 100.00 10.00 25 General obligation .00 .00 30 Other .00 .00 30 Number of billing units .230E+07 $/T gal Existing sewer rate .000E+00 Persons per household .350E+01 Gallons/capita/day (water use) .IOOE+03 gal/cap-day Current annual 0 & M cost .000E+00 $/year Total project cost .167E+08 $ EPA Eligible cost . 167E+08 $ Local share .172E+08 $ Annual debt service . 189E+07 $/year Principal and interest reserve .270E+06 $/year Contingency reserve .270E+06 $/year Total annual operating cost .284E+07 $/year Treatment cost Cost per 1000 gallons treated (new system) . 124E+01 $/T gal Cost per 1000 gallons treated (total system) . 124E+01 $/T gal Cost per billing unit (new system) . 124E+01 $/T gal. Cost per billing unit (total system) .124E+01 $/T gal Cost per household (new system) .130E+02 $/month Cost per household (total system) .130E+02 $/month Parsons F-s PARSONS- APPENDIX G LIFE CYCLE COST SUMMARIES A simple 20-year life cycle cost• analysis. was developed to further screen the candidate systems. The costs include a one-time capital expenditure for the facilities, repair and replacement costs, and routine operation and maintenance costs. All costs are in 1988 dollars with no escalation. A 6.3-mgd flow is assumed for each year over the 20-year period. The purpose of the following tables is to demonstrate that O&M costs are a significant factor. The most significant sensitivity in this analysis is power utilization. The San Diego Gas and Electric Schedule A-6 TOU was used in estimating the cost. SYD/1682 G-1 080488 CAPISTRANO VALLEY WASTEWATER AUTHORITY TWENTY YEAR LIFE CYCLE COSTS BIO TOWER _--> COST SUMMARY <__. OPER. MAINT. TOTAL TOTAL CAPITAL LABOR LABOR POWER MATERIAL CHEMICAL OPERATION 20 YEAR UNIT COST COST COST COST COST COST COST COST $ S/yr S/yr S/yr 5/yr $/yr $/Yr $/yr ----------------------.,...-----__---_-----------_-__..___-__-_________-____-_____--___-_-_-_----.. --____------------- PRELIMINARY $352,438 $14,645 56.406 $3,001 $8.810 SO $32,862 $657,240 PRIMARY CLAR. $515,485 $9,358 $4,295 $765 $5,164 $0 $19,582 $391,640 TRICKING FILTER $1,856,716 $4,374 $3,158 $0 $11,091 50 (18,623 $372,460 TOTAL SEC. CLARIFIER $740,308 $11,744 $5.406 3815 57,403 $0 $25,368 $507,360 RECYCLE PUMP S219.821 $6,120 $4,328 $30,965 $1.538 $O $42,951 $859,020 CHLORINATION $206,145 $12,598 $2,167 $9,592 $7,168 $17,565 5491090 $981,800 ANAEROBIC DIGESTER $1,044,089 $17,440 $9,496 $10,666 58,504 $0 $46,106 $922,120 BELT FILTER PRESS $1,460,071 S57,750 $18,543 $19,999 $4,000 $10,000 $110,302 $2,2U6,040 OTHER DIRECT COSTS - $5,749,21.5 SUB TOTAL $12,145,290 $134,039 $53,799 $75,803 $53,679 $27,565 $344,884 $6,897,680 TOTAL 20 YEAR COST =$19.042,970 SUBMERGED BIOLOGICAL CONTACTORS __-> COST SUMMARY < .. OPER. OPER. MfAINT. TOTAL TOTAL CAPITAL LABOR LABOR POWER RIATERIAL CHEMICAL OPERATION 20 YEAR UNIT COST COST COST COST COST COST COST COST $ 5/yr $/Yr S/yr $/yr $/yr $/yr $/yr PRELIMINARY $352,438 $14,645 $6,302 $3,001 $8,810 $0 $32,758 $655,160 RBC $2,391,142 $2,635 $5,054 $40,646 $34,566 $0 $82,901 $1,658,020 R SECONDARY CZAR. $831,222 $13,052 $5,918 $839 $8,312 $0 $28,121 $562,420 CHLORINATION 5205,603 $12,551 $2,118 $9,578 $7,161 $17,443 $48,851 $977,020 ANAEROBIC DIGESTER $978,021 $11,465 $5,990 $6,071 $10,815 $0 $34,341 $685,820 BELT FILTER PRESS $1,460,071 $57,760 $18,241 519,999 $4,000 $10,DDD $110,000 $2,200,000 OTHER DIRECT COSTS - $5,710,147 ------ SUB TOTAL $11,926,644 $112,108 $43,623 $80,134 $73,664 527,443 5336,972 $6,739,440 Parsons G-2 CAPISTRANO VALLEY WASTEWATER AUTHORITY TWENTY YEAR LIFE CYCLE COSTS ACTIVATED SLUDGE SYSTEM ...> COST SUMMARY <.... OPER. MtINT. TOTAL TOTAL CONST. LABOR LABOR POWER MATERIAL CHEMICAL OPERATION 20 YEAR UNIT COST COST COST COST COST COST COST COST $ $/yr $/yr $/yr $/yr $/yr $/yr $/yr -_---W- r--- PRELIMINARY $352,438 $14,645 $6,545 $3,001 $8,810 $0 $33,001 }F$660,020- PRIMARY CLAR. $516,485 $9,375 $4,395 $766 $5,164 $0 $19,700 $394,000 COMP MIX $1.900,624 $29,801 $14,473 $184,334 $41,922 $0 $270,530 $5,410,600 SECONDARY CLARIFIER $915,722 $13,130 56,163 $841 $9,157 $0 $29,311 M,220 SLUDGE PUMP $211,675 $6,193 $4,482 $33,954 $1,481 $0 $46,110 $922,200 CHLORINATION $206,378 $12,618 $2,221 $9,597 $7,171 $17,617 $49,224 $984,480 AIR FLOTATION 366041 10179 2552 15723 3660 1977 $34,091 $661,620 ANAEROBIC DIG€STER $1,164,968 $19,462 $10.897 $12,358 $9,266 $0 $51,985 $1,039,700 BELT FILTER PRESS $1,460,071 $57,760 $18,944 $19,999 $4,000 $10,000 $110,703 $2,214,DSO POLYMER F/S 142399 12038 0 D 294 0 $12,322 $246,440 BLOWERS 354233 O 0 0 0 0 $0 $0 OTHER DIRECT COSTS = $5,983,910 - SUB TOTAL $13,446,764 $185,201 $70,692 $280,573 $90,917 $29,594 $656,977113,139,540 TOTAL 20 YEAR COST =$26,586,324 SEQUENCING BATCH REACTOR .._> COST SUMMARY <... OPER. MAINT. TOTAL TOTAL CAPITAL LABOR LABOR POWER MATERIAL CHEMICAL OPERATION 20 YEAR UNIT COST COST COST COST COST COST COST COST 5 $/yr $/yr $/yr $/yr $/yr $/yr $/yr T- PRELIMINARY $352,438 $42,752 $6,638 $3,001 $8,810 $0 $61,201- - $1,224,020 DUMMY $1,250,000 $155,6D4 $2,305 $9919% $2,000 $2,000 $261,908 $5,238,160 EQUALIZATION $133,622 $16,939 $12,717 $9,403 $770 $0 $39,829 $796,580 CHLORINATION $205,603 $26,039 $2,231 $9,578 $7,161 $17,443 $62,452 $1,249,040 EQUALIZATION $396,131 $50,975 $12,717 $37,613 $2,391 $0 $103,696 $2,073,920 EQUALIZATION $396,131 $501975 $12,717 $37,613 $2,391 0 $103,696 $2,073,920 EQUALIZATION $396,131 $50,975 $12,717 $37,613 $2,391 $0 $103,696 $2,073,920 AEROBIC DIGESTER $240,198 $29,826 $3,416 $10,722 $1,461 $0 $45,425 $9081500 BELT FILTER PRESS $1,460,071 $177,112 $19,214 $19,999 $4,000 $10,0010 $230,325 $4,606,500 OTHER DIRECT COSTS = $5,404,749 -----------------------------------....__-- SUB TOTAL $10,235,074 $601,197 $84,672 $265,541 $31,375 $29,443 $1,012,228 $20,244,560 TOTAL 20 YEAR COST =$30,479,634 Parsons G-3 PARSONS- APPENDIX H SPECIMEN CONTRACTS Included herein are specimen contracts for engineering services and 0&M services. SYD/1682 H-1 080888 SPECIMEN MASTER AGREEMENT FOR ENGINEERING SERVICES THIS MASTER AGREEMENT is made and entered into on 19 , by and between , hereinafter referred to as "Agency", and Parsons (or Subsidiary) , hereafter' called "Engineer", as follows: RECITALS 1. Agency contemplates proceeding with a project which is titled for County, hereinafter called "PROJECT" . 2. Engineer prepared and submitted to Agency a Report titled, hereinafter called "REPORT". 3. PROJECT may be described as a management system consisting,of 4. PROTECT is located in 5. Engineer has represented to Agency that it has available adequate personnel who are well qualified by •reason of educa- tion and experience to perform the necessary engineering ser- vices required for such a project and to generally assist Agency in Project implementation. NOW, THEREFORE, IT IS MUTUALLY AGREED AND UNDERSTOOD between the parties, as follows: -I- W I T N E S S E T H SECTION I: EMPLOY*1ENT Agency hereby employs Engineer, as 'an -independent contractor, to furnish the engineering services covered by this Master Agreement upon the terms and conditions set forth below,. and Engineer hereby accepts such employment- . SECTION ploymenta. SECTION II SCOP ''OF PROJECT . The scope of the 'Project for vh cb "Engineer shall furnish and perform the services required under this Master Agreement Is :generally described as . the consisting of SECTION III: PROJECT .ASSICNMENTS It is the intent of Agency and,Engineer too. develop separate amend- naehts to this 'Master Agreement for :each specific -project assignment ...and, as :required, to alrect engineer to undertake the services set "forth In :Section: IV hereof. Such amendments shall be called Project Assignments and shall be numbered consecutively. .Such amendments, upon acceptance by..Engineer and by Agency shall becnme :.and be considered as part of this aster Agreement, and _z_U .-;wov1sionz lerein :small-apply to such ..Pro jec t Assignments. SECTION 'IV: SERVICES fiD BE =ORXED . .A. mineral In connection with the related .facilities to be ron° structed .for the scope of 'project, described in Secticm II, Engineer shall perform'-prime, professional consulting engineering services for Step.2, Design Work and Step 3, Construction Work. B. Step 2 Design Services shah. consist, .in general, of the:.:f.ol lowing: -2- 1. Preparation of preliminary engineering evaluations and designs; Z. Preparation of basis of design report(s) , including de- tailed design criteria, schematic drawings of all system components, preliminary layouts and site plans, lists of materials and equipment, and cost estimates; 3. Preparation of detailed plans, specifications and contract documents for construction of the Project; 4. Preparation of draft operation and maintenance manual(s) in conformance with the guidelines and requirements of grant funding agencies; 5. Assist Agency in obtaihing and analyzing bids for construc- tion and in awarding contracts; 6. Performance of additional design or evaluation work as directed by Agency. C. Step 3 Construction Services shall consist, in general, of the following: 1. Provide resident engineering services as required to per- form technical observation of construction of the Project; 2. Provide assistance to Agency in the administration of con- struction contracts; 3. Check detailed construction drawings and shop and erection drawing submitted by contractor(s) for compliance with plans and specifications; 4. Prepare final operation and maintenance manual(s) in con- formance with the guidelines and requirements of grant funding agencies; 5. Provide assistance to Agency in the start-up and routine operations of facilities constructed for the Project; 5. Prepare record drawings of the Project after completion of construction; and 7. Performance of additional construction services as directed by Agency. D. Specialized Services for Design and Construction shall consist, in general, of the following: 1. Furnish field and aerial surveys and photogrammetry for design and staking for construction; -3- 2. Furnish soils and geotechnical investigations for design and soil testing for construction; 3. Print plans and specifications for bidding and construction purposes; 4. Conduct archaeological field studies and mitigation Work as required to fulfill the requirements of grant funding agencies; 5. Furnish wastewater sampling and analyses as required, for design, facility startup and operations evaluations; 6. Conduct value engineering analyses in accordance with the regulations and guidelines of grant funding agencies; 7. Assist Agency in developing its revenue program and financ- ing plan; B. Assist Agency in meeting specific federal and state statu- tory requirements such as public hearings and other activi- ties related to user charge studies; 9. Provide other specialized services as required by Agency for implementation of the Project. E. Supplemental Services for Resign and Construction shall consist, in general, of the following: 1. Furnish field surveys for preparation of easement docu- ments; 2. Prepare plats -and descriptions of easements necessary for construction of the Project; 3. Assist Agency in preParing and processing documents neces- sary for securing easements, rights-of-way, permits and licenses from public and private agencies to allow for the construction, operation and maintenance of the Project; 4. Assist Agency in its annexation proceedings; 5. Assist Agency and its consultants in the -issuance, elec- tion(s) and sale(s) of bonds to finance the Project; 6. Assist Agency in the preparation of applications and sup- porting documents for federal and state grants, in connec- tion with the Project; and 7. Attendance at meetings, hearings, and/or conferences in connection with all of the above listed services . -4- SECTION V: TIME OF PER.FOPUMANCE A. General Specific completion periods shall be specified for each specific Project Assignment to this Master Agreement in accordance with the mutual concurrence of the Agency and Engineer. B. Delays Should there be delays, as cited below under Force Majeure, which result in increased costs to Engineer, the time of performance shall be extended by a reasonable amount to account for the delay and the total compensation due Engineer, as described in Project Assignments to this Master Agreement, shall be adjusted accordingly. C. Subcontracted Services For subcontracted services, Engineer shall contract for and schedule such services in a timely fashion in accordance with the re- quirements of the work. D. Extensions of Time Completion dates established for a particular Project Assignment may be extended anytime prior to completion of the work by mutual agree- ment in writing between Agency and Engineer. E. Force Majeure As herein used, the term "Force Majeure" means war, mobilization, revolution, civil commotion, riots, strikes, lockouts, floods, hurri- canes, similar storms or other actions of the elements, acts of Cod or the public enemy, restrictions or restraints imposed by law or by rule, regulation or order of governmental authorities,whether federal, state or local, and whether civil or military, acts of civil or military authorities, interruption of transportation facilities, failure of sup- pliers or subcontractors to complete work as promised, and any other cause which is beyond the reasonable control of the party affected and which, by excercise of reasonable diligence, such Party is unable to prevent. No such suspension, however, shall suspend, alter, or affect Engineer's right to receive payments of costs. -5- SECTION VI: COMPENSATION A. General. Agency and Engineer shall negotiate a fee for each specific Project Assignment. The method of payment of said fee shall be on a, lump sum basis, on a cost-plus-a-fixed-fee basis, or on a time-and-expense basis. The method of payment shall depend on funding agency requirements and on the specific conditions, the scope of work and the scope of services for each specific Project Assignment. Engineer shall. complete Form with appropriate attachments for each specific Project Assignment and said form shall be incorporated into the Project Assignment to which it pertains. B. Lump Sum Payment Method Agency may elect to pay Engineer a total lump sum fee amount to be determined for each specific Project Assignment. C. Cost-Plus-A-Fixed-Fee Payment Method Agency may elect to pay Engineer on a cast-plus-fixed-fee basis which shall be the sura of (1) Direct Salaries, (2) Overhead Cost, (3) Direct Non-Salary Expenses, and (4) a Fixed Fee. 1. Direct Salaries shall be the amount paid by Engineer to its employees for time directly chargeable to each Project Assign- ment, exclusive of costs for fringe benefits for said employees and other payroll costs not paid to the employee. 2. Overhead Cost shall be a percentage of the Direct Salaries. For the purpose of billing, Engineer's Overheed Percentage shall be the most current provisional indirect cost rate and shall be changed from, time to time to reflect any revision of said provisional indirect cost rate. A provisional indirect cost rate shall be established for each specific Project Assignment. For the purpose of final payment, Engineer's Over- head Cost will be adjusted using Engineer's final indirect cost rate, as determined by govennment audit for the period during which the work of the specific Project Assignment was con- ducted. 3. Direct Non-Salary Expenses shall be all identifiable costs directly chargeable to each Project Assignment including, but not limited to: travel and subsistence expenses; work subcon- tracted to others; reproduction of plans , specifications, re- ports and other documents; equipment rental; and, drafting and -6- stenographic supplies used in the work. Rates for automobile mileage shall be established for each Project Assignment. 4. Fixed Fee shall be a fixed amount for interest on invested capital, readiness to serve and profit. A fixed fee shall be established for each specific Project Assignment. 5. Total Estimated Cost is the sum of categories (1), (2), and (3) above. 6. Total Price Ceiling is the sum of categories (1), (2), (3) and (4) above. 7. Invoices shall include the costs incurred in categories (1), (2), and (3), plus a proportionate amount of the category (4) Fixed Fee. 8. Projected Cost Overruns. If, at any time in the performance of the work for a specific Project Assignment (under a cost-plus- fixed-fee basis) , Engineer has reason to believe that the costs which it expects to incur during any succeeding sixty (60) day period, when added to all costs previously incurred, will ex- ceed seventy-five percent (75X) of the Total Estimated Cost then allotted to said specific Project Assignment, Engineer shall notify Agency in writing to that effect. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in said specific Project Assignment to this Master Agreement. Sixty (60) days prior to the end of the period specified, Engineer will advise Agency in writing as to the estimated amount of additional funds, if any, that will be required for the timely performance of the work under the specific Project Assignment or for such further period as otherwise mutually agreed. to by Agency and Engineer. If, after such notification, additional funds are not allotted by the end of the period specified or an agreed date substituted therefor, Agency will, if required in writing by Engineer, terminate the particular Project Assign- ment to this Master Agreement pursuant to the provisions in Section VII, Termination. If Engineer, in the exercise of its reasonable judgment, estimates that the funds available will allow it to continue to discharge its obligations under said particular Project Assignment for a period extending beyond such date, it shall specify the later day in -its request, and Agency, as its discretion, may terminate said particular Project Assignment on that later date. D. Time and Expense For tasks for which the scope of work is not readily define- able, Agency may elect to pay ealTineer on a time-and--expense basis in accordance with the most current Standard Schedule of Compensation established by Engineer. Cost and profit included in the rates of the most current said schedule will be specif- ically negotiated and displayed separately in each specific -7- Project Assignment. A total price ceiling, which may not be exceeded without Agency's prior written approval, will be established for each specific Project Assignment. E. Perms of Payment. Engineer shall invoice Agency monthly for work completed during the previous month. All invoices are due and payable within 30 days of receipt by Agency. SECTION VII: TERMINATION Notwithstanding the above, Agency reserves the right to terminate any Project Assignment to this Master Agreement at any time prior to the completion of the services to be furnished by Engineer under said Project Assignment by giving written notice of termination to Engineer, in which event Agency shall pay Engineer only for work done by Engineer under said Project Assignment prior to receipt of such notice of termi- nation. If any Project Assignment to this Master Agreement is termi- nated and the work thereof is completed by others, Engineer shall be relieved of all responsibility for completion. Termination of a partic- ular Project Assignment does not affect any other operative Project Assignment. SECTION VIII: AGENCY LIABILITY Engineer understands that this Master Agreement is with the Agency alone, and that none of the members of the Agency are liable for the sums which may be payable hereunder or for any debts of Agency. ' It is understood and agreed, however, that Agency intends to pay Engineer for its services hereunder from funds to be derived from any or all of the following sources: state grant or other loan funds, federal grant or other loan funds, transfer of revenue from the , and local sources of the Agency and its members. SECTION IA: CHANGES In the event that Agency should revise, correct, or modify the scope of project, as described under Section ZZ of this Master Agreement and Project Assignment thereto, during Performance hereunder, Engineer shall comply with such revisions, corrections, or modifications. Should said changes result in an increase or decrease in costs to Engineer, -8- these costs shall be evaluated by Agency and Engineer for negotiation as to adjustment in the compensation due Engineer. SECTION X: DUTIES OF AGENCY Agency agrees to perform duties in connection with this Master Agreement and Project Assignments thereto as follows: A. To make all provisions for Engineer to enter upon the sites of the Project as required for Engineer to Perform work necessary to the development of the Project; B. To hold promptly all required hearings and meetings; to serve applications and required notices; to receive and act upon all protests; and to fulfill all legal and financial requirements necessary to the de- velopment of the Project; including securing all necessary lands, rights-of-wap, and permits; C. To assist Engineer in obtaining any available information con- cerning location and details of facilities under control of members of the Agency that may affect the design or construction of the Project, and to render reasonable assistance to Engineer; D. To advertise for bids for construction of the work without undue delay, and to administer the bidding and contract award pro- cedures; E. To examine within a reasonable time so as not to delay the ser- vice of Engineer, all studies, reports, sketches, drawings, specifica- tions, cost estimates, proposals and other documents presented by Engineer; F. To give prompt written notice to Engineer whenever Agency observes or otherwise becomes aware of any defect in the Project; and G. To furnish approvals and permits from all governmental author- ities having jurisdiction over the Project and such approvals and con- sents from others as may be necessary for completion of the Project. -9- SECTION XI: DATA FURNISHED BY AGENCY For the purpose of aiding Engineer in the performance of its obli- gations under this Master Agreement and Project Assignments thereto, Agency shall furnish Engineer all relevant data in its possession and shall direct its officers, agents, member entities and employees to render all reasonable assistance to Engineer in connection with its per- formance hereunder. Engineer shall have no liability for defects in work performed by it and attributable to Engineer's reliance upon or use of data furnished by Agency and Agency agrees to indemnify and hold Engineer harmless from any and all claims and judgments, and all losses, costs and expenses arising therefrom. Engineer shall disclose to Agency, prior to use thereof, defects or omissions in the data furnished by Agency to Engineer that Engineer may reasonably discover in its re- view and inspection thereof. SECTION XII: AMENDMENTS Agency hereby reserves the right to amend the provisions of this Master Agreement from time to time as may be in the best interest of Agency and as may be required by grant funding agencies. Such amend- ments, upon acceptance by Engineer and by Agency shall become and be considered as part of this Master Agreement, and all provisions herein shall apply to such amendments. SECTION XIII: SUBCONTRACT The Agency has entered into this Master Agreement in order to re- ceive the professional services of Engineer. Engineer will therefore not make an assignment to a third party of all or any portion of the services required of Engineer under this Master Agreement and Project Assignments thereto without first obtaining the written consent of Agency, except Engineer may make use of the part-time assistance of other experts possessing unique skills, the utiliza-tion of which will in the opinion of Engineer enhance the quality of its service to Agency under this Master Agreement and Project Assignments thereto, provided, however, that any such additional assistants, part-time or otherwise, -10- shall be considered employees of Engineer and the responsibility for same shall rest with Engineer. SECTION XIV: INDEPENDENT CONTRACTOR Engineer shall perform the services hereunder as an independent contractor, and nothing herein contained shall be construed to be incon- sistent with this relationship or status. The employees of Engineer shall not be deemed to be the employees of Agency and Agency shall have no right to control the physical conduct of Engineer's employees. SECTION XV: REUSE OF DOCUMENTS All documents including drawings and specifications furnished by Engineer pursuant to this Master Agreement and Project Assignments thereto are instruments of its service in respect of the Project. They are not intended or represented to be suitable for reuse by Agency or others on extensions of the Project or on any other project. Any reuse without specific written verification or adaptation by Engineer will be at Agency's sole risk and without liability or legal exposure to Engi- neer, and Agency shall indemnify and hold harmless Engineer from all claims, damages, losses and expenses including attorneys fees arising out of or resulting therefrom. Any such verification or adaptation will entitle Engineer to further compensation at rates to be mutually agreed upon by Agency and Engineer. SECTION XVI: ESTIMATES OF COST Since Engineer has no control over costs of labor, materials or equipment, or over contractor(s)' methods of determining prices, or over competitive bidding or market conditions, Engineer's opinions of probable Project Cost or Construction Cost provided for herein are to be made on the basis of Engineer's experience and qualifications and repre- sent Engineer's best judgment as design professionals familiar with the construction industry, but Engineer cannot and does not guarantee that proposals, bids, or construction costs will not vary from opinions of probable cost prepared by Engineer. _11- SECTION XVII: ENGINEER'S RESPONSIBILITY RELATING TO CONSTRUCTION Engineer shall use reasonable care in its endeavor to provide pro- tection for Agency against detects and deficiencies in work done by con- tractor(s) , but Engineer has no responsibility for construction means, methods, techniques, sequences or procedures or for safety precautions or programs, or for contractor(s)' failure to perform construction work in accordance with contract documents. If, in performance of its duties hereunder, Engineer observes that contractor(s) are not performing work in accordance with contract documents, Engineer will promptly and fully report the matter to Agency. Engineer shall use reasonable care in its examination of requests for payments of contractor(s) under its (their) contract(s) with Agency, in accordance with prevailing custom, to ascertain whether work has been done in the manner required and whether payments are due under such con- tract(s) . SECTION XVIII: FEDERAL PROVISIONS Required Provisions Consulting Engineering Agreements, 40 CFR Part 35, Sub Part E, as published in the Federal Register on is incorporated by this reference in this Master Agreement and Project Assignments hereto. SECTION XIX: SCOPE OF AGREEMENT This Diaster Agreement and incorporated attachments constitutes the entire agreement between the parties relative to the subject matters hereof, and no modification thereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Master Agreement. There are no understandings, agreements, condi- tions, representations, warranties, or Promises with respect to the sub- ject matter of this contract, except those expressly contained in this writing. - -12- SECTION XX: SUCCESSORS AN➢ ASSIGN This Master Agreement and Project Assignments thereto shall be binding upon and inure to the benefit of any successors and assigns of the respective parties hereto. SECTION XXI: ATTORNEY'S FEES If any legal action is necessary to enforce or interpret the terms or provisions of this Master Agreement and Project Assignments thereto, and the respective rights and duties of the parties hereunder, the pre- vailing party shall be entitled to reasonable attorney's fees in addi- tion to any other relief to which he may be entitled. IN WITNESS WEEREOF the parties hereto have executed this Master Agreement as of the date hereinabove written. By (CLIENT) By -13- SPECIMEN OPERATIONS AND MAINTENANCE CONTRACT Between PARSONS MUNICIPAL SERVICES, INC. and PARSONS ENVIRONMENTAL SERVICES, INC. for AGENCY THIS AGREEMENT, dated as of , 1987 between Parsons municipal Services, Inc. , (the "Service Provider") an Corporation and Parsons Environmental Services, Inc. , (the "Contractor") a California Corporation qualified to do business in WITNESSETH: WHEREAS, the Service Provider possesses the wastewater facility which is located at the place or places and consists of the facilities described in Exhibit "A" (the "Facility"); WHEREAS, the Contractor has the experience, qualifications and personnel to operate the Facility; and WHEREAS, the Service Provider has entered into a Wastewater Service Contract (the "Service Agreement") with (the "Service Recipient") under the terms of which the Service Provider agreed to design, construct, possess, operate and maintain the Facility in accordance with the specific terms of the Service Agreement, including the specific terms as to the quality and quantities of effluent discharged from the Facility and the uses to which such effluent would be put set forth herein. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: SECTION 1. EMPLOYMENT OF CONTRACTOR 1.01 . Employment of Contractor. The Service Provider hereby employs the Contractor to furnish the services hereinafter described, at and for the compensation herein stated, and the Contractor hereby agrees diligently to perform all such services in accordance with the terms of this Agreement and for the compensation provided herein. Wherein this Agreement it expressly states obligations of the Service Recipient to the Contractor, it is understood and agreed that the Service Provider shall be responsible to cause the Service Recipient to comply. Where the Service Agreement expressly states obligations of the Contractor to the Service Recipient, it is understood and agreed that such obligations are to be complied with on behalf of Service Provider. SECTION 2. TERM 2.01. Term. The term of this Agreement shall be for an Initial Term of approximately months, beginning on , and ending qn , and for successive renewal terms (each a "Renewal Term") of years each, beginning on the day following the Initial Term or the last Renewal Term, as the case may be, and ending the specified number of years later, each Renewal Term to be elected by the Service Recipient in the manner set forth at section 2.02 hereof. LGL/BHC -1- 012288 Agmt 2.02. Automatic Renewal. The Service Recipient shall be deemed to have elected a Renewal Term unless the Service Recipient delivers, at least 90 days prior to the last day of the preceding Renewal Term, or 30 days prior to the last day of the Initial Term, as the case may be, a notice that it elects not to renew this Agreement. SECTION 3. SCOPE OF SERVICES 3.01. o e ration. (a) The Contractor shall provide all the labor and services needed to operate and to maintain, and shall operate and maintain, the Facility during the Initial Term and each Renewal Term -so that effluent discharged from the Facility meets the effluent requirements set forth in Appendix 1, provided that the quality of influent delivered to the Facility meets the influent requirements specified in Appendix 1 . The Contractor shall redeliver to the Service Recipient at its designated transmission line, treated effluent in such quantities as are commensurate with the quantities of wastewater received by the Facility. The Contractor shall conduct a sampling program adequate for process control and which will meet all applicable regulatory requirements and shall convey the treated effluent from the Facility to the Service Recipient's disposal site or distribution point, provided Service Recipient (i) provides a transmission line or lines capable of making such delivery connected to the Facility (or separately contracts with Contractor with regard to the construction and installation thereof) and (ii) has received a license to discharge treated effluent on such site from all appropriate regulatory agencies. The Contractor shall comply in all respects with the Operations and Maintenance Manual (the "O&M Manual") pertaining to the Facility, except to the extent the O&M Manual is contrary to any then applicable federal, state or local law or regulation, in which case the Contractor shall comply with such law or regulation, to the extent the design capability of the Facility permits. 3.02. Staffing. (a) In connection with its operation of the Facility as described at section 3.01(a) above, the Contractor shall staff the Facility hours per day, days per week throughout the Initial Term. (b) The Contractor may provide other staffing with respect to line maintenance and routine services as is shown on the initial Budget if requested by the Service Party. The Contractor shall provide, upon the written request of the Service Recipient, additional staffing on a regular basis in accordance with the Service Recipient written request, subject, however, to appropriate revision in the Target Fee to reflect such additional Services. (c) The Contractor shall provide such additional staffing as may be necessary to complete the services described at section 3.01(a) and (b) hereof in a workmanlike and professional basis and to maintain the discharge standards set forth herein. LGL/BHC _2_ 012288 Agmt 3.03. Grounds. `The Contractor shall at all times maintain the grounds of the Facility, including ,the .landscaping, in an aesthetically appropriate ... and tidy condition. 3.04. Relief of Obligations. The Contractor shall be relieved of its obligation to process and .discharge effluent to meet the standards specified in Appendix 1 In the event the Facility (1) suffers a ..Shutdown (as defined at section 3.05 below) or (ii) receives Influent -whish :fails to meet .the .standards -specified -in Appendix 1 in a manner which interferes materially with the Facility's ability to meet the effluent standards specified in Appendix 1. Nothing herein shall relieve the Contractor of its duty to wept influent at the Facility and to operate the facility to process such :influent .to the ;best of ..its ability to ,do so. 3:05. Shutdown. "Shutdown" is the cessation of operations . at the Facility due to.. a , failure of operating Equipment or interruption of the processes of the Facility 'for 'reasons other than the negligence or t Dittonduct .of the Contractor or its employees, agents or subcontractors. The status of ...:Shutdown shall terminate (i) upon correction of the cause .thereof., so long as the Contractor pursues such correction in goad faith as rapidly as possible .under the -circumstances consistent .with good operating practices, or (ii). upon the failure of the Contractor so to pursue such a correction. Upon termination of Shutdown status, the Contractor no longer shall be relieved under section 3.04 of its obligations 'to process 'and idischarge 'effluent .tD _Meet the effluent standards specified in Appendix 1. Correcting the zause mf a shutdown which includes .a destruction of a ;.substantial ,portion of.;any ,:living organisms used in the wastewater treatment process shall include a reasonable time within which to reestablish the organisms at a level sufficient to -treat . .influent in,.the quantities generated by the Service fez.ipient'.s_coos tomers. SECTION 4. STANDARD AND WARRANTY Standard of'Ferformance. The Contractor shall perform all services under this Agreement: in accordance with generally accepted practices, and procedures for the proper operation ,and maintenance of wastewater treatment facilities such As the. Facility and shall comply :with .all :applicable federal, state and local lags, regulations and standards. 4.02. Warranty. The Contractor warrants that during the Initial Term and ,.:each Renewal Term hereof the effluent discharged from the Facility shall meet the.. effluent discharge. requirements specified in Appendix 1 .provided that the ..LGL/BHC _ O1:2288 .fit influent delivered to the Facility meets the requirements specified in Appendix 1 for influents, as determined by the SECTION 5. PERMITS 5.01. Contractor to Obtain Permits. The Contractor shall obtain or maintain all permits or licenses which are required, customary or appropriate in connection with the performance of its services under this Agreement. The Service Provider and Service Recipient shall cooperate and assist the Contractor as reasonably .:....required to submit applications for such permits and licenses or shall obtain them in the Service Provider's name (or the name of the Service Recipient) and provide Contractor with evidence reasonably satisfactory to Contractor that (i) such permits or licenses have been issued and (ii) cover operation of the Facility by Contractor. 5.02. Service P'rovider's Assignment. The Service Provider shall and hereby does assign to "Contractor all manufacturers' and vendors' warranties on the material and equipment installed in the Facility. If assignment of any warranty would breach the terms thereof, then the Service Provider hereby appoints the Contractor as its agent to make claim on and under each such warranty. The Contractor shall take all reasonable steps to enforce such warranties as remain in force. SECTION 6. PERSONNEL 6.01. Personnel. The Contractor shall provide competent, experienced and qualified personnel to perform services in connection with this Agreement. The personnel to be provided by the Contractor are identified by job descriptions in Appendix 2. -SECTION 7. INSPECTIONS, REPORTS AND REVIEW OF BOOKS AND RECORDS 7.01. Access to Facility. The Service Recipient and Service Provider shall have full and unrestricted access to all parts of the Facility and the System at all reasonable times to review the performance of the Contractor and to inspect the condition of the Facility. Except in the event of emergencies, . .the Service Recipient shall exercise its right of access either (i} during the hours referred to at section 3.02(x) hereof or (ii) with reasonable notice to Contractor to permit it to provide access and staff during such inspection. 7.02. Performance Reports. The Contractor shall provide to Service Recipient each month a report describing the Facility's performance for the preceding month, i.GLIBHC -4- 012288 Agmt including without limitation, the average influent and effluent quality and quantity measurements, a description of all repairs made and of all items replaced during the period covered by the report. 7.43. Books and Records Reviews. The Contractor shall make its books and records pertaining to it performance under this Agreement available for inspection and copying by the Service Recipient upon reasonable notice during normal business hours. SECTION 8. REPAIR AND REPLACEMENT 8.01 . Repairs and Replacement. The Contractor shall maintain the Facility in good operating condition and repair throughout the term of this Contract. If at any time or from time to time it becomes necessary to incur repair or replacement expense (including labor costs) with respect to any single item or function in an amount greater than $500, and if such repair or replacement expense was not included in the Target Fee for such fiscal year, the cost of such item shall be reimbursed to the Contractor. 8.02. Notice to Service Recipient. The Contractor, before repairing or replacing or agreeing to repair or replace any materials, parts or equipment which is any part of the Facility and which would be paid for in accordance with section 8.01 hereof, shall notify the Service Recipient of its intent to repair or replace equipment, the circumstances thereof and its estimate of the costs to be incurred. Except in the case of emergencies threatening the immediate shutdown or substantial reduction in productive capacity of the Facility (solely for the purposes of this section 8, an "Emergency"), such notice shall be given at least 30 days in advance of the date the Contractor intends so to repair or replace materials, parts or equipment. Unless the Service Recipient disputes the need for such repair or replacement, the Contractor shall be paid the amount of its estimate or, pursuant to section 8.01, the Contractor's actual costs. If the Service Recipient, within the 30 day period following the giving of such notice, shall notify the Contractor that it disputes the need to replace the materials, parts or equipment, the Contractor shall refrain from repairing, replacing or agreeing to repair or replace the materials, parts or equipment pending the resolution of the dispute in accordance with this Agreement, unless, during the pendency of the dispute, further delay in repair or replacement creates an Emergency. If the Contractor in good faith determines an Emergency to exist, the Contractor shall be reimbursed for the cost of repair or replacement of the materials, parts or equipment as set forth at section 8.01 above pending resolution of the dispute. The Contractor shall reimburse the Service Recipient for the cost of unnecessary replacements in the manner and at the times and amounts determined in accordance with applicable law and shall refund any unused portion of an estimated payment upon completion of the worts. LGL/BHC -5- 012288 Agmt 8.03. Relief of Contractor's Obligations. If the Contractor is unable to make needed repair or replacement as a result of the Service Recipient's failure to pay therefor, it shall be relieved of its responsibilities under sections 3:01, 4.01 and 4.02 hereof to the extent any departure from the standards set forth therein is caused by such failure to repair or replace. SECTION 9. OPERATING FEE 9.01 . Target Fee With respect to the Initial Term and each Renewal Term the Service Recipient, Service Provider and Contractor shall agree on a Target Fee which shall be based on (i) the projected operations and maintenance costs and (ii) Contractor's Service Charge for overhead and profit. 9.02. Payments to Contractor. The Contractor's monthly payments shall be the sum of the following: (a) Monthly Target Fee Payment - During the Initial Term, the Service Provider shall pay the Contractor in monthly installments of # (including as a month any portion of a month in such Initial Term) . During each Renewal Term, the Service Provider shall pay the Contractor an amount equal to the Target Fee for such Renewal Term divided by twelve. (b) Repair and Replacement Costs incurred pursuant to section 8.01 , Repair and Replacement. 9.03. Additional Fees. (a) The Service Provider shall pay to the Contractor all amounts recovered from any customer as damages for improper discharges of Wastewater to the extent needed to compensate the Contractor with an additional service charge in view of the additional services required as a result of such improper discharges. (b) The Service Provider shall pay the Contractor the additional fees for any additional services requested by the Service Recipient. 9.04. Projected Cost Report. No later than March 1st of each year, the Contractor, 4fter review with Service Provider, shall provide the Service Recipient with a Project Cost Report setting forth the proposed target fee for the following Renewal Term based on the Contractor's estimate of operations and maintenance costs and the Contractor's proposed Service Charge for the Renewal Term. In LGL/BHC -b- 012288 Agmt addition to addressing the proposed Target Fee, the Report shall also address the Contractor's estimate of Repair and Replacement Costs which the Contractor anticipates will be incurred during the following Renewal Term. 9.05. Final Accounting. On or before October 1 of each year, the Contractor shall submit a final accounting to the Service Provider (the "Final Costs") for the operations and maintenance costs on which the Target Fee for the preceding Term was based. The Service Charge shown on such accounting shall be the same as the Service Charge shown on the Projected Cost Report for such fiscal year. The amount, if any, by which the Final Costs exceeded the Target Fee shall be remitted by Service Provider to the Contractor within 15 days following the delivery of such final accounting. The amount, if any, by which the Target Pee exceeded the Final Costs shall be remitted by the Contractor to the Service Provider with such final accounting. SECTION 10. INVOICES The Contractor shall invoice the Service Provider monthly and the Service Provider, after receipt of funds from Service Recipient, shall make payment to the Contractor. All costs pertaining to 9.02(b) and 9.03(x) and (b) shall be fully substantiated. SECTION 11. CONSEQUENTIAL DAMAGES In no event shall either party or its subcontractors or vendors of any tier be liable to the other in contract, tort, strict liability, warranty or otherwise for any consequential or indirect damages, including without limitation any loss of revenues, loss of use of equipment or systems, non-operation or increased cost of operation of other equipment or systems or cost of capital. SECTION 12. INSURANCE 12.01. Service Provider to Obtain. The Service Provider shall place and maintain with responsible insurance carriers qualified to do business in the insurance required by the Service Recipient as additional insured. The insurance certificate shall state that thirty (30) days written notice shall be given to the Service Recipient in the event of cancellation. The Contractor shall forward the insurance certificate to the Service Recipient. 12.02. Contractor's Res onsibiiit . Notwithstanding the fact that the Service Provider is providing the required insurance for the Contractor, it shall be the Contractor's responsibility to provide the Service Provider all necessary documentation that may be required to underwrite such policies. In addition, the Contractor shall be responsible for interfacing with the Service Recipient LGL/BHC -7- 012288 Agmt on all insurance matters pertaining to this Contract and shall advise the Service Provider immediately of any required changes or addition to the limits or the coverages. SECTION 13. CONTRACTOR DEFAULTS AND SERVICE PROVIDER REMEDIES 13.01, Default. A "Default" shall take place upon the occurrence of an "Event of Default," as defined in section 13.02 of this Agreement. If a Default shall occur and if the Default is not cured in accordance with section 13.03 of this Agreement, the Service Provider shall, to the extent permitted by applicable law, have the right to enforce any of the remedies described in section 13.04 of this Agreement. A condition of "uncured default" shall occur only after the lapse of the appropriate period under section 13.03 hereof without reasonable action having been taken to cure the default. 13.02. Event of Default. The occurrence of any of the following shall constitute an "Event of Default" for purposes of this Agreement: (a) The institution by or against the Contractor of bankruptcy, insolvency, reorganization, arrangement, debt adjustment, liquidation or receivership proceedings in which it is alleged that the Contractor is insolvent or unable to meet its debts as they mature if the such proceedings are consented to or have not been dismissed within four months following the commencement of them; (b) The failure of the Contractor to meet its obligations under Sections 3 or 4 of this Agreement; (c) The failure of the Contractor (i) to pay with commercial promptness the charges, fees and expenses of its subcontractors and vendors providing services or goods to its in connection with its services under this Agreement, or (ii) to discharge or otherwise remove any and all mechanics' , materialmen's or other liens placed on the facility or any part thereof by any of its subcontractors or vendors or their subcontractors or vendors of any tier; and (d) The Contractor's breach of any other material obligation of this Agreement. 13.03. Notice and Cure. (a) The Service Provider shall give Notice to the Contractor of any Default within the meaning of subdivisions (a), (c) and (d) of. section 13.02. With respect to Defaults a Notice of which is required by the foregoing sentence, the Contractor shall have 9 days from the giving of such Notice to take all actions reasonably possible to cure such default. If the Contractor fails within the 9-day period to take all actions reasonably possible to cure the default, the Service Provider may exercise any of the remedies set forth in section 13.04 of this Agreement. LGL/BHC -8- 012288 Agmt (b) In the case of the occurrence of an Event of Default described at subdivision (b) of section 13.02, the Contractor shall take all actions reasonably possible for it to take immediately to cure such Default upon Notice or discovery, whichever occurs first. If, in the Service Provider's sole judgment, the Contractor proceeds in such fashion as is reasonable in the circumstance and continues to pursue such cure with all reasonable diligence under the circumstances, the Contractor shall not be deemed to be in uncured Default within the meaning of this Section 13. 13.04. Remedies. The Service Provider shall have the fallowing remedies against the Contractor in the event it does not cure its Defaults as set forth in section 13.03: (a) The Service Provider may withhold payment of the Contractor's compensation under this Agreement without it constituting an Event of Default, until such time as the Default is cured or may pay any portion of such compensation due under subdivision (c) of section 13.02 above directly to the entity to whom such payment is due and shall thereafter be relieved of further liability to the Contractor for that portion of the Contractor's compensation pertaining to such payment; (b) The Service Provider may contract with a third party for provision of the services to be rendered by the Contractor under this Agreement; for cause; and (c) The Service Provider may terminate this Agreement (d) The Service Provider may demand that the Contractor, and the Contractor shall, reimburse the Service Provider for all the expenses incurred by the Service Provider as a result of the Default, including damages and expenses incurred before expiration of the period of curing the Default set forth in Section 13.03 above. The foregoing remedies shall be in addition to, and not in limitation of, all remedies available at law or in equity to the Service Provider. SECTION 14. SERVICE RECIPIENT DEFAULTS AND CONTRACTOR REMEDIES 14.01. Events of Default. A Default by the Service Recipient shall occur if (i) the Service Recipient fails to pay any amount which has become due hereunder (ii) the Service Recipient fails to take the corrective measures required by section 15.02 hereof when it is discovered that Service Recipient's customers are discharging effluents which fail to meet the influent standards specified on Appendix 1 or (iii) the Service Recipient fails to assist or cooperate in securing required permits as contemplated by section 5.01 . LGL/BHC -g- 012288 Agmt 14.02. Contractor's Remedies. The Contractor may, upon the occurrence of a Default by the Service Recipient (i) terminate this Agreement, (ii) refuse to accept influent for treatment or (iii) bring a civil action for damages or equitable relief, or both. The foregoing remedies shall be cumulative, and the pursuit of any one of them shall not be deemed an election by the Contractor depriving it of Whatever right it may have to pursue another remedy in conjunction therewith or at a later date. SECTION 15. SEWERAGE CUSTOMER COMPLIANCE 15.01. Service Recipient's Duties. The Service Recipient has agreed with the Service Provider under the terms of the Service Agreement that the Service Recipient shall establish and enforce standards of effluent discharge as a condition of original connection and continued connection, which shall conform in all material respects with Appendix 1 and the Service Recipient shall diligently police compliance with such standards. 15.02. Corrective Action. If at any time the Service Recipient is notified of or otherwise discovers that one or more of its customers are discharging effluent in violation of the standards established by the Service Recipient, or which otherwise fails to meet the influent standards of Appendix 1 or which nevertheless are having the effect either of destroying or harming any component of the Facility or of otherwise making it impossible or unreasonably difficult for the Contractor to meet the discharge standards of Appendix 1 , then the Service Recipient immediately shall take each and every action which it is entitled or permitted lawfully to take to require the stoppage and cessation of such discharges. Such corrective action shall include, but not be limited to, (i) disconnection (or authorizing the Contractor to disconnect) such customer from the Facility or otherwise blocking the intrusion of its wastewater discharges into the Facility, (ii) the commencement of civil proceedings to obtain an injunction against and damages in respect of such improper discharges; (iii) voluntary cessation by such customer and (iv) any other activity reasonably likely to accomplish such result. 15.03. Cooperation. The Service Recipient shall cooperate with the Contractor to develop pre-treatment standards for any customer who desires to connect to the Facility whose discharges will not meet the influent standards of Appendix 1 and Service Recipient's standards. LGL/BHC -10- 012288 Agmt SECTION 16. REPRESENTATIONS AND WARRANTIES 16.01 . Service Provider's Representations and Warranties. The Service Provider represents and warrants as follows: (a) The Service Provider is a corporation duly organized, validly existing and in good standing under the laws of the State of and has the corporate power to own its property and to carry on its business as now being conducted. The Service Provider has the corporate power to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by the Board of Directors of the Service Provider and all other corporate action of the Service Provider necessary to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, also have been taken. No consent of any lender, trustee, security holder or any other person or entity is required to be obtained by Service Provider in connection with the execution, delivery and performance of this Agreement by the Service Provider and the consummation of the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of the Service Provider enforceable in accordance with its terms. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (a) do not violate or constitute a breach of default under any contract, agreement or commitment to which the Service Provider is a party, under which it is obligated or to which either the Facility of the System is subject, (b) do not violate (i) any ,judgment, order, statute, rule or regulation to which the Service Provider, the Facility or the System is subject to (ii) the articles of incorporation or by-laws of the Service Provider and (c) will not result in the creation of any lien, charge or encumbrance on either the Facility or the System. (c) The Service Provider and the Service Recipient have received all governmental approvals needed to permit it to own and to operate the System and the Facility, and to discharge treated wastewater which meets the effluent standards described in Appendix 1 at the discharge site or sites described in Appendix 3. (d) No approval of any government body is necessary to permit or authorize the Service Provider to execute and deliver this Agreement or to permit the Contractor to operate and maintain the Facility and the System under the terms hereof. 16.02. Contractor's Representations and Warranties. The Contractor represents and warrants as follows: (a) The Contractor is a corporation duly organized, validly existing and in good standing under the laws of the State of California, is licensed to do business in Arizona and has the corporate power to own its property and to carry on is business as now being conducted. The LGL/BHC -11- 012288 Agmt Contractor has the corporate power to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by the Board of Directors of the Contractor and all other corporate action of the Contractor necessary to authorize the execution and delivery of this, Agreement and the transactions contemplated hereby, also have been taken. No consent of any lender, trustee, security holder or any other person or entity is required to be obtained by Contractor in connection with the execution, delivery and performance of this Agreement by the Contractor and the consummation of the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of Contractor enforceable in accordance with its terms. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (i) do not violate or constitute a breach of or default under any contract, agreement or commitment to which Contractor is a party or under which it is obligated and (ii) do not violate any ,judgment, order, statute, rule or regulation to which Contractor is subject or the articles of incorporation or by-laws of the Contractor. (c) The Contractor is a qualified operator of wastewater treatment facilities and systems and employs persons with the knowledge, skills and experience needed to operate and maintain the Facility under the terms of this Agreement. SECTION 17. MISCELLANEOUS PROVISIONS 17.01. Entire Agreement; Amendment; Modification. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements and conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by all of the parties hereto. 17.02. Indulgences. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrences be construed as a waiver of such right, remedy, power or privilege 4with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Service Provider asserted to have granted such waiver. LGL/BHC -12- 012288 Agmt 17.03. Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of , notwithstanding any or other conflict-of-law provision of the contrary. 17.04. Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered against receipt or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested, thereof addressed as set forth below: If to the Service Provider: If to the Contractor: Any party may change the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this section for the giving of notice. 17.05. Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto. 17.06. Exhibits and Appendices. All Exhibits and Appendices attached hereto and referred to herein are hereby incorporated by reference into, and made part of, this Agreement at each place where such reference is made. 17.07. Nature of Relationship. The relationship which the parties intend to create gilder this Agreement is that of principal and independent Contractor and nothing herein is intended or shall be construed so as to create a relationship of partnership, coventurers or employment between the Service Provider and the Contractor. The Service Provider shall not have the right to direct or control the activities or practices of the Contractor, except as expressly provided in this Agreement. LGL/BHC -13- 012288 Agmt 17.08. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. 17.09. Provisions Severable. The provision of this Agreement and each section or other subdivision hereof are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 17.10. Section and Paragraph Headings. The section and paragraph headings in this Agreement are for convenience of reference only; they form no part of this agreement and shall not affect its interpretation. 17.11. Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, which the context requires. 17. 12. Sections. This Agreement is divided into sections, numbered in whole arabic numbers, each of which is subdivided into subdivisions numbered with the whole arabic designation of the section in which it is located, followed by a decimal point and an arabic numeral designating the subdivision. Both the sections and the subdivisions are referred to as "Section." In construing this Agreement, the word Section should be given the meaning which its context suggests and doubts should be resolved in favor of the broader designation. 17. 13. Number of Days. Except as expressly stated to the contrary elsewhere herein, in computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays, and legal holidays in ; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or such a holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or legal holiday in LGL/BHC -14- 012288 Agmt 17.14. The Facility. References herein to the Facility shall be deemed to include expansions thereof occurring during the Initial Term or any Renewal Term, provided that appropriate amendments are made in the manner of calculating the Contractor's fee and the service charge element thereof. 17.15. Recitals. The parties agree that the Recitals are a part of this Agreement and the provisions thereof binding among the parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. PARSONS MUNICIPAL SERVICE, INC. By: i PARSONS ENVIRONMENTAL SERVICES, INC. By: LGL/BHC -15- 012288 Agmt APPENDICES 1. Wastewater Influent Standards and Wastewater Effluent Standards 2. Personnel Job Descriptions 3. Description of Discharge Site(s) LGL/BHC -15a 01226$ Agmt 1 i i i i ■ARSONS 1 PARSONS MUNICIPAL SERVICES, INC. 100 WEST WALNUT STREET PASADENA,CALIFORWA 91123 (818)440-20W October 11 , 1988 Telex WH:675.336 Mr. Bennis A. Erdman General Manager Capistrano Valley Wastewater Authority 25752 Victoria Blvd . P. ©. Box 2008 Capistrano Beach, CA 92624 Subject: Addendum to Parsons' Proposal for the Maintenance of a New 6.3 Mrd] Wastewater Treatment Facility for the Capistrano Valley Wastewater Authority, dated August 9, 1968 Bear Mr. Erdman : Pursuant to our agreement to incorporate the subject proposal into the Master Agreement by reference, the following shall apply, which shall constitute an addendum to our proposal : 1 . The schedules set forth in Parsons' proposal are subject to mutually agreed changes based upon the actual date of Notice to Proceed , final design constraints, permitting status , site and soil considerations and other circumstances being within Parsons' reasonable control . 2. All references to estimated capital and operating costs for alternative treatment processes included within Parsons ' proposal are order of magnitude estimates for planning purposes only and are therefore not binding upon Parsons. 4. The computer models and mass balance diagrams contained within Appendix E are based upon information supplied by the Authority, which information was not verified by Parsons. Such models and diagrams are therefore not guaranteed . Very truly yours, PARSONS MUNICIPAL SERVICES, INC. Q Kline P. Barney, Jr. President KPB/BLB: tc A SUBSIDIARY OF THE PARSONS CORPORATION a Eric Bauman g y To: Amy Amirani Cc: Vicki McCormick; Dawn Schanderi; Bill Huber Subject: R : Agreement Amendment No. 2 Amy: Yes we have the original of the PC2 Agreement in 80.007-AGMT. I Will have a copy forwarded to Dawn, & Bill. Eric. Vicky: Please copy the attached agreement and forward to Bill Huber, and Dawn Schranderl. Eric. -----Original Message----- From: Amy Amirani Sent: Wednesday, January 03, 2001 8:15 AM To: Eric Bauman Subject: FW: Agreement Amendment No. 2 do you have this agreement? amy -----Original Message----- From: Bill Huber Sent: Wednesday, January 03, 20018:12 AM To: Amy Amirani Cc: Dawn Schanderl Subject: FW: Agreement Amendment No. 2 Amy, Dawn is looking for the subject agreement. I asked deave to send us a copy and his reply below indicates he sent it to you. Could you get the original to Dawn for the Clerks files thanks. -----Original Message----- From: Dave C [mailto:dac@awma-Serra-socra.com] Sent: Tuesday, January 02, 2001 11:03 AM To: 'Bill Huber' Subject: RE: Agreement Amendment No. 2 1 pST G � 02 Cn ���� SOUTH EAST REGIONAL RECLAMATION AUTHORITY 3 h 30290 RANCHO VIEJO ROAD•SAN JUAN CAPISTRANO, CA 92675• (949) 489-7735• FAX (949) 489-7724 ON 1� D.7 GST October 2, 20001 Ms. Amy Amirani Director of Public Works CITY OF SAN JUAN CAPISTRANO 32400 Paseo Adelanto San Juan Capistrano, CA 92575 RE: AMENDMENT NO. 2 TO THE SERRA PC 2 AGREEMENT ADVANCED WASTEWATER TREATMENT PROJECT-- PC 21AWT Dear Amy: Enclosed herewith please find a fully executed original of the above-referenced Amendment for your files. If you should have any questions or comments, please do not hesitate to give me a call. Thank you for your assistance in this matter. Very truly yours SOUTH EAST REGIONAL RECLAMATION AUTHORITY David A. Caretto General Manager rtl Enclosure cc: Pat Giannone, BAW&G A public agency Created by: CITY OF SAN CLEMENTE - CITY OF SAN JUAN CAPISTRANO MOULTON NIGUEL WATER DISTRICT - SANTA MARGARITA WATER DISTRICT v SOUTH COAST WATER DISTRICT AMENDMENT NO. 2 AGREEMENT FOR ACQUISITION, USE, OPERATION, MAINTENANCE AND EXPANSION OF SEWAGE TREATMENT PLANT OF CITE' OF SAN JUAN CAPISTRANO BY SOUTH EAST REGIONAL RECLAMATION AUTHORITY FOR AND ON BEHALF OF PROJECT COMMITTEE NO.2 (THE "PC 2 AGREEMENT") (Advanced Wastewater Treatment Project: Project Committee No. 2/AWT) This Amendment No. 2 to the PC 2 Agreement is made effective this 2 9 t:h day of June , 2000 (the"Execution Date"), by and between the SOUTH EAST REGIONAL RECLAMATION AUTHORITY ("SERRA'), a joint powers agency created by that certain joint powers agreement entitled "Joint Exercise of Powers Agreement Creating South East Regional Reclamation Authority, Orange County, California (SERRA)" dated March 9, 1970 (the "Joint Powers Agreement"), and pursuant to Section 6500 and following of the Government Code of the State of California for and on behalf of its Project Committee No. 2, and the following entities: (a) City of San Juan Capistrano ("SJC"); (b) South Coast Water District ("SCWD"); (c) Santa Margarita Water District ("SMWD"); and (d) Moulton Niguel Water District ("MNWD") The foregoing entities are collectively in some instances referred to as the"PC 2 Members", which term is also defined to include all predecessors-in-interest to the individual PC 2 Members, as applicable, or individually as "party„ and collectively or in combination as "parties". The parties are member agencies of SERRA, Project Committee No. 2 and signatories to the Joint Powers Agreement. The term"PC 2 Agreement" includes Amendment No. 1 thereto, executed on May 18, 2000. RECITALS A. SERRA is pursuing in the most beneficial economical and environmentally compatible manner a regional program for wastewater collection, treatment, reclamation, reuse, BAW&GIPBG&a/65769.3 17605 N 2.22-07/26/00 Final:Execution disposal, and management, including but not limited to, those facilities known as the SERRA"Jay B. Latham Regional Treatment Plant (the "SERRA Plant")", which facilities are depicted in Exhibit A to this Amendment No. 2. Project Committee No. 2 was previously created for the purpose of constructing and operating the SERRA Plant, all in accordance with the PC 2 Agreement, B. SERRA and the PC 2 Members executed the PC 2 Agreement on Tune 28, 1973, to provide for SERRA's acquisition of the SERRA Plant from STC and the Dana Point Sanitary District (DPSD), SCWD's predecessor-in-interest. The PC 2 Agreement additionally provided for the expansion of the liquids treatment capacity in the SERRA Plant from.6.0 million gallons per day (mgd) to 9.0 mgd. The PC 2 Agreement also set forth the PC 2 Members' operation and maintenance expense obligations for the SERRA Plant. C. SERRA, SNI", DPSD and MNWD entered into the"Agreement For Construction and Capacity Ownership of Additional Water Reclamation Facilities For the South East Regional Reclamation Authority For and On Behalf of Project Committee No. 7" on July 13, 1978, and the contemporaneous "Addendum to Agreement For Construction and Capacity Ownership of Additional Water Reclamation Facilities For the South East Regional Reclamation Authority For and on Behalf of Project Committee No. 7," also dated July 13, 1978, to expand the liquids treatment capacity in the SERRA Plant to 13.0 mgd, and to add additional sludge thickening capacity for and on behalf of such PC 2 Members. D. SERRA and the PC 2 Members entered into the"Agreement for Design, Construction, Use, Operation and Maintenance of Solids Handling and Cogeneration Facilities at the J.B. Latham Regional Wastewater Treatment Plant for and on Behalf by South East Regional Reclamation Authority for and on Behalf of Project Committee No. 16", dated November 10, 1982, for the purpose of designing, constructing, operating and maintaining solids handling and cogeneration facilities of the SERRA Plant, E. SERRA and the PC 2 Members entered into an agreement entitled "Agreement Re Project Committee Nos. 2, 7 and 7-A of South East Regional Reclamation Authority Relative to BAw&G/Pl30/kd65769.3 17005 N 2.22-07/26/00 Final:Execution -2- Verification of Liquid Treatment and Solids Handling Capacity at the Jay B. Latham Regional Wastewater Treatment Plant", dated November 8, 1984 (the "1984 Agreement"). The 1984 Agreement set forth the nominal Iiquids treatment capacity of 13.4 mgd and the nominal solids handling capacity of 18.5 mgd of the SERRA Plant, and the allocation of such capacities among the PC 2 Members for purposes of ownership and cost responsibility for operation, including capital repair and improvement projects. The 1984 Agreement also addressed the `perfection' of the solids handling capacity and the associated perfection costs and allocation. F. The PC 2 Members thereafter entered into several transactions for the assignment and transfer, or lease, of liquids and/or solids treatment capacity between various members. G. By execution of Amendment No. 1 to the PC 2 Agreement on May 18, 1998, and the completion of required conditions precedent set forth in such amendment, SCWD's predecessor-in-interest, Capistrano Beach Water District (CBVVD) entered into agreements with certain other PC 2 Members for CBWD to take assignment of, in the aggregate, 1.5 mgd of liquids treatment capacity and 1.5 mgd of solids handling capacity in the SERRA Plant (the"1998 Capacity Transfers"). H. Amendment No. I also set forth the allocations of the liquids treatment capacity and solids handling capacity of the SERRA Plant among the parties to reflect the prior capacity transfers, including the 1998 Capacity Transfers, and by its terms verified, resolved, compromised and fully settled all issues pertaining to the liquids treatment and solids handling capacity of the SERRA Plant and all cost allocations of such capacities, and also established the current allocations of liquids and solids capacities among the PC 2 Members, which is set forth below in Table 1. 13AW&(YY/PBG&e/65769.3 17005 N 122-07/26/00 Final:Exeoution -3 SERRA PLANT WASTEWATER CAPACITY ALLOCATIONS - Member Liquid Capacity Percentage Solids Handling Percentage (mgd)* Capacity (zngd)* SJC 4.00 30.77 5.55 30,00 SMWD 2.25 1731 5,25 28.38 MNWD 3.00 23.08 4.00 21.62 SCWD 3.75 28.84 3.70 20.00 TOTAL 13.0 T--100.01.0 18.5 7 100.00 Average dry weather flow rate, million gallons per day. I. The PC 2 Members, exclusive of SMWD, are proposing the design and construction of advanced wastewater(tertiary) treatment facilities (the "AWT Project") at the SERRA Plant site, currently anticipated to be accomplished in three phases. Subject to completion of a preliminary design report for the AWT Project entitled"Advanced Water Treatment Facilities for the SERRA Plant" ("PDR"), the PC 2/AWT Members desire to proceed with the final design and construction of proposed Phase 1 of the AWT Project. Upon completion and review by Project Committee No. 2, the PDR will be summarized in Attachment 1 to this Amendment No. 2 and incorporated herein. SERRA and the PC 2 Members desire to permit the final design and construction, as well as the operation and maintenance of, the AWT Project, subject to the terms and conditions of this Amendment No. 2. J. This Amendment No. 2 to the PC 2 Agreement is being entered into to provide for the design and construction of the AWT Project at the SERRA Plant. The PC 2 Members who will fund and thereafter have capacity interests in the AWT:Project upon completion if as planned are SJC, SCWD and MNWD. SJC is participating in the AWT Project in order to assist its subsidiary water district, Capistrano Valley Water District (CV)VD), with the supply of recycled water for CVWD's recycled water distribution facilities for provision to CVWD's customers. Pursuant to Orange County Local Agency Formation Commission (LAFCQ) Reorganization BAW&G/PBGIke/65764.3 170051 2.22-07/26/06 Fiml:Execution -4- R096-15, SJC will formally merge with CVWD upon the completion of certain terms and conditions under LAFCO Resolution No. R096-15. SERRA will oven and operate the AWT Project upon completion, on behalf of such participating PC 2 Members. SMWD has elected not to participate in the AWT Project. The AWT Project participants will hereafter be referred to as "Project Committee No. 2/AWT" (or"PC 2/AWT"), or the "PC 2/AWT Members". NOW, THEREFORE, the parties, in consideration of the mutual covenants herein, agree as follows: AGREEMENT Section IA. Conceptual Project Approval. Subject to the terms and conditions of this Amendment No, 2, Project Committee.No. 2 hereby conceptually approves the AWT Project as described herein. The PDR for the AWT Project is subject to the PC 2/AWT Members review in accordance with SERRA's procedures, prior to award of a contract for the final design. of any phase of the AWT Project. Project Committee No. 2 further approves the terms for construction, and operation and maintenance of the AWT Project on the SERRA Plant site in the manner herein described. A schematic of the AWT Project depicting the planned facility components will be presented to Project Committee No. 2 upon completion thereof, to be set forth in Exhibit B to this Amendment No, 2 thereafter, by addendum. The PC 2/AWT Members acknowledge and agree that due to the preliminary stage of the AWT Project as of the date of this Amendment No. 2, the PC 2/AWT Members will be required to approve the construction of the phases of the AWT Project by way of addenda to this Amendment No. 2, such addenda to finalize cost sharing and capacity allocations among the PC 2/AWT Members. Section IB, Project Phases. In addition to the anticipated Phase I capacities set forth in Table 2 below, the PC 2/AWT Members also anticipate the possible future design and construction of Phase 2 and Phase 3 of the AWT Project. The capacities of each PC 2/-AWT Member in the phase or facilities may be as set forth in Table 2 below: SAW&G/P}3G/ke/65769:3 17005 N 2,22-07!26/40 Final:Execution -5- AWT PROJECT CAPACITIES (PROJECTED) Member Phase 1, Phase 2, Phase 3, Total AWT Project AWT Project AWT Project Capacities Capacity (mgd) Capacity Capacity S.1C 2.0 2.5 .75 5.25 MNWD* 0 2,5 2.5 5.0 SCWD .75 -0- -0- .75 TOTAL 2.75n igd 5.0 3.25 II.O * - MNWD to fund a portion of Phase 1 in order to reserve capacity opportunity in fixture phases. This Amendment No. 2 does not obligate the parties for any costs or other conditions relative to the final design or construction of Phase 1, or the possible future Phases 2 or 3, and SERRA shall initiate no actions in connection with final design or construction of any phase of the AWT Project absent approvals by the PC 2/AWT Members and appropriate addenda to this Amendment No. 2 setting forth specific terms and conditions. Section 2A. Design and Construction of.AWT Project - Phase 1. SERRA agrees, subject to the receipt of the funds required to be deposited by each PC 2/AWT Member, that upon the execution of this Amendment No. 2, it will proceed with (1) the preparation and completion of the PDR, (2) environmental impact assessments, and (3) acquisition of permits and rights-of-way(if any) relative to the AWT Project. The PC 2/AWT Members agree to deposit with SERRA the budgeted amounts specified in Exhibit C for the PDR costs and other associated costs as set forth therein for CEQA compliance and legal review, including preparation of this Amendment No. 2, within thirty(30) calendar days after the execution of this Amendment No. 2. In addition to the amounts shown in Exhibit C, and subject to each PC 2/AWT Member's continued participation in Phase 1 of the AWT Project as discussed in Section 213 below, each BAYV&C7fPDCT/ke 65IVJ.3 17005 N 2.22-07/26/00 Final:Execution -6- PC 2/AWT Member agrees to deposit within ten(10) calendar days after SERRA's receipt of bids (or proposals, as applicable) its' proportionate share of the Budgeted costs of the final design and construction of Phase 1 of the AWT Project, based on an allocation to be depicted in an addendum to this Amendment No. 2. Section 2A.1. Participation by MNWD. MNWD is participating in the PDR and anticipates limited participation in the final design and construction costs of the Phase 1 facilities in order to reserve future capacity opportunities in the Phase 2 and Phase 3 facilities. In exchange for its participation in the PDR costs, MNWD has the right to participate in future phases, with a credit for payment to the Phase 1 costs. MIN'WD will not acquire capacity in Phase 1 of the AWT Project. The parties recognize that MNWD is participating in the preliminary design (and if approved, final design and construction) of the AWT Project facilities in only a limited capacity in order to assure itself of future opportunities for capacity interests in Phase 2 and Phase 3 of the project, and will not, at the completion of Phase l construction, acquire any recycled water capacity. In the event that the use of the phase 2 or Phase 3 AWT Project capacity requires the use of facilities for which MNWD did not participate in the initial design and construction, then MN" shall further pay to SERRA its share of such facilities costs. Section 2B. Fundin>o Opportunities, Withdrawal. Upon request by any PC 2/AWT Member, and at any such member's individual expense, SERRA will pursue funding opportunities from available state or federal sources/programs for the AWT Project at the earliest possible date. It is agreed by the parties to this Amendment No. 2 that, subsequent to the completion of the PDR, but prior to the award of a final design contract for Phase 1 of the AWT Project, any PC 2/AWT Member may withdraw from participation in the AWT Project. In the case of a withdrawal, all further obligations of the withdrawing member shall cease as of the date of such withdrawal, except obligations of that member for expenses already incurred pursuant to this Amendment No. 2. Subject to the further approvals by the PC 2/AWT Members prior to final design and construction, Phase 1 of the AWT Project shall be constructed and thereafter owned, operated, and maintained by SERRA, through, on behalf of, and for the use and benefit of, the PC 2/AWT Members. BA4V&G/PBG/kc,657093 17005112.22-07/26/00 Final:Execution -7- Section 2C, Preliminary Design Report. Itis agreed that upon SERRA's receipt of funds as set forth in Exhibit C hereto, SERRA shall contract with an. engineering firm satisfactory to the majority of the PC 2/AWT Members for the PDR forthe AWT Project. The PDR shall include recommendations with respect to Phase 1, Phase 2 and Phase 3 of the AWT Project, and shall include recommendations as to placing of project facilities on the SERRA Plant Site, the preliminary project cost estimates, and a proposed cost allocation of Phase 1 final design and construction costs among the PC 2/AWT Members. The PDR shall further investigate and report upon the proposed method and operation, whether integrated or not, of the existing wastewater treatment facilities of the SERRA Plant, and the AWT Project facilities. Section.2D. Assistance by-Participatigg Members. Each PC 2/AWT Member agrees that it will cooperate with SERRA and each other PC 2/AWT Member in connection with design and construction of the AWT Project. Section 2E. Final Accounting. Subsequent to completion and acceptance of any phase of the project to be constructed, SERRA staff shall prepare a final accounting of that particular project phase costs, including the costs set forth in Exhibit C. The accounting shall reconcile the final costs of the completed project phases with the funds previously deposited with SERRA by the PC 2/AWT Members , such reconciliation to be based on the cost and/or capacity allocations set forth in this Amendment No. 2, inclusive of addenda hereto. The accounting of the project phases shall be reviewed by PC 2/AWT to determine consistency with the terms of this Amendment No. 2, inclusive of addenda hereto . The accounting shall be furnished to each PC 2 /AWT Member within ninety (90) consecutive calendar days following completion and acceptance of any phase of the project. As part of the final accounting, each PC 2/AWT Member shall receive its share of any unexpended funds, based upon the allocation methods to be established pursuant to this Amendment No. 2 and addenda hereto. 11. GENERAL PRO'V'ISIONS FOR PROJECT CONSTRUCTION O&M Section 3. Non-Interference. The PC 2/AWT Members agree that the work of contractors and any subcontractors during construction of the AWT Project, as well as the B AW&G>''BCT;ke/65769,3 17005 N 2.22-07/26/00 Final:Execution -�- operation, maintenance, repair and replacement of the AWT Project thereafter, will not interfere with any present or future construction, operation or maintenance of the SERRA Plant wastewater treatment operations. SERRA will maintain separate detailed records of account of the operation and maintenance costs for the AWT Project in accordance with standard project committee procedures. Section 4. Plant Warranties. The PC 2/AWT Members agree that in the event any warranty provided for in conjunction with the construction of facilities at the SERRA PIant are invalidated as a result of construction of the AWT Project, the PC 2/AWT Members shall be financially responsible in proportion to their capacity interests in the AWT Project as set out in Table 2 of Section 1B herein in the event SERRA and the PC 2 Members ,suffer any expense which otherwise would have been covered by any said warranty, and the PC 2/AWT Members will reimburse SERRA/Project Committee No, 2 for such costs. Section 5. Project Modification.. If the PC 2/AWT Members, during the course of construction of any phase of the AWT Project, desire to modify the AWT Project in a"significant manner" from that which has been previously reviewed and approved by Project Committee No. 2, or how the project is to operate or interface with the SERRA Plant, prior approval of Project Committee No. 2 will be required. "Significant manner" shall be deemed to mean that such change could result in an adverse impact upon the SERRA Plant; provided, the parties do not intend by these terms to require Project Committee 2's approval of all contract change orders, or minor modifications in design..or construction. Section 6, No Interference. In the event operation of the AWT Project impedes or interferes with meeting the required current effluent standards for ocean disposal or treated wastewater imposed on SERRA, the PC 2/AWT Members agree that SERRA.will cease operating the AWT Project until modifications are made to correct such impediments or interference, which modifications shall be subject to the approval of Project Committee No. 2 in the salve manner as modifications pursuant to Section 5 of this Amendment No. 2. BA'W&G/PDCi/ka/65769.3 17005 N 2.22-07/26/00 Final:Execution -9- Section 7. Effluent Quality. SERRA and Project Committee No. 2 make no representation as to the consistency of the quality of the existing or future effluent produced at the SERRA Plant, other than to discharge effluent to the extent possible within the limits established by SERRA's NPDES Permit. In the event such effluent is of a quality incompatible with the AWT Project requirements, the PC 2/AWT Members agree that SERRA/Project Committee No. 2 shall not be required to snake any modification to the SERRA Plant or to the method of operation of said plant, nor shall SERRA/Project Committee No. 2 be liable for any damage to, or inability to operate, the AWT Project, The PC 2 Members agree to allow modifications to the SERRA Plant in order to improve effluent quality, to the extent such improvements are consistent with sound engineering and operation and maintenance practices for municipal sewage facilities of the type comprising the SERRA Plant. Such modifications shall be subject to approval by Project Committee No. 2 and shall be at the sole expense of the PC 2/AWT Members, including capital costs for construction, as well as operation and maintenance costs. Such modifications shall not affect the useful life of the SERRA Plant or any of the plant components. Project Committee No. 2 shall not unreasonably withhold approval of any proposed modifications to the AWT Project, Section 8. Exceeding Capacity. In the event the use by any PC 2/AWT Member of recycled water produced by the AWT Project exceeds either(i) the designated capacity interests set forth in Table 2 of Section 1B or (ii) the amount of recycled water which can be produced from the effluent resulting from wastewater flows solely of that respective PC 2/AWT Member, then that PC 2/AWT Member agrees that it shall, upon request by any impacted PC 2 Member, enter into an agreement with such requesting member(s) to purchase or otherwise obtain additional AWT Project capacity rights, or the use of additional effluent, to meet the recycled water requirements of such PC 2/AWT Member. Section 9. No Effect On.SERRA Plant Capacities, The PC 2/AWT Members' investment in the AWT Project shall not increase any such member's pro rata ownership of facilities or property previously or subsequently acquired by SERRA's Project Committee No. 2 for the benefit of all of the PC 2 Members. It is agreed that the PC 2/AWT Members shall not utilize any greater wastewater treatment capacity than provided for in the PC2 Agreement, If necessary, any B t1.W&G/P BCY/k o/6 5 76 9.3 17005 N 2,22-07126/O0 Final:Execution -10- PC 2/AWT Member will build additional treatment facilities or acquire additional treatment capacity at the SERRA Plant from the PC 2 Members if SERRA determines that such PC 2/AWT Member is exceeding its treatment capacity rights and has not acquired additional capacity rights. Section 10. Pro'ect Site Rental, The PC 2/AWT Members shall pay to SERRA/Project Committee No. 2 a one-time rental payment for the use of the SERRA Plant site area upon which the AWT Project is located.. Said sum will be determined by multiplying the percentage of the total SERRA Plant site occupied by the AWT Project to the actual purchase price for the SERRA Plant site acquisition(local share only in the event of grant funding). The allocation of the rental payment credited to the PC 2 Members will be based on the members' current liquids capacity interest in the SERRA Plant. The rental payment may be paid in installments to coincide with the phased construction of the AWT Project in the event the earlier project phases utilize greater or less square footage than anticipated by the PDR. If such `phased' rental installments apply, funds are payable concurrently with award of the construction contract for the applicable phase. Section 11. Operating Costs,. It is further agreed that each of the PC 2/AWT Members, in addition to obligations otherwise provided for in this Amendment No. 2, shall pay to SERRA its proportionate share of the operation, maintenance and capital repair and improvement costs of the AWT Project. For purposes of this Section 11, maintenance and operating costs shall mean the necessary costs of maintaining and operating the AWT Project based on sound accounting principles, including expenses necessary to maintain and preserve the AWT Project in good repair and working order, inclusive of the Capital Repairs/Improvements defined below in subsection (c), as well as insurance, taxes, and any costs attributable to maintenance and operation. It specifically does not include depreciation or any obsolescent charges or any reserves therefor, or amortization.of intangibles or other bookkeeping entries of a similar nature. Capitalized terms set forth in this Section and not otherwise defined shall have the meaning set forth in the PC 2 Agreement. The following is agreed to by each of the PC 2/AWT Members in order to define the terms to govern the manner in which the operation, maintenance and repair costs for the AWT Project shall be allocated: BAw&G/PBCr/k--f65769.3 17005 N 2.22-07/26/00 Final:Execution -1 1- (a) SERRA shall bill each member, and each member agrees to pay, the proportionate share of all operating and maintenance expenses of the AWT Project in the amounts and at the times set forth in this Section 11. SERRA will establish an operations and maintenance budget for each fiscal year(July 1 to and including June 30)for all such expenses and each PC 2/AWT Member shall make quarterly deposits in advance to SERRA equal to twenty-five percent (25%) of the budgeted share of such party's expenses during the fiscal year. (b) Except as hereinafter provided for Capital Repairs/Improvements (as defined below in subsection(c)), or unless otherwise agreed, the operating and maintenance expenses shall be allocated among the PC 2/AWT Members and paid by each PC 2/AWT Member in accordance with the following terms: (i) "Variable Operation/Maintenance Costs" shall include all costs not otherwise defined below in(ii) as"Common Costs". All Variable Operation/Maintenance Costs shall be allocated based on each PC 2/AWT Member's average annual mgd of recycled water produced for such member's use; provided, for budget deposits necessary for the first fiscal year of project operation, all allocations for the PC 2/AWT Members will be based on projected recycled water production. (ii) "Common Costs" shall include all fixed operating and maintenance costs and expenses including but not limited to insurance, landscape maintenance, legal, audit, and permit fees that benefit facilities at the AWT Project, regardless of actual recycled water production. Common Costs shall be allocated among the PC 2/AWT Members on the basis of the AWT Project capacity ownership percentages for each phase set forth in Table 2 above; provided, prior to completion of Phase 2 of the project, the Common Costs shall be allocated among the PC 2/AW7 Members on the basis of the total Phase 1 project cost allocation set forth in the PDR (iii) "Standby Costs" shall be that portion of the Variable Operating/ Maintenance Costs determined necessary to maintain the AWT Project, assuming no recycled water is produced at the project facilities. As such, only the PC 2/AWT Members with stated BAW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -12- capacities under Table 2 for any AWT Project phase shall have an annual liability for Standby Costs. Standby Costs shall be determined under the following formula: (A) multiplying a varying percentage(as determined through the annual budget process) by certain line items in the budgeted Variable Operation/Maintenance Costs; (B) adding the resulting products under step (A) and dividing the resulting number by the current mgd of the AWT Project (dependent on the phase)to arrive at a "standby charge" per mgd of unused recycled water capacity; and, (C) multiplying the resulting standby charge under step (B) by each PC 2/AWT Member's average unused recycled water capacity during the prior fiscal year: to yield each PC 2/AWT Member's total Standby Costs apportionment. (c) Unless otherwise agreed, the costs of(i) replacing, modifying or upgrading any portion of the AWT Project or equipment having a useful life of five years or longer, or (ii) any facilities or equipment costing in excess of TEN THOUSAND DOLLARS ($10,000.00) (hereinafter (i) or(ii) are"Capital Repairs/Improvements") shall be allocated on the basis of the recycled water capacity ownership percentages set forth in Table 2 above as opposed to the average annual use of recycled water produced by the AWT Project set forth as the allocation method under subsection(b)(i) above. The PC 2/AWT Members acknowledge that the budgeted costs for the Capital Repairs/Improvements are considered part of the annual operations and maintenance budget for PC 2/AWT, subject to the two-thirds budget approval established by Section 19 of the Joint Powers Agreement. The parties acknowledge that in accordance with Section 21 of the Joint Powers Agreement, for purposes of awarding contracts for the purchase of, or for the design, inspection, construction management or construction of, budgeted capital Repairs/Improvements, approval by only a majority of the PC 2/AWT Members is required. (d) The PC 2/AWT Members shall each(or in combination)furnish to SERRA in writing the meter readings documenting that member's recycled water use on a quarterly basis BAW&G/PBG/ke/65769.3 17005 N 2.22.07126/00 Final:Execution -13- pursuant to SERRA's practices for the purpose of determining the amount of recycled water being used by each member. (e) It is agreed that the actual costs of operation and maintenance during a fiscal year shall be reviewed at least quarterly, including a comparison to the approved operations and maintenance budget required by Section 19 of the Joint Powers Agreement. SERRA shall prepare a use audit at the end of for each fiscal year in order to reconcile the operation and maintenance costs budgeted and paid during such fiscal year by the PC 2/AWT Members with the actual costs incurred by each PC 2 Member. Section 12. Successors. The PC 2 Agreement and this Amendment No. 2 shall be binding on and shall inure to the benefit of the parties and their successors. Section 13. Effect of Amendment. Except as modified herein, all other terms and conditions of the PC 2 Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the PC 2 Agreement and this Amendment No. 2, the terms of this Amendment No. 2 shall control. Section 14. Recitals/Exhibits. The parties each represent and agree the Recitals are true and correct. The Recitals are incorporated into this Amendment No. 2. Attachment 1, and Exhibits A,B and C are attached and incorporated (or, shall be upon completion and requisite approvals) into this Amendment No. 2. BAW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -14- THIS AMENDMENT NO. 2 is entered into by each of the parties as of the Execution Date defined above. SOUTH EAST REGIONAL RECLAMATION AUTHORITY ON BEHALF OF PROJECT COMMITTEE NO. 2 By Chaea, ,, att Hart Secretary APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal unsel�-1.S�ERRA BY ;1 C a/ Patricia B. Giannone CIicity AN JUAN PISTRAN BY r Co ne C~ pbell By Cl SANTA MARGARITA WATER DISTRICT By Pre sident/Vice-President By Secretary/Assistant Secretary BAW&6JPBG/kel65769.3 17005 N 2.19-0711 1100 Draft 3 THIS AMENDMENT NO. 2 is entered into by each of the ,parties as of the Execution Date defined above. SOUTH EAST REGIONAL RECLAMATION AUTHORITY ON BEHALF OF PROJECT COMMITTEE NO. 2 By Chairman By Secretary APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal Counsel - SERRA By Patricia B. Giannone CITY OF SAN JUAN CAPISTRANO By Mayor By City Clerk SANT RGA AT R DI T By President/Vice-- resident By_ q+retAssistant Secretary BAW&G/Pl3G)ke/65769,3 17005 N 2.22-071261(30 Final:Execution -15- MOULT®N NIGUEL "NATER DISTRICT By ��;Pr sidentNice-President By e r ary/Assistant Secreta SOUTH COAST NATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary RAW&G/PBG/ke/65769.3 17005 N 2,19-07/11.100 Draft 3 MOULT®N NIGCJEL WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary SOUTH COAST WATER DISTRICT By President/Vice-President By J Secretary/Assistant Secretary BAW&G/PBGlkel65769.3 17003 N 2.1()-07111.100 Draft 3 EXHIBITS/ATTACHMENTS EXHIBIT A - S CHEMATIC OF SERRA PLANT FACILITIES EXHIBIT B - SCHEMATIC OF PLANNED AWT PROJECT COMPONENTS [TO BE ATTACHED UPON COMPLETION OF PRELIMINARY DESIGN REPORT] EXHIBIT C - AWT PROJECT PARTICIPANT FUNDING PHASE I PRELIMINARY DESIGN BUDGET ATTACHMENT I [TO COME] - SUMMARY OF PRELIMINARY DESIGN REPORT BAW&G'PBG/ks/55 759.3 17005 N 2.22-07/20/00 PinaL Execution FROM WASTEWATER COLLECTION SYSTEM " DRIERSION STRUCTURE TO WEST TREATMENT FACILITIES TO EAST TREATMENT FACILITIES .: _..._ ._._.,-_ ..,.....-.......-----•-^•--_ _'_'" _---_---_—_—_—.. ---,.... -.......»---. - - ....._. ... FLa'rV METEr� PANEL ! R t3,4P TANK 1 SCALE:11-601-0" I r € ODOR RET7UCTIRN r SLU1.1CsE QEWA'TERINt3 9L:K3. CQGtRL TION c M TtuprAF.N f I p �K3 R G. t�2 1 _ _ POL!'1( R PM M13R r 9 NG1 0 1� /rf1f 1 p ! W k�yyrr it 7 f e jf t I E TAKKS O t�G�31'ER I�s'�ER t : 5 ;r R f� l �y-� {F Li O Y t 1 � - •Nh d' AW- Na ! I S LABORATORY i 1 s TORY c .� t Bl�LQI t Nd mRIL' s r E ' r s s f// 4 AblMH ! ILifFAT14N AM l, 1 t /"�} icair',,, NLQN`F.�i ti :91;ourER 1 rf 8UlLC17NId W mw•w�': .f �.1 r a. `:patt�srnT�ti s 4 � ;f Y: f 1 fpEh[lFA (rs ffiisall�u _r Ll P 7W, Nn Na 4 �fP -"kW 4 � 'ipAA� I : - n- u. „ " r 4 80UTHCRAST f WATER WBTRIOT MAINTENACI=YARD I. RFP TANK t I tEF�UFdi EAf�RG j P ralATl03�1 G9NM Ic. o Unca �L�E 0 t� fz SAN JUAN CREEK I "- '�� � :" P43FACP3TA ION 1 . ._... ..-„ ............. .. ........,.... _..._..,.- .....,__. : ,..,. .._{,._ . -,-, .. ., . .- I #?C17E>•,{'�'IAS.i7&; 1+{C1NP1:,��M7�iliINO6TATI� t cvMON SDG --'-- ---^---------'-- »._..:.._._.._ --_— - -....w--------- ----- � � _ _------- _ _ � - _— -r-- --------- � � _ ---------- _— --o PLANT ENTRANCE i SITE AVAILABLE FOR AWT FACILITY TRAILER PARK a PAVED AREAS EXHIBIT ``A” f -- COMMON FACILITIES ---•-- EAST SIDE FACILITIES ' — WEST SIDE FACILTIES FIGURE 1 ®1 CGvL -- PROPERTY LINE SERRA PLANT SITE PLAN '��� rrrrrl� rrr+r€rrwMwrrrr I�tl� ��� ��r ■ � all II 11111.11§10,011 1 S1§�1011 ML�WR ,Ili � ® I! \\ �1® 11 c�\r-� �._ XX n40A,_ MIA k"'m .» IN -_ _ I FAMOMM/2 I HAMOTWON, F1 9-fIR, 1 1014101��� I !I MONSOON 1 OBLv"'j,0' ate„ i ria^ � I' ROMIII 110,0 ll� ����a �! ,Fr//. A� // \a % I� It 11 I� c� 11 1� ► c� III 1 �° �� I I[ nt 0SII OWN I �� A L • • �� Mlllll�lllll � ... WON CANCAlif A �i1:1E7C€A' Vahl LANf:fN EXHIBIT C ALLOCATION OF PRELIMINARY DESIGN COST Preliminary Design Project Budget: $102,000 Allocation of Preliminary Design Budget: I. Sixty thousand ($60,000) dollars divided evenly between the three members. 2. The remaining portion($42,000) to be distributed between the members according to percentage of ownership after the completion of the first phase. Member Even Division Percentage of Allocation of Total of$60,000 AWT Capacity $42,000* After Phase I STC $20,000 73% $30,660 $50,660 MNWD $20,000 0% $0 $20,000 SCWD $20,000 27% $11,340 $31,340 TOTAL $60,000 100% —L $42,000 $102,000 * $ =Percentage of AWT Capacity After Phase 1 x $42,000. BA.V&C,/PI GA(e?65769.3 17005 N 2.22-07/25!00 Fina[:Execution -I.c�- 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 5500, et ap-q. , 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 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 B. 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 Z7 and the covenants, conditions and promises contained herein, the 18 parties mutually agree as follows: 19 -• NA@terA Bement nco orated 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 1 Agreement shall be binding upon the parties under, and govern the 2 performance of, this services Agreement. 3 2. Brous 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 111'f 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 'F1°' 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 Z8 25753 Victoria Boulevard 19 P.Q. Box 2048 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 ani 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 "1:r 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 "3" 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. MiNe Of om le io Each Task must be performed within 22 the time limits set forth in the Schedule of Work attached hereto 23 ars Exhibit 113, " and all of the Tasks and services included in the 24 Scope of Work attached hereto as Exhibit "1" 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. 4 1 8. Budaet and Cost imitation: 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 5 Agreement, which Budget is attached hereto as Exhibit 114" 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 2xhibit 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 5 1 all Tasks and services described in the Scope of Work under this 2 Services Agreement. 3 10. figWial 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 116" 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 11611 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, Co Ilion andendment: 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 "6, " 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 6 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 5 Agreement as of the date f-Irst written above. 7 CAPIS a AUTH M#yo VALLEY WASTEWATER 10 �ROVE AN � CTCER FORM: d'F 12 ,nr Yd 13 G' r .1 ,,/'Counsel, CapistranoP esent' .- . 14l ley Wastewater Authority 15 Secretary 16 PARSONS MUNICIPAL SERVICES, 17 INC. 18 19 -, L President g 20 21 7 FMIBIT SCOPE OF SERVICES has No_. 1 - Preliminary D Subtask 1. 1 - Pro 'ect-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- S - Pe reBasis a D n Repot 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. 11. Constructability Review. 12. Operability Review. b. Meet with the Authority to discuss the draft BODR. Incorporate the Authority's comments and prepare final BODR. Sub ask 1. 5 - P e are En ineer's Cast Estimate Based upon BODR, prepare an Engineer's cost estimate as an appendix to the BODR. -2- Deliveraj2les for Task No. 1: Copies Meeting Minutes As required Draft Process Selection Report 10 Final Process Selection Report 10 Draft BODR 10 Final BODR 10 Engineer's Construction Cost Estimate 10 Task No. 2 - Site o o a h 'cal o' s Geotechnica Studies 5 btask 2 . 1 -- Site To o ra hic Surve 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. ubt sk 2.2 - Obtain Soi s and Geotec n'ca Re rt 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 : C.�o, ees 1. Soils and Geotechnical Report 10 2 . Site Topographical Survey Reproducible Mylar Task No. 3 - errnit dent ' fi.cation 3 . 1 'c t'on ojff PeEiizi,jt RegruIrgments 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- Crossing, and Regional Water Quality Control Board NPDES Permit. 3.2 HAItinas 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 informatio.n 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. T-4919 No. 4 - Gua an eed a 'm Pr'ce and achedule Subtask 4. - Gu ranteed 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. Subtagl�,„4,_ - 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 - b is information Pro ram 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 122129f-its. 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. S t k 5. 3 - e is Gr u s ndiv' 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. Subta .4 - Governmental Lia 'son Client Relations a. 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. De iv ra s f r 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- 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. _b_ • Services Agreement 1 : Organization Chart Exhibit *'2" Corporate Sponsor I4. HARNEY Project ncPipa Principal N. PRESECAN Project Project Controls Economics H. HEAL D. PARKER Permits Public P. SMOXLER Liaison T. MEADOWS Prelim. Eng Final Engin. Construction J. Management LD- SULLIUA]N& M D. SULLYUAN REYCHENHERGE'R K. DEAGON Sub--Contracts Const. Serv. for survey & PARSONS geo-technical CONSTRUCTORS being negoti- ated. !! !! �IT 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. EXHIBIT "A" BUDGET Task No. 1 - $69,000 Lump Sum. 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. 'ask No. 3 - Time-and-expense up to a maximum of $7,000 in accordance with Exhibit Task No. 4 - $18, 000 Lump Sum. Task-N-0-, 5 - Time-and-expense up to a maximum of $10, 000 in accordance with Exhibit EIBIT "5" FEE SCHEDULE Applicable to Services Furnished on a Per Hour Basis Cassici ti n BillingR_ ate ENGIffEgRS AND SCLFNTISTs Principal Engineer or Scientist I . . . . . . . . . . . . . . $99. 00/hr Principal Engineer or Scientist II . . . . . . . . . . . . . $88 . 00 Supervising Engineer or Scientist I . . . . . . . . . . . . $76.00 Supervising Engineer or Scientist II . . . . . . . . . . . $67 . 00 Senior Engineer or Scientist I . . . . . . . . . . . . . . . . . $59. 00 Senior Engineer or Scientist II . . . . . . . . . . . . . . . . $51. 00 Staff Engineer or Scientist I . . . . $46. 00 Staff Engineer or Scientist II . . . . . . . . . . . . . . . . . $41.. 00 Associate Engineer or Scientist I . . . . . . . . . . . . . . $36. 00 Associate Engineer or Scientist II . . . . . . . . . . . . . $32 . 00 TEMICAL AN SUPPORT SPECIALISTS Supervising Specialist . . . . . . . . . . . . . . . . . . . . . . . . . $53 . 00 Senior Specialist I $53 . 00 Senior Specialist II . . . . $42 . 00 Specialist I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32 . 00 Specialist II . . $25. 00 Specialist III . . . . . . . . . ♦ . . . . . . . . . . . . . . . . . . . . . . $x.8 . 00 E992M- ANAGEMENT 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 re-imbursed 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. MIBIT. ,1611 SPECIAL PROVISIONS ener l 1. For the purposes of Sections 3 .7 and 3 .8. 1 of the Master Agreement, a "timely review" shall, be defined as five (5) working days. 2 . With respect to Task No. 2 , unless waived in writing by the Authority Representative, Parsons shall require the Contractor(s) performii`,g 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. 3. 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; (G) 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: 1. 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 -1- 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- 1R RETAINER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, entered into as of August 2 , 1988 , by and between the CAPISTRANO VALLEY WASTEWATER AUTHORITY, a joint powers agency, organized and operating pursuant to the provisions of Government Code Section 6504, et sq, (hereinafter, "CVWA") and FIELDMAN, ROLAPP & ASSOCIATES (hereinafter, "Consultant") . RECITALS A. CVWA requires the services of a financial advisor, and desires to retain Consultant to serve as the Financial Consultant for the CVWA. B. By virtue of Consultant's expertise and background, Consultant is qualified to perform such services for and on behalf of CVWA. C. CVWA and Consultant mutually desire to enter into this Agreement for the provision of services by Consultant on behalf of CVWA for the 1988/1989 fiscal year. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, CVWA and Consultant mutually agree as follows : SECTION ONE: RETENTION OF CONSULTANT AND TERM OF AGREEMENT 1. 1. CVWA hereby retains Consultant, and Consultant accepts this retainer from CVWA, for a period of one (1.) year, commencing as of July 1, 1988 , to perform financial consultation, advice and related services for and on behalf of CVWA. 1. 2 By mutual agreement of CVWA and Consultant, the term of this Agreement may be extended by increments of one (1) year, subject to the terms and conditions set forth herein. 1.. 3 Notwithstanding Sections 1. 1 and 2 . 1 hereinabove, either CVWA or Consultant may, at its sole discretion, terminate this Agreerent with or without cause at any time upon thirty (30) days written notice to Consultant. 1. 4 In the event of termination, all finished or unfinished data, studies, analyses, maps, plans, records, books, reports and other items prepared by Consultant for or on behalf of CVWA shall become the property of CVWA, and Consultant shall promptly deliver such items to CVWA. CVWA shall pay Consultant for all authorized services performed up to the date of termination. SECTION TWO: DUTIES OF CONSULTANT 2 . 1 Consultant shall perform all services requested by CVWA in a timely, competent and professional manner. -2- 2 . 2 Consultant shall not perform tasks or services without obtaining prior approval from the Board of Directors or Manager of CVWA. 2 . 3 Consultant shall not subcontract the performance of any of its tasks or services under this Agreement without the prior written consent of CVWA. 2 . 4 All data, studies, analyses, maps, plans, records, books, reports and other items prepared or obtained by Consultant under the terms of this Agreement shall be delivered to, and become the property of, the CVWA, without restriction or limitation upon their use. 2 . 5 Consultant agrees that the following person or persons shall perform the services of Consultant as set forth in this Agreement: MICHAEL, McNAMARA: Principal TOM JOHNSON Consultant shall not alter the assignment of the above-- designated person or persons with out the prior approval of the Manager of CVWA; provided, however, that employees of consultant other than those designated above may perform services or tasks for CVWA if the performance of such services or tasks is under the supervision and control of of the above-designated representatives of Cons -" _3_ SECTION THREE: COMPENSATION TO CONSULTANT 3 . 1 CVWA shall pay to Consultant for the performance of any tasks and services requested by CVWA compensation in accordance with the fee schedule attached hereto as Exhibit "A" and incorporated herein by this reference. 3 . 2 Consultant shall invoice CVWA on a monthly basis for all work performed by Consultant for or on behalf of CVWA. Invoices shall. include billing for all charges, including direct costs incurred by Consultant, during the month covered by the invoice. All charges shall describe in detail the services rendered, and shall state the date on which specific services were performed, the number of hours worked, and the hourly rates in conformance with the fee schedule attached hereto as Exhibit "A" . Upon determination by the Manager of CVWA that the invoice is in order and that Consultant has performed all requested or required services in a timely and competent manner, CVWA shall pay such invoices within thirty (30) calendar days of their receipt by CVWA. 3 . 3 Consultant shall maintain records on all services for and charges to CVWA for a period of not less than twenty-four (24) months after the completion of each task or service, and make such records available for review and audit if requested by CVWA. -4- SECTION FOUR: LEGAL RESPONSIBILITIES 4 . 1 Consultant shall keep fully informed of all Federal and State laws and regional , county and municipal ordinances and regulations which in any manner affect those employed by Consultant or the performance by Consultant of any tasks or services for or on behalf of CVWA. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be responsible for the compliance of all work performed by Consultant for CVWA with all applicable laws, ordinances and regulations. 4 . 2 Consultant shall not discriminate against any employee or applicant for employment because of race, religion, sex, age, marital status or national origin. 4 . 3 Consultant is retained as an independent contractor only, for the sole purpose of rendering those professional accounting services described in Recital "All hereinabove or otherwise requested by CVWA, and is not an employee of CVWA. 4 . 4 Except as CVWA may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of CVWA in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, to bind CVWA to any obligation without the prior written consent of CVWA. 4 . 5 Consultant shall indemnify and hold CVWA, its officers, directors and employees harmless from and against any and all actions, claims, demands, judgments, attorneys 's fees, casts, damage to person or property, penalties, -5- obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the willful or negligent acts, errors or omissions of Consultant, its employees, agents, representatives or subcontractors in the performance of any tasks or services for or on behalf of CVWA. In connection therewith, Consultant shall defend any action or actions filed in connection with any such claimed damage, injury, penalty, obligation or liability, and shall pay all expenses and costs, including attorney's fees, incurred therewith. In the event CVWA or any officer, director or employee of CVWA is made a party to any action or proceeding filed or prosecuted for any such claimed damage, injury, penalty, obligation or liability, Consultant shall defend CVWA and pay to CVWA any and all costs and expenses incurred by CVWA in such action or proceeding, together with reasonable attorney's fees. 4 . 6 Consultant shall not assign or otherwise transfer the rights and obligations under this Agreement without the prior written consent of the Board of Directors of CVWA; and any such assignment or other transfer without such consent shall be void. 4 . 7 In the event an action is commenced by one party to this Agreement against the other to enforce any. of the rights or obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover -6- all statutory costs, together with reasonable attorney's fees. SECTION FIVE: INSURANCE 5. 1 Consultant shall not commence services under this Agreement until Consultant has obtained all insurance required hereunder. Consultant shall take out and maintain at all times during the term of this Agreement the following policies of insurance: (a) Worker's Compensation Insurance to cover .its employees as required by, and as will protect CVWA from, any and all claims under the Worker' Compensation laws. (b) Public Liability Insurance for bodily injury, death, and property damage which may arise from the negligent acts and omissions of Consultant, its employees and representatives, while performing services under this Agreement, in the following minimum amounts of coverage: $500, 000 - Property Damage; $500 , 000 Injury to One Person, per occurrence; and $1., 000, 000 _ Injury to More than One Person, per occurrence. (c) Professional Liability Insurance to protect CVWA from Consultant's negligent acts, errors and omissions of a professional nature, in a minimum coverage amount of $500, 000. -7- 5. 2 If CVWA so requests, Consultant shall cause CVWA to be named as an additional insured on the insurance policies described in Section 5 . 1 hereinabove. SECTION SIX: MISCELLANEOUS 6 . 1 Notices: All notices, invoices or other instruments .required or permitted to be given under this Agreement shall be served by personal delivery or deposited in a United States mail depository, postage prepaid, and addressed as follows: If to CVWA: Capistrano Valley wastewater Authority 25752 Victoria Boulevard P.O. Box 2008 Capistrano Beach, California 92624 Attn: Dennis Erdman, Manager If to Consultant: Fieldman, Rolapp & Associates 2100 S .E. Main Street Second Floor Irvine, California 9271.4 Attn: Michael McNamara, Principal or such other address as either party may indicate to the other in writing. 6 . 2 Integration and Amendment: This Agreement represents the entire understanding of CVWA and Consultant as to the matters contained herein, and supersedes any and all other agreements and understandings, either oral or in writing, between the parties with respect to the retention of Consultant by CVWA. Any modification or amendment of this Agreement shall be effective only if in writing and signed by CVWA and Consultant. 6 . 3 Construction: This Agreement shall be construed in accordance with the laws of the State of California, and as if drafted by both of the parties hereto. 6 . 4 Successors and assigns: Subject to the provisions of Sections 2 . 3 and 4 . 6 hereinabove, this Agreement, and all of the covenants, terms and conditions hereof, shall be binding upon, and inure to the benefit of, CVWA, Consultant, and their respective successors and assigns. IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above. APPROVED AS TO FORM: CAPISTRANO VALLEY WASTEWATER AUTHORITY RUTAN & TUCKER By By General Counsel President Capistrano Valley Wastewater Authority By Secretary FIELDMAN, ROLAPP & ASSOCIATES By Michael McNamara, Principal. 8/131/012483-0001/026 -9- EXHIBIT "A" [Fee Schedule] IR RETAINER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, entered into as of July 19 , 1988, by and between the CAPISTRANO VALLEY WASTEWATER AUTHORITY, a joint powers agency, organized and operating pursuant to the provisions of Government Code Section 6500, et sec- , (hereinafter, "CVWA") and RUTAN & TUCKER (hereinafter, "Consultant") . RECITALS A. CVWA requires the services of a legal counsel and desires to retain Consultant to serve as the General Counsel for the CVWA. B. By virtue of Consultant's expertise and background, Consultant is qualified to perform such services for and on behalf of CVWA. C. CVWA and Consultant mutually desire to enter into this Agreement for the provision of services by Consultant on behalf of CVWA for the 1988/1989 fiscal year. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, CVWA and Consultant mutually agree as follows: SECTION ONE: RETENTION OF CONSULTANT AND TERM OF AGREEMENT 1. 1 CVWA hereby retains Consultant, and Consultant accepts this retainer from CVWA, for a period of one (1) year commencing as of July 1, 1988, to perform professional legal and related services for and on behalf of CVWA. 1. 2 By mutual agreement of CVWA and Consultant, the term of this Agreement may be extended by increments of one (1) year, subject to the terms and conditions set forth herein. 1. 3 Notwithstanding Sections 1. 1 and 2 . 1 hereinabove, either CVWA or Consultant may, at its sole discretion, terminate this Agreement with or without cause at any time upon thirty (30) days written notice to Consultant. 1. 4 In the event of termination, all finished or unfinished data, studies, analyses, maps, plans, records, books, reports and other items prepared by Consultant for or on behalf of CVWA shall become the property of CVWA, and Consultant shall promptly deliver such items to CVWA. CVWA shall pay Consultant for all authorized services performed up to the date of termination. SECTION TWO: DUTIES OF CONSULTANT 2. 1 Consultant shall perform all services requested by CVWA in a timely, competent and professional manner. -2- 2 . 2 Consultant shall not perform tasks or services without obtaining prior approval from the Board of Directors or Manager of CVWA. 2 . 3 Consultant shall not subcontract the performance of any of its tasks or services under this Agreement without the prior written consent of CVWA. 2. 4 All data, studies, analyses, maps, plans, records, books, reports and other items prepared or obtained by Consultant under the terms of this Agreement shall be delivered to, and become the property of, the CVWA, without restriction or limitation upon their use. 2 . 5 Consultant agrees that the following person or persons shall perform the services of Consultant as set forth in this Agreement: JOEL D. KUPERBERG: General Counsel DAVID B. COSGROVE: Assistant General Counsel Consultant shall not alter the assignment of the above- designated person or persons with out the prior approval of the Manager of CVWA. SECTION THREE: COMPENSATION TO CONSULTANT 3 . 1 CVWA shall pay to Consultant for the performance of any tasks and services requested by CVWA compensation in accordance with the Pee schedule attached hereto as Exhibit "A" and incorporated herein by this reference. -3- 3 . 2 Consultant shall invoice CVWA on a monthly basis for all work performed by Consultant for or on behalf of CVWA. Invoices shall include billing for all charges, including direct costs incurred by Consultant, during the month covered by the invoice. All charges shall describe in detail the services rendered, and shall state the date on which specific services were performed, the number of hours worked, and the hourly rates in conformance with the fee schedule attached hereto as Exhibit "A" . Upon determination by the Manager of CVWA that the .invoice is in order and that Consultant has performed all requested or required services in a timely and competent manner, CVWA shall pay such invoices within thirty (30) calendar days of their receipt by CVWA. 3 . 3 Consultant shall maintain records on all services for and charges to CVWA for a period of not less than twenty-four (24) months after the completion of each task or service, and make such records available for review and audit if requested by CVWA. SECTION FOUR: LEGAL RESPONSIBILITIES 4. 1 Consultant shall keep fully informed of all Federal and State laws and regional, county and municipal ordinances and regulations which in any manner affect those employed by Consultant or the performance by Consultant of any tasks or services for or on behalf of CVWA. Consultant shall at all -4- times observe and comply with all such laws, ordinances and regulations, and shall be responsible for the compliance of all work performed by Consultant for CVWA with all applicable laws, ordinances and regulations. 4.2 Consultant shall not discriminate against any employee or applicant for employment because of race, religion, sex, age, marital status or national origin. 4 . 3 Consultant is retained as an independent contractor only, for the sole purpose of rendering those professional accounting services described in Recital "A" hereinabove or otherwise requested by CVWA, and is not an employee of CVWA. 4 . 4 Except as CVWA may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of CVWA in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, to bind CVWA to any obligation without the prior written consent of CVWA. 4 .5 Consultant shall indemnify and hold CVWA, its officers, directors and employees harmless from and against any and all actions, claims, demands, judgments, attorneys's fees, costs, damage to person or property, penalties, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the willful or negligent acts, errors or omissions of Consultant, its employees, agents, representatives or subcontractors in the performance of any tasks or services for or on behalf of CVWA. In connection therewith, Consultant shall defend any -5- action or actions filed in connection with any such claimed damage, injury, penalty, obligation or liability, and shall pay all expenses and costs, including attorney's fees, incurred therewith. In the event CVWA or any officer, director or employee of CVWA is made a party to any action or proceeding filed or prosecuted for any such claimed damage, injury, penalty, obligation or liability, Consultant shall defend CVWA and pay to CVWA any and all costs and expenses incurred by CVWA in such action or proceeding, together with reasonable attorney's fees. 4 . 6 Consultant shall not assign or otherwise transfer the rights and obligations under this Agreement without the prior written consent of the Board of Directors of CVWA; and any such assignment or other transfer without such consent shall be void. 4 . 7 In the event an action is commenced by one party to this Agreement against the other to enforce any of the rights or obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs, together with reasonable attorney's fees. SECTION FIVE: INSURANCE 5. 1 Consultant shall not commence services under this Agreement until Consultant has obtained all insurance -6- required hereunder. Consultant shall take out and maintain at all times during the term of this Agreement the following policies of insurance: (a) Worker's Compensation Insurance to cover its employees as required by, and as will. protect CVWA from, any and all claims under the Worker' Compensation laws. (b) Public Liability Insurance for bodily injury, death, and property damage which may arise from the negligent acts and omissions of Consultant, its employees and representatives, while performing services under this Agreement, in the following minimum amounts of coverage: $500, 000 - Property Damage; $500,000 -- Injury to One Person, per occurrence; and $1, 000, 000 - Injury to More than One Person, per occurrence. c Professional Liability Insurance to protect CVWA from Consultant's negligent acts, errors and omissions of a professional nature, in a minimum coverage amount of $500, 000. 5.2 If CVWA so requests, Consultant shall_ cause CVWA to be named as an additional insured on the insurance policies described in Section 5. 1 hereinabove. -7- SECTION SIX: MISCELLANEOUS 6. 1 Notices: All notices, invoices or other instruments required or permitted to be given under this Agreement shall be served by personal delivery or deposited in a United States mail depository, postage prepaid, and addressed as follows: If to CVWA: Capistrano Valley Wastewater Authority 25752 Victoria Boulevard P.O. Box 2008 Capistrano Beach, California 92624 Attn: Dennis Erdman, Manager If to Consultant: Rutan & Tucker 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attn: Joel D. Kuperberg or such other address as either party may indicate to the other in writing. 6. 2 Integration and Amendment: This Agreement represents the entire understanding of CVWA and Consultant as to the matters contained herein, and supersedes any and all other agreements and understandings, either oral or in writing, between the parties with respect to the retention of Consultant by CVWA. Any modification or amendment of this Agreement shall be effective only if in writing and signed by CVWA and Consultant. 6. 3 Construction: This Agreement shall be construed in accordance with the laws of the State of California, and as if drafted by both of the parties hereto. -8- 6. 4 Successors and Assigns: Subject to the provisions of Sections 2 . 3 and 4 . 6 hereinabove, this Agreement, and all of the covenants, terms and conditions hereof, shall be binding upon, and inure to the benefit of, CVWA, Consultant, and their respective successors and assigns. IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above. CAPISTRANO VALLEY WASTEWATER AUTHORITY By President By Secretary RUTAN & TUCKER By Joel D. Kuperberg, Partner 8/131/012483-0001/023 -9- 1988 RUTAN & TUCKER RATE SCHEDt1L.E NAME NORMAL BILLING RATE CVWA RAVE David Aleshire $180 . 00 $140 . 00 Robert Bower $185 . 00 $140. 00 Andrea Calem $100 .00 $ 90. 00 David Cosgrove $125. 00 $112. 50 Elizabeth Cowles $110 . 00 $ 99 . 00 Milford Dahl., Sr . $205. 00 $140 . 00 John Fellows $160.00 $140. 00 Jeffrey Goldfarb $100. 00 $ 90 . 00 Roger Grable $200 . 00 $140. 00 Leonard Hampel $250 . 00 $140 . 00 = Ski Harrison $ 90 . 00 81. 00 Kathy Jenson $1.50. 00 $135 . 00 Philip Kohn $170 . 00 $140 . 00 Joel Kuperberg $170 .00 $140 . 00 David Larsen $200 . 00 $140 . 00 William Marticorena $180 . 00 $140 . 00 Layne Melzer $ 90 . 00 $ 81. . 00 Richard Montevideo $125. 00 $11.2. 50 Jeffrey Aderman $200 .00 $140 . 00 Robert ®wen $100 .00 S 90 . 00 Chet Puchalski $ 90 . 00 $ 81 . 00 Pattrick Rafferty $ 90 . 00 $ 81 . 00 Michael Rubin $210 . 00 $140 . 00 Steven Sprecher $ 90. 00 $ 81 . 00 Hans van Lighten $110 .00 $ 99 . 00 Jeffrey Wertheimer $110 . 00 $ 99 . 00 William Wynder $175 . 00 $140 . 00 EXHIBIT "A" 1R RETAINER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, entered into as of July 19, 1988 , by and between the CAPISTRANO VALLEY WASTEWATER AUTHORITY, a joint powers agency, organized and operating pursuant to the provisions of Government Code Section 6500, et (hereinafter, 11CVWA11) and DENNIS A. ERDMAN (hereinafter, "Consultant") . RECITALS A. CVWA requires the services of a general manager of CVWA, and desires to retain Consultant to serve as the General Manager of the CVWA. B. By virtue of Consultant's expertise and background, Consultant is qualified to perform such services for and on behalf of CVWA. C. CVWA and Consultant mutually desire to enter into this Agreement for the provision of services by Consultant on behalf of CVWA for the 1988/1989 fiscal year. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, CVWA and Consultant mutually agree as follows: SECTION ONE: RETENTION OF CONSULTANT AND TERM OF AGREEMENT 1. 1 CVWA hereby retains Consultant, and Consultant accepts this retainer from CVWA, for a period of one (1) year commencing as of July 1, 1988 , to serve as the General Manager of CVWA. 1. 2 By mutual agreement of CVWA and Consultant, the term of this Agreement may be extended by increments of one (1) year, subject to the terms and conditions set forth herein. 1. 3 Notwithstanding Sections 1. 1 and 2 . 1 hereinabove, either CVWA or Consultant may, at its sole discretion, terminate this Agreement with or without cause at any time upon thirty (30) days written notice to Consultant. 1. 4 In the event of termination, all finished or unfinished data, studies, analyses, maps, plans, records, books, reports and other items prepared by Consultant for or on behalf of CVWA shall become the property of CVWA, and Consultant shall promptly deliver such items to CVWA. CVWA shall pay Consultant for all, authorized services performed up to the date of termination. SECTION TWO: DUTIES OF CONSULTANT 2 . 1 Consultant shall perform all services requested by CVWA in a timely, competent and professional manner. -2- 2 . 2 Consultant shall not perform tasks or services without obtaining prior approval from the Board of Directors of CVWA. 2 . 3 Consultant shall not subcontract the performance of any of its tasks or services under this Agreement without the prior consent of the Board of Directors of CVWA. 2 .4 All data, studies, analyses, maps, plans, records, books, reports and other items prepared or obtained by Consultant under the terms of this Agreement shall be delivered to, and become the property of, the CVWA, without restriction or limitation upon their use. SECTION THREE: COMPENSATION TO CONSULTANT 3 . 1 CVWA shall pay to Consultant for the performance of any tasks and services requested by CVWA compensation in the amount of Two Thousand Dollars ($2, 000. 00) per month. 3 . 2 Consultant shall invoice CVWA on a monthly basis for all work performed by Consultant for or on behalf of CVWA. Invoices shall include billing for all charges, including direct costs incurred by Consultant, during the month covered by the invoice. Upon determination by the Board of Directors of CVWA that the invoice is in order and that Consultant has performed all requested or required services in a timely and competent manner, CVWA shall pay such invoices within thirty (30) calendar days of their receipt by CVWA. -3- 3 . 3 Consultant shall maintain records on all services for and charges to CVWA for a period of not less than twenty-four (24) months after the completion of each task or service, and make such records available for review and audit if requested by CVWA. SECTION FOUR: LEGAL RESPONSIBILITIES 4 . 1 Consultant shall keep fully informed of all Federal and State laws and regional, county and municipal ordinances and regulations which in any manner affect those employed by Consultant or the performance by Consultant of any tasks or services for or on behalf of CVWA. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be responsible for the compliance of all work performed by Consultant for CVWA with all applicable laws, ordinances and regulations. 4. 2 Consultant shall not discriminate against any employee or applicant for employment because of race, religion, sex, age, marital status or national origin. 4 . 3 Consultant is retained as an independent contractor only, for the sole purpose of rendering those professional accounting services described in Recital "A" hereinabove or otherwise requested by CVWA, and is not an employee of CVWA. 4. 4 Consultant shall indemnify and hold CVWA, its officers, directors and employees harmless from and against any and all actions, claims, demands, judgments, attorneys's -4- fees, costs, damage to person or property, penalties, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the willful or negligent acts, errors or omissions of Consultant, its employees, agents, representatives or subcontractors in the performance of any tasks or services for or on behalf of CVWA. In connection therewith, Consultant shall defend any action or actions filed in connection with any such claimed damage, injury, penalty, obligation or liability, and shall pay all expenses and costs, including attorney's fees, incurred therewith. In the event CVWA or any officer, director or employee of CVWA is made a party to any action or proceeding filed or prosecuted for any such claimed damage, injury, penalty, obligation or liability, Consultant shall defend CVWA and pay to CVWA any and all costs and expenses incurred by CVWA in such action or proceeding, together with reasonable attorney's fees. 4 . 5 Consultant shall not assign or otherwise transfer the rights and obligations under this Agreement without the prior written consent of the Board of Directors of CVWA; and any such assignment or other transfer without such consent shall be void. 4 . 6 In the event an action is commenced by one party to this Agreement against the other to enforce any of the rights or obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and -5- recovery ordered by the court, shall be entitled to recover all statutory costs, together with reasonable attorney's fees. 4 .7 CVWA shall, at no cost to Consultant, name Consultant, in his capacity as the General Manager of CVWA, as an additional insured under any general, vehicle and/or public liability insurance policy obtained by CVWA. SECTION FIVE: MISCELLANEOUS 5. 1 Notices: All notices, invoices or other instruments required or permitted to be given under this Agreement shall be served by personal delivery or deposited in a United States mail depository, postage prepaid, and addressed as follows: If to CVWA: Capistrano Valley Wastewater Authority 25752 Victoria Boulevard P.O. Box 2008 Capistrano Beach, California 92624 Attn: Dennis Erdman, Manager If to Consultant: Dennis A. Erdman Capistrano Beach Sanitary District 25752 Victoria Boulevard P.O. Box 20{}8 Capistrano Beach, California 92624 or such other address as either party may indicate to the other in writing. 5.2 Integration and Amendment: This Agreement represents the entire understanding of CVWA and Consultant as -6- to the matters contained herein, and supersedes any and all other agreements and understandings, either oral or in writing, between the parties with respect to the retention of Consultant by CVWA. Any modification or amendment of this Agreement shall be effective only if in writing and signed by CVWA and Consultant. 5. 3 Construction: This Agreement shall be construed in accordance with the laws of the State of California, and as if drafted by both of the parties hereto. 5.4 Successors and Assigns: Subject to the provisions of Sections 2 . 3 and 4 .5 hereinabove, this Agreement, and all of the covenants, terms and conditions hereof, shall be binding upon, and inure to the benefit of, CVWA, Consultant, and their respective successors and assigns. IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above. CAPISTRANO VALLEY WASTEWATER AUTHORITY By President By Secretary Dennis A. Erdman 8/131/012483-0001/024 -7- 1R RETAINER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, entered into as of July 19 , 1988, by and between the CAPISTRANO VALLEY WASTEWATER AUTHORITY, a joint powers agency, organized and operating pursuant to the provisions of Government Code Section 6500, et seq, (hereinafter, "CVWA") and HYA CONSULTING ENGINEERS (hereinafter, "Consultant") . RECITALS A. CVWA requires the services of an Engineer for the Authority, and desires to retain, Consultant to serve as the Engineer for the CVWA. B. By virtue of Consultant's expertise and background, Consultant is qualified to perform such services for and on behalf of CVWA. C. CVWA and Consultant mutually desire to enter into this Agreement for the provision of services by Consultant on behalf of CVWA for the 1.988/1989 fiscal year. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, CVWA and Consultant mutually agree as follows: SECTION ONE: RETENTION OF CONSULTANT AND TERM OF AGREEMENT 1. 1 CVWA hereby retains Consultant, and Consultant accepts this retainer from CVWA, for a period of one (1) year commencing as of July 1, 1988 , to perform professional engineering and related services for and on behalf of CVWA. 1.2 By mutual agreement of CVWA and Consultant, the term of this Agreement may be extended by increments of one (1) year, subject to the terms and conditions set forth herein. 1. 3 Notwithstanding Sections 1. 1 and 2. 1 hereinabove, either CVWA or Consultant may, at its sole discretion, terminate this Agreement with or without cause at any time upon thirty (30) days written notice to Consultant. 1. 4 In the event of termination, all finished or unfinished data, studies, analyses, maps, plans, records, books, reports and other items prepared by Consultant for or on behalf of CVWA shall become the property of CVWA, and Consultant shall promptly deliver such items to CVWA. CVWA shall pay Consultant for all authorized services performed up to the date of termination. SECTION TWO: DUTIES OF CONSULTANT 2 . 1 Consultant shall perform all services requested by CVWA in a timely, competent and professional. manner. -2- 2 . 2 Consultant shall not perform tasks or services without obtaining prior approval from the Board of Directors or Manager of CVWA. 2 . 3 Consultant shall not subcontract the performance of any of its tasks or services under this Agreement without the prior written consent of CVWA. 2 .4 All data, studies, analyses, maps, plans, records, books, reports and other items prepared or obtained by Consultant under the terms of this Agreement shall be delivered to, and become the property of, the CVWA, without restriction or limitation upon their use; provided, however, that Consultant shall not be responsible for any use by CVWA of such data, studies, analyses, maps, plans, records, books, reports or other items for uses or purposes other than for which they were prepared by Consultant. 2 . 5 Consultant agrees that the following person or persons shall perform the services of Consultant as set forth in this Agreement: MICHAEL G. HOOVER Consultant shall not alter the assignment of the above- designated person or persons with out the prior approval of the Manager of CVWA. -3- SECTION THREE: COMPENSATION TO CONSULTANT 3 . 1 CVWA shall pay to Consultant for the performance of any tasks and services requested by CVWA compensation in accordance with the fee schedule attached hereto as Exhibit "A" and incorporated herein by this reference. 3 .2 Consultant shall invoice CVWA on a monthly basis for all work performed by Consultant for or on behalf of CVWA. Invoices shall include billing for all charges, including direct costs incurred by Consultant, during the month covered by the invoice. All charges shall describe in detail the services rendered, and shall state the date on which specific services were performed, the number of hours worked, and the hourly rates in conformance with the fee schedule attached hereto as Exhibit "A" . Upon determination by the Manager of CVWA that the invoice is in order and that Consultant has performed all requested or required services in a timely and competent manner, CVWA shall pay such invoices within thirty (30) calendar days of their receipt by CVWA. 3 . 3 Consultant shall maintain records on all services for and charges to CVWA for a period of not less than twenty-four (24) months after the completion of each task or service, and make such records available for review and audit if requested by CVWA. -4- SECTION FOUR: LEGAL RESPONSIBILITIES 4 . 1 Consultant shall keep fully informed of all Federal and State laws and regional, county and municipal ordinances and regulations which in any manner affect those employed by Consultant or the performance by Consultant of any tasks or services for or on behalf of CVWA. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be responsible for the compliance of all work performed by Consultant for CVWA with all applicable laws, ordinances and regulations. 4 . 2 Consultant shall not discriminate against any employee or applicant for employment because of race, religion, sex, age, marital status or national origin. 4 . 3 Consultant is retained as an independent contractor only, for the sole purpose of rendering those professional accounting services described in Recital "A" hereinabove or otherwise requested by CVWA, and is not an employee of CVWA. 4 .4 Except as CVWA may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of CVWA in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, to bind CVWA to any obligation without the prior written consent of CVWA. 4. 5 Consultant shall indemnify and hold CVWA, its officers, directors and employees harmless from and against any and all actions, claims, demands, judgments, attorneys's fees, costs, damage to person or property, penalties, -5- obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the willful or negligent acts, errors or omissions of Consultant, its employees, agents, representatives or subcontractors in the performance of any tasks or services for or on behalf of CVWA. In connection therewith, Consultant shall defend any action or actions filed in connection with any such claimed damage, injury, penalty, obligation or liability, and shall pay all expenses and costs, including attorney's fees, incurred therewith. In the event CVWA or any officer, director or employee of CVWA is made a party to any action or proceeding filed or prosecuted for any such claimed damage, injury, penalty, obligation or liability, Consultant shall defend CVWA and pay to CVWA any and all costs and expenses incurred by CVWA in such action or proceeding, together with reasonable attorney's fees. 4. 6 Consultant shall not assign or otherwise transfer the rights and obligations under this Agreement without the prior written consent of the Board of Directors of CVWA; and any such assignment or other transfer without such consent shall be void. 4.7 In the event an action is commenced by one party to this Agreement against the other to enforce any of the rights or obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover -6- all statutory costs, together with reasonable attorney's fees. SECTION FIVE: INSURANCE 5. 1 Consultant shall not commence services under this Agreement until Consultant has obtained all insurance required hereunder. Consultant shall take out and maintain at all times during the term of this Agreement the following policies of insurance: (a) Worker's Compensation Insurance to cover its employees as required by, and as will protect CVWA from, any and all claims under the Worker' Compensation laws. (b) Public Liability Insurance for bodily injury, death, and property damage which may arise from the negligent acts and omissions of Consultant, its employees and representatives, while performing services under this Agreement, in the following minimum amounts of coverage: $500, 000 - Property Damage; $500, 000 - Injury to One Person, per occurrence; and $1, 000, 000 - Injury to More than One Person, per occurrence. (c) Professional Liability Insurance to protect CVWA from Consultant's negligent acts, errors and omissions of a professional nature, in a minimum coverage amount of $500, 000. -7- 5. 2 If CVWA so requests, Consultant shall cause CVWA to be named as an additional insured on the insurance policies described in Section 5. 1 hereinabove. SECTION SIX: MISCELLANEOUS 6. 1 Notices: All notices, invoices or other instruments required or permitted to be given under this Agreement shall be served by personal delivery or deposited in a United States mail depository, postage prepaid, and addressed as follows: If to CVWA: Capistrano Valley Wastewater Authority 25752 Victoria Boulevard P.O. Box 2008 Capistrano Beach, California 92624 Attn: Dennis Erdman, Manager If to Consultant: HYA Consulting Engineers 1010 South Baldwin Avenue, Suite B Arcadia, California 91006 Attn: Michael G. Hoover, Principal or such other address as either party may indicate to the other in writing. 6. 2 Integration and Amendment: This Agreement represents the entire understanding of CVWA and Consultant as to the matters contained herein, and supersedes any and all other agreements and understandings, either oral or in writing, between the parties with respect to the retention of Consultant by CVWA. Any modification or amendment of this -8- Agreement shall be effective only if in writing and signed by CVWA and Consultant. 6. 3 Construction: This Agreement shall be construed in accordance with the laws of the State of California, and as if drafted by both of the parties hereto. 6.4 Successors and Assigns: Subject to the provisions of Sections 2 . 3 and 4 . 6 hereinabove, this Agreement, and all of the covenants, terms and conditions hereof, shall be binding upon, and inure to the benefit of, CVWA, Consultant, and their respective successors and assigns. IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above. APPROVED AS TO FORM: CAPISTRANO VALLEY WASTEWATER AUTHORITY RUTAN & TUCKER By By General Counsel President Capistrano Valley Wastewater Authority By Secretary HYA CONSULTING ENGINEERS By Michael G. Hoover, Principal -9- 8/131/012483-0001/022 EXHIBIT "A" [Fee Schedule] MASTER AGREEMENT FOR WASTEWATER TREATMENT PROJECT ENGINEERING, DESIGN AND RELATED SERVICES ENTERED INTO BY AND BETWEEN THE CAPISTRANO VALLEY WASTEWATER AUTHORITY AND PARSONS MUNICIPAL SERVICES, INC. November 1, 1988 CVW-WWF\MSTRTOC. 6 TABLE OF CONTENTS Section P__%e REFERENCES TO DEFINED TERMS iv RECITALS 1 SECTION ONE: SCOPE OF PROJECT SERVICES 4 1. 1 Phase I Services 5 1. 2 Phase II Services 5 1. 3 Phase IIT Services 5 1. 4 Phase IV Services 6 1. 5 Phase V Services 6 SECTION TWO: AUTHORIZATION FOR PROJECT SERVICES 7 2 . 1 Services Agreements 7 2 . 2 Contents of Services Agreements 7 2 . 3 Authority's Discretion Reserved 9 SECTION THREE: PROSECUTION AND PROGRESS 9 3 . 1 Notice to Proceed 9 3 . 2 Changes in Parsons' Personnel 10 3 . 3 Designation of Authority Representative 10 3 . 4 Warranty of Quality 10 3 . 5 Access to Authority's Property and Records 11 3 . 6 Independent Inspection of Services 11 3 . 7 Transmission and Review of Deliverables 12 3 .8 Permits and Entitlements 12 3 . 9 Project to be Designed for Competitive Badding 14 3 . 10 Timeliness of Performance 14 3 . 11 Liquidated Damages and Incentive Bonuses 15 3 . 12 Force Majeure 15 3 . 13 Cooperation with Adjacent Land Uses 16 3 . 14 Authority's Consideration of Parsons ' Recommendations 16 i SECTION FOUR: CHANGES IN SERVICES 18 4 . 1 Changed and Additional Services 18 4. 2 Changes Initiated by the Authority 19 4 . 3 Changes Initiated by Parsons 19 4. 4 Notification of Increases in Estimated Construction Costs 19 4 . 5 Changes Resulting from Negligent Services 21 SECTION FIVE: COMPENSATION TO PARSONS 21 5. 1 Methods of Compensation 21 5. 2 Contents of Invoices 23 5. 3 Review and Payment of Invoices 25 5.4 Notification of Potential Cost Overruns 26 5. 5 Maintenance and Inspection of Parsons ' Records 27 5. 6 Audit of Parsons' Records 27 5. 7 Correction of Overpayments 28 5.8 Authority's Responsibility for Payment for Parsons ' Services 28 5.9 Parsons ' Rights Upon Nonpayment by the Authority 29 SECTION SIX: LEGAL RELATIONS AND RESPONSIBILITIES 30 6. 1 Parsons as Independent Contractor 30 6. 2 Prohibition Against Assignment 30 6. 3 Authority's Approval of Subcontractors 32 6.4 Compliance with Laws 32 6. 5 Compliance with IRCA 33 6. 6 Discrimination Prohibited 33 6.7 Conflict of Interest Prohibited 33 6. 8 Patent Indemnity 34 6. 9 Authority's Ownership of Work Product 36 6. 10 Suspension of Services 36 6 . 11 Termination of Services Without Cause 39 6. 12 Termination of Services For Cause 40 6 . 13 Enforcement of Rights Under Agreement 41 SECTION SEVEN: INSURANCE AND INDEMNIFICATION 42 7. 1 Requirement of Insurance 42 7 . 2 Types of Insurance Required 42 7 . 3 Indemnification by Parsons 46 7 . 4 Indemnification by Authority 48 7 .5 Consequential Damages 49 ii SECTION EIGHT: MISCELLANEOUS 49 8 . 1 Notices 49 8. 2 Warranty of Authority 50 8 . 3 Waiver of Breach 51 8.4 Order of Precedence 51 8 . 5 Integration, Construction and Amendment 52 8. 6 Headings 52 8 . 7 Successors 53 EXHIBITS Authority's RFP Exhibit "A" Parsons ' Proposal Exhibit "B" iii. REFERENCES To DEFINED TERMS Term A e Authority Authority Representative I 10 Budget 8 Equipment 34 Fee Schedule 9 Master Agreement I Organizational Chart 8 Parsons Phase I Services 1 Phase II Services 5 Phase III Services 5 Phase IV Services 5 Phase V Services 6 Project 6 Project Facilities 2 Project Permits 2 Project Services 12 Proposal 3 2 RFP 2 Schedule of Work Scope of Work 8 Services Agreement 8 7 Task 8 1v CVW-W'4F\MSTRAGRE. 6 MASTER AGREEMENT FOR WASTEWATER TREATMENT PROJECT ENGINEERING, DESIGN AND RELATED SERVICES THIS MASTER AGREEMENT FOR PROJECT ENGINEERING, DESIGN AND RELATED SERVICES (hereinafter, the "Master Agreement") is entered into as of November 1, 1988 by and between the CAPISTRANO VALLEY WASTEWATER AUTHORITY, a governmental entity formed pursuant to the provisions of California Government Code Section 6500, et seq. , and operating under that certain written agreement entitled "JOINT EXERCISE OF POWERS AGREEMENT, " entered into as of April 5, 1988 by and between the CAPISTRANO BEACH SANITARY DISTRICT and the CITY OF SAN JUAN CAPISTRANO (hereinafter referred to as the "Authority") , and PARSONS MUNICIPAL SERVICES, INC. , a California corporation, (hereinafter referred to as "Parsons") . R E C I T A L S A. The Authority is a joint exercise of powers authority created for the purposes, among others, of planning for, constructing and operating a wastewater treatment facility to serve the wastewater treatment and disposal needs of its member agencies and the residents and wastewater generators within their respective boundaries. B. Parsons is a wholly owned subsidiary of The Parsons Corporation. Parsons provides, through itself and its affiliates, multi.--disciplinary engineering, construction and operations services, and has extensive experience and expertise in the engineering, design, management of construction, construction, operation and maintenance of, and project financing for, wastewater treatment facilities. C. The Authority issued a Request for Proposals on July 5, 1988, a copy of which is attached hereto as Exhibit "A" but not made a part hereof (hereinafter, the "RFP") , seeking proposals from qualified entities for the engineering, design, construction management, and possibly construction, operation and maintenance of, and project financing assistance for, a wastewater treatment facility on land to be acquired by the Authority in Capistrano Beach, California, which wastewater treatment facility will provide preliminary, primary and secondary wastewater treatment with a rated average daily dry weather flow capacity of approximately six million three hundred thousand (6, 300, 000) gallons per day (the engineering, design, construction, construction management, operation and maintenance of, and project financing assistance for, the above described wastewater treatment facility is hereinafter referred to as "the Project, " and the above-described wastewater treatment facility is hereinafter referred to as the "Project Facilities") . D. On or about August 9, 1988, Parsons submitted its written proposal in response to the RFP, which written proposal was supplemented by a Letter Addendum dated October 11, 1988 (such written proposal and addendum are hereinafter collectively referred to as the "Proposal, " and a copy of the Proposal is 2 attached hereto as Exhibit "B" and incorporated herein by this reference) . The parties mutually understand and agree that the Proposal contains numerous alternatives relating to the Project, and that the preferred alternatives will be selected after review and analysis and incorporated in specific Services Agreements. The Proposal will be referred to by the parties in good faith to guide in the preparation of the various Services Agreements to be entered into between the parties. E. After reviewing all of the proposals submitted in response to the RFP, and conducting interviews with selected proposers on August 30, 1988, the Board of Directors of the Authority determined on August 30, 1988 that the Proposal submitted by Parsons was the most responsive to the RFP, and authorized further negotiations with Parsons for the execution of an Agreement for the provision of engineering, design, construction management under either a conventional or fast-track engineer/contractor approach, and possibly construction, operations and maintenance and project financing assistance with respect to the Project (such services are hereinafter referred to as "Project Services") . F. The Authority and Parsons mutually desire to enter into this Master Agreement, setting forth the contractual framework by which Parsons may perform engineering, design, construction management, and possibly construction, operation and maintenance and project financing assistance with respect to the Project. 3 EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, the parties hereto mutually agree as follows: SECTION ONE: SCOPE OF PROJECT SERVICES The Project Services potentially included within the scope of this Master Agreement include, but are not limited to, preliminary engineering services as set forth in Paragraph 1. 1 (hereinafter, the "Phase I Services") , design engineering services as set forth in Paragraph 1. 2 (hereinafter, the "Phase II Services") , construction management and coordination services as set forth in Paragraph 1. 3 (hereinafter, the "Phase III Services") , construction of the Project Facilities under either a conventional or fast track engineer/contractor approach as set forth in Paragraph 1. 4 (hereinafter, the "Phase IV Services") , Project Facilities operation and maintenance services as set forth in Paragraph 1.5 (hereinafter, the "Phase V Services") , and project financing assistance as may be agreed between the parties. The parties hereto expressly understand and agree that this Master Agreement does not itself authorize the performance by Parsons of any of the Project Services, and that the authorization to perform any or all of the Project Services shall only be granted by the execution of Services Agreements in accordance with Section Two hereinbelow. 4 1. 1 Phase I Services: The Phase I Services shall comprise preliminary Project engineering services culminating in an approximately ten percent (10%) design of the Project Facilities, based upon a treatment process which will reliably and cost effectively provide the wastewater with the required treatment to meet discharge requirements imposed on the Project. 1. 2 Phase II Services: The Phase II Services shall comprise design engineering culminating in the development of final plans and specifications for the proposed Project Facilities, or the commencement of fast track design and construction services as described in Section 4 of Exhibit "B, " and related permitting services. 1. 3 Phase TTI Services: The Phase III Services shall include responsibility for all construction management and resident engineering of the Project Facilities to assist the Authority in achieving completion of the construction in compliance with the approved plans and specifications and within the time schedule and construction budget established by the Authority. The Authority shall have full access to the site of the construction of the Project Facilities at all times during its construction to observe construction and review compliance with the approved plans and specifications. As part of the Phase III Services, project record drawings and a complete operations and maintenance manual for the Project Facilities shall be prepared. 5 1. 4 Phase IV Services: The Phase IV Services comprise the actual construction of the Project Facilities in compliance with the approved plans and specifications therefor. In this regard, Parsons expressly acknowledges and understands that the Authority shall solicit competitive construction bids from Parsons and other selected responsible contractors familiar with and experienced in the construction, operation and maintenance of wastewater facilities, and that the contract for the construction of the Project Facilities shall be awarded to the lowest responsible bidder as determined by the Board of Directors of the Authority, or as otherwise provided in Section 4 of Exhibit "B" . Parsons will be awarded the construction contract if the Authority determines that the bid submitted by Parsons is the lowest responsible bid for the construction of the Project Facilities. The Phase IV Services shall not be considered completed until the Board of Directors of the Authority formally accepts the construction of the Project Facilities as complete. 1. 5 Phase V Services: The Phase V Services include the responsibility for the operation and maintenance of the completed Project Facilities for a period of up to five (5) years from the date of the Authority's formal acceptance of the Project Facilities as complete. The consideration to be paid by the Authority for the Phase V Services shall be based upon the cost of treatment and disposal of the wastewater delivered to the Project Facilities, at a fixed price or prices per unit volume, as agreed to between the parties, or as otherwise provided in the 6 specific Services Agreement entered into between the parties relating to the operation and maintenance of the Project Facilities. Parsons expressly understands and acknowledges that, during the period of the Phase V Services, the Authority shall have the option to negotiate with Parsons for a change order for Parsons' assistance to the Authority in procuring the Authority's own operations and maintenance staff, and for training of such staff. SECTION TWO: AUTHORIZATION FOR PROJECT SERVICES 2 . 1 Services„ Agreements: The Authority shall authorize the performance of each Phase of the Project Services by the approval and execution of a separate agreement for each such Phase (hereinafter, the "Services Agreement") . Parsons shall not commence the performance of any work or services under any Phase of the Project Services unless or until a Services Agreement has been executed by and between the Authority and Parsons for such Phase, and the Authority has issued to Parsons a written notice to proceed with work under such Phase. 2 . 2 Contents of Services A regiments: Each Services Agreement to be entered into between the Authority and Parsons for a Phase of the Project Services shall incorporate by reference the terms, conditions and provisions of this Master Agreement, and, unless otherwise modified by specific Services Agreements, shall include, but not be limited to, the following: 7 2 . 2 . 1 A detailed "Scope of Work, " subdividing the Project Services to be performed under the Service Agreement into discrete components (hereinafter, the "Tasks") . The Scope of Work shall specify, for each Task, the services to be performed, the product (if any) to be furnished to the Authority upon completion of the Task, and the budgeted cost of each such Task. 2. 2 .2 A detailed "Schedule of Work, " correlated to the Scope of Work. The Schedule of Work shall indicate both the date of commencement and completion of all of the services to be performed under the Services Agreement, the completion date for the performance of each Task to be specified in the Scope of Work, and the period of time and/or completion date by which the Authority must complete its review of submittals and other work product transmitted by Parsons. 2 . 2 . 3 An "Organizational Chart, " identifying and designating the individuals employed by or under contract to Parsons who shall be responsible for the various Tasks to be performed under the Services Agreement, including but not limited to Parsons ' Principal in Charge, Project Manager or Project Engineer, and all subcontractors performing principal portions of the work under the Services Agreement. 2 . 2 .4 A "Budget" for the services to be performed under the Services Agreement, which shall include a total cost limitation consistent with the aggregation of costs contained in the Scope of Work, and the compensation to be 8 paid to Parsons and principal subcontractors and suppliers for the performance of each Task in the Scope of Work. 2 . 2 .5 A "Fee Schedule" setting forth the hourly or unit rates or lump sum amounts to be paid by the Authority for the performance of services by Parsons' employees, principal subcontractors and suppliers, or other such method of compensation established in the Services Agreements. 2 . 3 Authority's Discretion Reserved: Notwithstanding any other provision of this Master Agreement or any Services Agreement to be entered into between the Authority and Parsons, the Board of Directors of the Authority at all times reserves to itself the sole discretion whether to enter into any Services Agreements with Parsons, whether to negotiate with any other engineer or contractor for the performance of any of the Phases of Services described in Section One hereinabove, to terminate any Services Agreement and/or this Master Agreement in accordance with Paragraphs 6. 11 or 6. 12 below, to abandon this Project, and to make determinations with regard to the Project and Project Services in the best interests of the Authority. The parties recognize that warranties and binding estimates that may be provided by Parsons may be contingent upon the award to and performance by Parsons of subsequent Phases of the Project. SECTION THREE: PROSECUTION AND PROGRESS 3 . 1 Notice to Proceed: Parsons shall not commence the performance of any Tasks pursuant to any Services Agreement 9 executed by the Authority and Parsons hereunder until directed in writing by the Authority to proceed with such Task. Parsons shall perform the Tasks set forth in each Services Agreement hereunder in accordance with the Schedule of Work in each such Services Agreement. 3 . 2 Changes in Parsons' Personnel: Parsons shall not change Parsons' Principal in Charge, Project Manager, Project Engineer, or principal subcontractors designated in the Organizational Chart included within any approved Services Agreement, nor shall Parsons make significant changes in labor arrangements or in any associations in partnerships or joint ventures which are required to accomplish any portion of the Project Services under any Services Agreement, without the prior written consent of the Authority. 3 . 3 Desi nation of Authorit Re resentative: The Authority shall designate an "Authority Representative" to administer and act as the representative of the Authority under each Services Agreement entered into between the Authority and Parsons hereunder, and shall provide written notice to Parsons of the designation or change of any Authority Representative. 3 .4 Warrant of ualit : Parsons expressly declares and warrants that all Tasks and Project Services to be rendered to the Authority by Parsons pursuant to this Master Agreement and all Services Agreements executed hereunder shall be performed in accordance with the standards customarily provided by an experienced and competent professional engineering organization 10 rendering the same or similar services in accordance with industry standards in the Southern California area. Where approval by the Authority, its Board of Directors, Authority Representative or any other representative of the Authority is indicated under this Master Agreement or any Services Agreement executed hereunder, it is understood to be conceptual approval only, and does not relieve Parsons of its responsibility for complying with all laws, codes and industry standards or of Parsons ' liability for damages caused by errors, omissions or non-compliance with industry standards on the part of Parsons or any of its subcontractors performing Project Services. 3 .5 Access to Authorit 's PropertyErgperty and Records: The Authority shall allow Parsons access at all reasonable times to all Authority facilities, lands, rights of way and easements, and to all maps, studies, and other data and documents in the possession of the Authority which are necessary in the performance of any Project Services by Parsons. Parsons shall be responsible for actual research and out-of-pocket costs for reproducing any maps, improvement drawings, reproductions, or any other records or documents necessary for the performance of any Project Services, and shall be reimbursed for such costs by the Authority pursuant to Section Five hereinbelow. 3 . 6 Independent Inspection of Services: The Authority reserves the right, in its sole discretion, to employ, at its own expense, any or all consultants, engineers, estimators, inspectors, testing laboratories or other personnel as it deems 11 necessary to review the Project Services performed by Parsons on behalf of the Authority. 3 .7 Transmission and Review of Deliverables: Parsons shall transmit to the Authority for its review all submittals and documentation required under any Services Agreements in a timely manner as defined in each Services Agreement and in accordance with the Schedule of Work established in any such Services Agreement. Unless otherwise directed in writing by the Authority Representative, no submittal shall be transmitted to the Authority for its review and comments unless such submittal is complete. The Authority shall timely review and comment upon all documents and submittals transmitted to it by Parsons; and the Authority shall provide Parsons with written comments on and notifications of approval with respect to all submittals or documents transmitted to the Authority by Parsons in connection with any Project Services. Any delay in the timely review by the Authority shall be reflected in a commensurate extension of the period of performance by Parsons as specified in the Services Agreement. 3 . 8 Permits and Entitlements: All permits, entitlement and approvals required by any Federal, State or local governmental agency for the construction or operation of the Project Facilities (hereinafter, the "Project Permits") shall be in the name of the Authority, and Parsons shall serve as the agent of the Authority for the preparation and submittal of all 12 applications for and all supporting documentation relating to such Project Permits. In this regard: 3 . 8 . 1 Parsons shall submit to the Authority for its timely review and approval all applications, submittals and supporting documentation relating to all Project Permits prior to their transmittal to the governmental agency or entity having jurisdiction over the Project Permit; and Parsons shall provide the Authority with copies of all correspondence relating to the Project Permits in a timely manner. 3 .8. 2 Parsons shall apply for and process the Project Permits in an expeditious and timely manner. 3.8. 3 The Authority shall provide assistance to Parsons in the application for and processing of the Project Permits when necessary or as desired by the Authority; provided, however, that the parties mutually understand that Parsons has the principal and primary responsibility for obtaining issuance of all Project Permits, and that the cost of such Project Permits shall be borne by the Authority. 3 . 8.4 Parsons shall provide the Authority with reasonable advance notice of all conferences or meetings relating to all Project Permits which are conducted with or attended by the governmental agencies or entities having jurisdiction over such Project Permits; and the Authority shall have the right, but shall not be required, to attend any such conferences or meetings unless the attendance of the 13 Authority is required by the agency issuing the permit or approval.. 3 .8 . 5 The parties mutually acknowledge and understand that Parsons cannot ensure the issuance of any permit or approval, or the nature or extent of conditions to such permits or approvals, but Parsons shall use its best efforts to obtain those permits and approvals that may be required for the construction and operation of the Project. 3 .9 Project to be Designed for Competitive Bidding: Parsons shall prepare all proposed treatment processes, plans and specifications required or recommended under this Master Agreement or any Services Agreement executed hereunder to allow for competitive bidding for construction. 3 . 10 Timeliness of Performance: Parsons expressly understands and acknowledges that time is of the essence in this Master Agreement and in each and every Services Agreement to be executed between the parties hereunder. Parsons shall proceed with the performance of each Task under each Services Agreement immediately after receiving written notice from the Authority to proceed with such Task, and shall diligently proceed with the performance of such Task and complete each Task within the time set forth in the Schedule of Work contained in the applicable Services Agreement. Parsons shall notify the Authority, in writing, immediately upon discovering any potential event or circumstance which, in Parsons' best judgment as professional engineers, will likely result in a delayed completion of any Task 14 to be performed by Parsons, and Parsons shall provide in such notice both a time estimate for such delay and a full description and explanation for the delay. 3 . 11 Li uidated Damages and Incentive Bonuses: It is presently contemplated that neither liquidated damages nor incentive bonus payments will be assessed or awarded in any of the Phases of Project Services. However, in the event that the Authority is required by a duly constituted court, tribunal or regulatory authority to comply with specific performance dates or be subject to fines or penalties, then the parties will negotiate in good faith to establish appropriate liquidated damages and incentive bonuses based upon the schedules that then exist, or may be approved by the parties, in any Services Agreement(s) . 3 . 12 Force Majeure. If delays in the performance of Project Services or any Task or Tasks under a Services Agreement are caused by unforeseen events beyond the reasonable control of Parsons, the Authority shall grant Parsons a commensurate extension of time and shall not assess damages for such delays. For the purposes of this Paragraph 3 . 12, such delays shall include, but not be limited to, war, labor disputes, strikes, governmental acts, acts of the Authority, acts of God, fires, floods, adverse weather necessitating cessation of work, restrictions imposed by law or by rule, regulation or order of governmental authority, inability to obtain material, equipment or labor, any other cause which is beyond the reasonable control of Parsons, or changes in the scope of services required by the 15 Authority and approved pursuant to Section Four. Parsons shall, within ten (10) days from the beginning of any such delay, notify the Authority in writing of the cause of the delay and set forth in detail its justification for an extension and additional compensation, if any. The Authority shall ascertain the facts and extent of the delay and shall grant an extension of time for the completion of the Task or the Services Agreement if the Authority determines from Parsons' notice and other available information that an extension is justified. The parties shall in good faith negotiate to determine the amount of time granted as an extension, and the additional compensation, if any. 3 . 13 Coo eration with Adjacent Land Uses: The parties acknowledge and understand that the Project Facilities will be constructed on land adjacent to lands owned by the Capistrano Beach Sanitary District, which adjacent lands are intended to be developed and used by the Capistrano Beach Sanitary District by itself or its lessees for purposes which may not be related to the Project. The parties further acknowledge and understand that the access to the proposed site of the Project will be shared by the Capistrano Beach Sanitary District and/or its lessees for their development and use of the lands adjacent to the proposed site of the Project Facilities. 3 . 14 Authority's- Consideration of Parsons' Recommendations: From time to time, whenever Parsons deems it appropriate in its best judgment as professional engineers, Parsons shall submit written recommendations to the Authority regarding aspects of the 16 Project, or proposed modifications to any aspect of the Project, which in the best judgment of Parsons must be accepted by the Authority and implemented in order either to satisfy legal requirements and/or the goals set by the Authority for the performance of the Project Facilities, or to ensure the construction and operation of the Project Facilities in accordance with the budget or design criteria adopted by the Authority, or the cost and/or performance guarantees provided by Parsons. The Authority shall consider each such recommendation in good faith and timely make a written determination with respect to each such recommendation, which written determination shall be transmitted to Parsons. In the event that the Authority determines either not to accept or to modify any such recommendation, and it is the opinion of Parsons that such determination will have a significant adverse effect upon the cost of design, construction or operation and maintenance, the treatment capacity or the performance of the Project Facilities, or the ability of the Project Facilities to perform in accordance with legal requirements or the goals adopted by the Authority, then Parsons shall timely transmit written notice to the Authority, referencing this Paragraph of this Master Agreement and setting forth in reasonable detail Parsons ' opinion, based upon its best judgment, of the consequences of the Authority's determ` ::..tion with regard to the anticipated cost or performance of the Project Facilities, and requesting that the Authority reconsider such determination. In the event that Parsons tamely 17 transmits such written notice and the Authority does not reconsider and adopt Parsons ' initial recommendation, then Parsons shall not be responsible for the consequences of the Authority's determination; and, in the event that the Authority's failure or refusal to reconsider and adopt Parsons ' recommendation results in increased time or cost with respect to the design or construction of the Project Facilities, the parties shall negotiate in good faith regarding an increase to the Budget or Schedule of Work, as appropriate, in the applicable Services Agreement. SECTION FOUR: CHANGES IN SERVICES 4 . 1 Canq_ Additional Services: The parties mutually Pd and „ acknowledge and agree that additional professional services may be required of Parsons which, due to the lack of firm definition of the scope and limits of the Project as of the date of this Master Agreement or any Services Agreement to be entered into hereunder, cannot be identified with precision. Because the need for these additional services cannot be established as of the date of this Master Agreement or any Services Agreement hereunder, such services shall not be undertaken without specific definition and written authorization by the Authority, in the form of a change order, an amendment to a Services Agreement, or a separate Services Agreement. Parsons shall be paid for such additional services as agreed by Parsons and the Authority, and such payment shall be either for a lump sum or on a time and 18 material basis with a cost limitation. Services performed on a time and materials basis shall be based on the Fee Schedule included in the applicable Services Agreement. 4 .2 Changes Initiated by the Authority: The Authority may order changes to any Task specified in the Scope of Services under any Services Agreement by altering, adding to or deducting from the Task to be performed. if any such change results in an increase or decrease in Parsons' cost of, or the time required for, the performance of any such Task, the Services Agreement shall be amended after negotiation to reflect such adjustment, based upon the Schedule of Work and/or the Fee Schedule included in such Services Agreement. 4 . 3 Chan es Initiated by Parsons: Parsons shall provide written notice to the Authority Representative regarding any pending change to the Scope of Services in any Services Agreement immediately upon Parsons' discovery of any facts, events or circumstances necessitating such change. The Authority shall thereupon review such pending changes and, if the pending changes are determined to be appropriate under the circumstances, the Authority shall approve an amendment to the Services Agreement reflecting such change and making any adjustment in the Budget or completion date therefor as may be agreed upon by the parties. 4. 4 Notification of Increases in Estimated Construction Costs: if, at any time prior to the approval by the Board of Directors of the Authority of the final plans and specifications for the construction of the Project Facilities, Parsons 19 determines that the total construction cost will exceed the Project Facilities construction estimate to be prepared by Parsons and accepted by the Authority as part of the Phase T or Phase IT Services, it shall so notify the Authority in writing, and include in such notification an itemized cost estimate and a list of possible revisions and modifications to the Project that Parsons recommends for bringing the cost of constructing the Project Facilities within the above-described construction cost estimate. Upon receipt of such notification, the Board of Directors of the Authority shall have the discretion either to modify its authorized budget for the Project and/or to modify the design of the Project in accordance with Parsons' recommendations so as to bring the construction costs within the accepted construction cost estimate, to otherwise modify the Project or the design or capacity of the Project Facilities, or to abandon the Project. Any modification to the Project or the design or capacity of the Project Facilities shall be approved by the Board of Directors of the Authority as an amendment to a Services Agreement issued hereunder; and, in the event that such modifications alter the amount of time or cost to Parsons in preparing such modifications, such amendment shall also include appropriate adjustments to the Schedule of Work and the Budget of the applicable Services Agreement. Such amendments and adjustments in compensation and schedule shall be subject to good faith negotiations by the parties. 20 4 . 5 Changes Resulting from Negligent Services: Parsons shall perform but shall not be paid for any additional or changed Tasks or Project Services to the extent such Tasks or Services result from negligent acts or omissions of Parsons in the performance of any Project Services under this Master Agreement or any Tasks under any Services Agreement hereunder. SECTION FIVE: COMPENSATION TO PARSONS 5 . 1 Methods of Compensation: The Authority shall compensate Parsons on a progress payment basis for all labor, direct costs and expenses, supplies, equipment and subcontract services incurred by Parsons in performing ' Project Services under each Services Agreement, subject to the cost limitation in such Services Agreement, which may be provided on either a lump sum or time and expense basis, as follows: 5. 1. 1 ,Lump Sum: The Authority shall pay Parsons a lump sum for the work performed. Monthly payments shall be made based on the percentage of the work completed during the month, as certified by Parsons in monthly invoices, and such payments shall be made within forty-five (45) days of the date of the submission of such invoices by Parsons to the Authority. 5. 1.2 Time and Expense: 5. 1.2 . 1 The Authority shall pay Parsons for all labor .incurred in the performance of Project Services under each Services Agreement according to the total number 21 of hours billed by Parsons for services rendered for each Task specified in the Scope of Work in such Services Agreement, multiplied by the applicable compensation rates as set forth in the Fee Schedule in such Services Agreement. All payments for labor incurred in performing a Task shall be subject to the cost limitation for each such Task as set forth in the Budget in the Services Agreement; provided, however, that the Authority may authorize reallocation of savings realized with respect to a particular Task specified in the Scope of Work under a Services Agreement for cost overruns in another Task or Tasks under the same Scope of Work. 5. 1.2 . 2 The Authority shall pay Parsons for all direct costs and expenses actually incurred in connection with the performance of a Task specified in the Scope of Work in accordance with its Fee Schedule in such Services Agreement. 5. 1. 2 . 3 The Authority shall reimburse the Parsons for the cost of all supplies and equipment actually acquired and used in connection with a Task specified in the Scope of Work under a Services Agreement and included in the Budget in such Services Agreement, in accordance with the costs actually incurred by Parsons, subject to the cost limitation for such material or 22 Piece of equipment as set forth in the Budget of the Services Agreement. 5. 1. 2.4 The Authority shall reimburse Parsons for all subcontract service costs incurred in connection with the performance of a Task specified in the Scope of Work under a services Agreement, in accordance with invoices for services rendered for such Task specified in the scope of Work in such Services Agreement, plus any administrative charges that may be negotiated between the Authority and Parsons, and set forth in such Services Agreement. 5.2 Contents of Invoices: As a precondition to payment under this Master Agreement and any Services Agreement executed hereunder, Parsons shall submit to the Authority, on a monthly basis during the term of a services Agreement, both separate invoices reflecting the services performed in connection with each Task set forth in the Scope of Work under the Services Agreement, and a summary sheet aggregating the charges billed in each of the separate invoices submitted that month. 5. 2 . 1 A separate invoice shall be submitted for each Task set forth in the Scope of Work in such Services Agreement on which Parsons has performed services during the preceding month. Each such invoice shall set forth for the previous month: (a) a detailed itemization of the total number of Parsons ' labor hours incurred in performing work in 23 connection with the Task, and correlating the total hours worked by each Parsons employee with the Fee Schedule and a summary of progress in completing such Task; (b) a detailed itemization of the direct costs and expenses incurred by Parsons in performing services in connection with the Task; (c) a detailed itemization of the cost of all supplies and equipment used by Parsons in connection with the Task; (d) a statement of the costs paid by Parsons for subcontract services in connection with the Task during the preceding month, together with a copy of the invoice from each such subcontractor; (e) a description of any reallocations approved by the Authority as set forth in Paragraph 5. 1. 1; and (f) a statement of the percentage of the Task completed as of the date of the invoice and the amount payable, the total charges billed by Parsons to the Authority in connection with the Task, and the total charges paid to date by the Authority to Parsons in connection with the Task. Parsons shall include with each invoice for lump sum payment appropriate documentation to enable the Authority to verify the stated percentage of the Task completed by Parsons as of the date of the invoice. 24 5. 2 . 2 Parsons shall include with the monthly Task invoices as set forth in Paragraph 5. 2 . 2 a summary sheet listing, for each invoice transmitted therewith: (a) the. Task number designation as set forth in the Scope of Work; (b) the total amount of the charges included in the invoice; (c) the percentage of the Task completed by Parsons as of the date of the invoice; (d) the amounts billed by Parsons in connection with such Task as of the date of the invoice; and (e) the amounts paid by the Authority in connection with such Task as of the date of the invoice. The summary sheet shall also include the total amount of charges billed by Parsons to the Authority for all Tasks under the Services Agreement as of the date of the summary sheet, and the total amount of money paid by the Authority to Parsons for all Tasks under the Services Agreement as of the date of the summary sheet. 5. 3 Review and Pa ment of Invoices; The Authority Representative shall review the monthly invoices and summary sheet submitted by Parsons, verify both that the percentages of each Task have been completed as represented by Parsons and that Parsons has performed the Project Services in a satisfactory and timely manner, deduct from the invoices any amounts necessary to cover any stop notices or liens filed in connection with Parsons ' 25 performance of any Project Services, and recommend to the Board of Directors of the Authority whether to pay the invoices, or any appropriate amount thereof. The Board of Directors of the Authority shall consider the payment of the monthly invoices within thirty (30) calendar days of their transmittal to the Authority's Project Manager, and payment in accordance with the determination of the Board of Directors shall be made within fifteen (15) days of the date of such determination. 5.4 Notification of Potential cost Overruns: If, at any time during the term of a Services Agreement, Parsons has reason to believe that the charges or costs which it expects to incur in the performance of any Task specified in the Scope of Work under the Services Agreement during the immediately succeeding sixty (60) days, when added to all costs previously incurred in connection with the performance of that Task, will exceed seventy-five percent (75%) of the cost limitation for such Task, then Parsons shall immediately provide written notice to the Authority of such circumstances, provide a justification and an estimate, if any, for the remaining services necessary to complete the Task or the Services Agreement and request an amendment to the Services Agreement, if appropriate. The Authority shall not be obligated to reimburse Parsons for charges or costs incurred in excess of the cost limitation in a Services Agreement unless and until the Authority has notified Parsons in writing that such additional charges or costs are authorized, and 26 such authorization shall be within the sole discretion of the Authority. 5. 5 Maintenance and Inspection of Parsons ' . Records: For and during the term of this Master Agreement, and for a period of three (3) years thereafter, Parsons shall maintain full, true and accurate books, records, accountings, documents and other evidence sufficient to document all significant Project Services performed, all charges and costs billed, and all actions taken in connection with the Project. At all times during the term of this Master Agreement, the Authority shall have the right, upon two (2) business days notice to Parsons, to review and inspect during normal business hours any and all such books, records, accountings, documents and other evidence relating to any Services Agreement executed by the parties hereunder. 5. 6 Audit of Parsons' Records: During the term of this Master Agreement, and for a period of one (1) year thereafter, the Authority shall have the right, at its own expense and upon twenty (20) days written notice to Parsons, to conduct, or cause to be conducted, a full and complete audit of all of the books, records, accountings, documents and other evidence pertaining to Parsons ' services under this Master Agreement and any and all Services Agreements executed hereunder, excluding any services performed on a fixed rate or lump sum basis. In connection with any such audit, Parsons shall fully cooperate with the Authority and/or its representatives, and shall within reason make available at no cost to the Authority or its representatives all 27 employees and independent accountants and auditors who prepared and maintained such books, records, accountings, documents and other evidence for or on behalf of Parsons. To the extent permitted by law, the Authority shall treat all books, records, accountings, documents and other evidence obtained or made available during the course of any such audit as confidential information not subject to disclosure under the California Public Records Act, Government Code Section 6250, et sect; provided, however, that the Authority shall comply with any and all lawful orders, directives, subpoenas or requests for disclosure of such information. 5.7 Correction of Overpayments,: In the event that any inspection, review or audit performed by or on behalf of the Authority discloses that the Authority overpaid for any Project Services, Parsons shall, within thirty (30) days of the date of written notice of such disclosure, reimburse to the Authority the amount of such overpayment(s) . 5.8 Authority's Responsibility for Pa_)Ment for Parsons' Services: Parsons expressly acknowledges and understands that this Agreement is with the Authority alone, and that none of the members of or parties to the Authority shall be liable for any of the sums which may be payable hereunder or for any of the debts of the Authority unless otherwise provided for in any financing documents relating to the Project. It is understood and agreed by both of the parties hereto, however, that the Authority intends to pay Parsons for its services in accordance with the 28 terms and conditions of this Agreement from funds to be derived from any or all of the following sources: State of . California grant or loan funds, Federal grant or other loan funds, transfer of revenue from local sources of the Authority and its members, including but not limited to their enterprise funds and the issuance of debt. 5. 9 Parsons ' Rights T,.Ton Nonpayment by the Authority: In the event any payment due to Parson is not made by the Authority within the time period specified in Paragraph 5. 3 (hereinafter referred to as "overdue payment") , then Parsons shall have the following rights: (a) To add an amount to such overdue payment equal to 0. 00033 times the amount of any overdue payment for each day such payment remains overdue, until paid, or an amount equal to the maximum amount of daily interest allowed by law for each day such payment remains overdue, until paid, whichever is less, or (b) To stop work during any period of overdue payment upon fifteen (15) days written notice to the Authority, or (c) Upon fifteen (15) days additional written notice to the Authority, to terminate this Master Agreement and any Services Agreement related thereto, and recover from the Authority payment for all services rendered by Parsons, pursuant to this Master Agreement and any Services Agreement related thereto, together with any additional costs resulting from Parsons stopping work 29 and terminating such Agreements, including reasonable overhead and profit, as reasonably proven by Parsons, or (d) To exercise any other remedy Parsons may have against the Authority, or (e) To exercise any combination, or all, of the rights specified in subparagraphs (a) , (b) , (c) and (d) , hereinabove. SECTION SIX: LEGAL RELATIONS AND RESPONSIBILITIES 6. 1 Parsons as Independent Contractor: In its conduct of any and all Project Services under this Master Agreement and any Services Agreement executed hereunder, Parsons is engaged solely in the capacity of an independent contractor, and it is expressly understood and agreed that no relationship between the Authority and Parsons other than that of client and independent contractor has been or is intended to be created by this Master Agreement or by any Services Agreement entered into hereunder. This Master Agreement does not constitute, and the parties hereto do not intend it to create, a partnership between the parties hereto, nor a joint venture, nor the relationship of employer and employee or master and servant. Notwithstanding the foregoing, Parsons shall serve as the agent for the Authority for the purpose of facilitating the issuance of Project Permits as set forth in Paragraph 3 .8 above. 6. 2 Prohibition Against Assi nment: Parsons shall not 30 assign, transfer, convey, sublet or otherwise dispose of this Master Agreement, any Services Agreement executed hereunder, or of any of its rights, title or interest in or to the same or any part thereof, without the prior written consent of the Authority; and Parsons shall not assign, by power of attorney or otherwise, any of the monies to become due and payable to Parsons from the Authority by reason of Parsons ' performance of any Project Services under this Master Agreement or any Services Agreement executed hereunder without the prior written consent of the Authority. If Parsons shall attempt to assign, transfer, convey► sublet, or otherwise dispose of this Master Agreement, any Services Agreement executed hereunder, or Parsons' right, title or interest therein, or of any of the monies to become due to Parsons from the performance of any Project Services, without the prior written consent of the Authority, this Master Agreement and any executory Services Agreements hereunder shall immediately become null, void and of no legal effect whatsoever, and Parsons ' rights under such Agreements shall be automatically terminated, revoked and annulled. In the event of any such attempted or purported assignment, transfer, conveyance, subletting, or other disposition of this Master Agreement, any services Agreement hereunder, or of any of Parsons' rights, title or interest therein or of any monies to become due thereunder, the Authority shall have no obligation to pay any such monies due under the Master Agreement or any Services Agreement to any attempted or purported assignee or transferee. Notwithstanding the foregoing, 31 the parties mutually understand and agree that the Services and Tasks may be performed by various subsidiaries or affiliates of Parsons, including but not limited to Engineering Science, Inc. , and Parsons constructors, Inc. 6. 3 Authority's Approval of Subcontractors: Parsons shall not employ any major subcontractors in the performance of its Project Services without the prior written consent of the Authority; provided, however, that the Authority shall be deemed to have consented to any subcontractor listed and identified in any Services Agreement executed by the parties hereunder. Parsons shall be responsible to the Authority for the actions, errors and omissions of all persons and entities performing subcontract services for or on behalf of Parsons. Nothing in this Master Agreement or in any Services Agreement executed hereunder shall create any contractual, employment or agency relationship between the Authority and any subcontractor employed by Parsons, or relieve Parsons of any liability or obligation under this Master Agreement or any Services Agreement hereunder. 6. 4 Compliance with Laws: Parsons shall keep itself fully informed of all existing and future Federal and State laws and all county and local ordinances and regulations which in any manner affect its performance of any Tasks or Project Services under this Master Agreement or under any Services Agreement executed hereunder, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. If any discrepancy or inconsistency is discovered in this Master 32 Agreement, or in any Services Agreement entered into hereunder in relation to any such law, ordinance, regulation, order or decree, Parsons shall immediately report the same to the Authority in writing. Parsons shall at all times observe and comply with all such existing and future laws, ordinances, regulations, orders and decrees. The hereinabove provisions of this Paragraph 6.4 shall be included in all contracts and agreements entered into between Parsons and any of its subcontractors. The Authority shall reimburse Parsons for any additional costs or expenses incurred as a result of compliance with any future changes in laws or regulations affecting the Project. 6. 5 Compliance with ,I,RCA: Parsons shall at all times during the performance of Project Services be in full compliance with the provisions of the Immigration Reform and Control Act of 2986 in the hiring of its employees. 6. 6 Discrimination Prohibited: At all times during the performance of Project Services, Parsons shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, age or national origin. 6. 7 Conflicts of Interest Prohibited: No official of the Authority who is authorized in such capacity and on behalf of the Authority to negotiate, make, accept or approve, or to take part in negotiating, making, accepting or approving this Master Agreement, any Services Agreements executed hereunder, or any consulting, engineering, inspecting, construction, operation and maintenance, or material supply contract or any subcontract in 33 connection with the conduct or performance of the Project, shall become directly or indirectly personally interested in this Master Agreement, any Services Agreement hereunder, or in any part thereof. No officer, employee, consultant, attorney or representative of the Authority who is in any legislative, executive, supervisory, or other similar function in connection with this Master Agreement : any Services Agreement hereunder, or the performance or conduct of the Project, shall become directly or indirectly personally interested in this Master Agreement, any Services Agreement hereunder, or in any part thereof, or in any material supply contract, subcontract, insurance contract, or any other contract pertaining to the Project or the Project Facilities. 6.8 Patent Indemnity 6.8. 1 Parsons shall indemnify and hold harmless the Authority from any claim, real or alleged, of any third party that any equipment, materials, devices or processes (hereinafter referred to as the "Equipment") designed by Parsons and furnished or used under this Master Agreement infringes any patent or copyright of the United States. if the Authority notifies Parsons promptly of the receipt of any claim and reasonably provides Parsons information, assistance and exclusive authority to settle and defend the claim, Parsons shall at its own option and expense either: (i) settle or defend the claim or any suit or proceeding and pay all damages, costs and expenses 34 awarded against the Authority in such suit or proceeding, together with any and all attorneys ' fees incurred by Parsons in the defense of such claim, suit or proceeding, or (ii) procure for the Authority the right to continue using the Equipment, or (iii) modify the Equipment so as to render the Equipment non-infringing without adversely affecting the performance or cost of operation and maintenance of the Project, or (iv) replace the Equipment with non-infringing Equipment without adversely affecting the performance or cost of operation and maintenance of the Project. If, in any suit or proceeding arising from such a claim, the continued use of the Equipment for the purpose intended is forbidden by any court of competent jurisdiction, Parsons shall at its option take one or more of the actions under subparagraphs (i) , (ii) , (iii) or (iv) . The foregoing provisions of this Paragraph 6.8 . 1 sets forth the entire Liability of Parsons for patent and copyright infringement of any Equipment. 6.8.2 Paragraph 6. 8. 1 shall not apply to the use of any Equipment furnished under this Master Agreement in conjunction with any other apparatus or material installed by the Authority or any third party without the consent of Parsons. 35 6. 8 . 3 With respect to any Equipment furnished under this Master Agreement which is not designed, formulated or created by Parsons, only the patent and copyright indemnity of the manufacturer or creator, if any, shall apply. 6. 9 Authority's ownership of Work Product: All data, studies, drawings, calculations, plans, specifications, reports, plats, and other documents prepared by Parsons pursuant to any Task under any Services Agreement executed hereunder shall, upon payment in full for the services in connection with such Task, be furnished to and become the property of the Authority, and the Authority shall have free and unrestricted use thereof; provided, however, that Parsons may keep one (1) record copy of all such documents for its own purposes; and provided, further, that Parsons shall not be responsible for any use by the Authority or its members of such data, studies, drawings, calculations, plans specifications, reports, plats and other documents for uses or purposes other than those for which they were prepared by Parsons. 6. 10 Sus ension of Services 6. 10. 1 Suspension by the Authority: The Authority may, at its sole option and discretion, and by written notice to Parsons, suspend all or any portion of Parsons ' performance of any or all Tasks specified in the Scope of Work under any and all Services Agreements executed hereunder for a period not to exceed one hundred twenty (120) days, within which time the Authority may require compliance by Parsons with 36 all terms and conditions of this Master Agreement and all Service Agreements hereunder, or after which time Parsons may deem the Services Agreement terminated. Notice of suspension shall be delivered to Parsons by registered or certified mail, return receipt requested, and shall set forth with particularity which Tasks or other portions of the Project Services are suspended, and the anticipated duration of the suspension. The suspension notice shall be effective upon its receipt by Parsons. In the event of such suspension, the Authority shall pay to Parsons the reasonable value of the services performed up to the date of the suspension in accordance with the provisions of Sections Four and Five above, together with any additional costs or expenses not previously .included in the Master Agreement or Services Agreements that are incurred as a result of such suspension, and Parsons shall be entitled to an extension of time equal to the length of the suspension, unless the parties mutually agree otherwise in writing. After the Authority lifts the suspension, Parsons shall continue the performance of its services in compliance with the provisions of this Master Agreement and the pending Services Agreements entered into hereunder. 6. 10.2 suspension by Parsons: Parsons m a y , upon discovery of hazardous wastes or toxic substances (as determined by the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and 37 Liability Act, or any other federal, state or local environmental statute, or any amendment thereto, extension thereof, or regulation thereunder) upon the Project site, and by written notice to the Authority, suspend all or any portion of its performance of any or all Tasks specified in the Scope of Work under any and all Services Agreements executed hereunder for a period not to exceed one hundred twenty (120) days, within which time the Authority and Parsons shall meet in a good faith attempt to resolve all of the parties ' concerns relating to such discovery of hazardous wastes or toxic substances. Notice of suspension shall be delivered to the Authority by registered or certified mail, return receipt requested, and shall set forth with particularity both the Tasks or other portions of the Project Services which are suspended, and the reasons therefor. The suspension notice shall be effective upon its receipt by the Authority. In the event of such suspension, the Authority shall pay to Parsons the reasonable value of the services performed up to the date of the suspension in accordance with the provisions of Sections Four and Five above, together with any additional costs or expenses not previously included in this Master Agreement or Services Agreements that are incurred as a result of such suspension, and Parsons shall be entitled to an extension of time equal to the length of suspension, unless the parties mutually agree otherwise in writing. If the concerns set forth in 38 the suspension notice cannot be mutually resolved within the herein provided one hundred twenty (120) day suspension period, this Master Agreement and all applicable. Services Agreements hereunder shall be deemed to be terminated, and the relevant provisions of Paragraph 6. 11 shall apply. 6. 11 Termination of Services Without Cause; The Authority may, at its sole option and discretion, and by written notice to Parsons, terminate this Master Agreement, all or any portion of any Services Agreements entered into hereunder, and/or all or any portion of any and all Tasks specified in the Scope of Work in any Services Agreements hereunder. Notice of termination shall be delivered to Parsons by registered or certified mail, return receipt requested, and shall specify what portions or components of the Project Services are terminated. The termination notice shall be effective upon receipt thereof by Parsons, except for additional work necessary for the orderly filing of documents and the closing of work by Parsons. Payment for filing and closing shall be made by the Authority in accordance with the provisions of Section Five above; provided, however, that the cost of filing and closing shall not exceed ten percent (10%) of the Budget for the Task for which Parsons performs such filing and closing work, plus any and all costs previously incurred by Parsons in the performance of such Tasks or services prior to the termination notice. Acceptance of such payments by Parsons shall discharge all of the Authority's obligations and liabilities under the terms of this Master Agreement and all Service Agreements 39 hereunder that are subject to the termination notice. After filing and closing, Parsons shall deliver to the Authority all data, studies, drawings, calculations, plans, specifications, reports, plats, and other documents prepared by or for Parsons in connection with the performance of Project Services under this Master Agreement and all Service Agreements executed hereunder that are subject to the termination notice; provided, however, that Parsons may keep one (1) record copy of all such documents for its own purposes. Parsons shall be liable only for the services completed prior to the date of the termination notice. 6. 12 Termination of Services for Cause: Notwithstanding the provisions of Paragraph 6. 11, in the event that Parsons either: (a) shall default in the performance or fulfillment of any material covenant or condition in this Master Agreement or in any Services Agreement hereunder on its part to be performed or fulfilled, and shall fail to commence in good faith to cure such default within ten (10) days following service upon it of a written notice from the Authority specifying the default or defaults; or (b) shall file a voluntary petition in bankruptcy; or (c) shall be adjudicated a bankrupt; or (d) shall make a general assignment for the benefit of its creditors, then, in any such event, the Authority may, at its sole option and discretion, without further notice or demand upon Parsons, 40 immediately cancel and terminate this Master Agreement and any pending Services Agreements hereunder, and terminate each, every and all of the rights of Parsons and of any and all persons and entities claiming by or through Parsons under this Master Agreement or any Services Agreements hereunder, without responsibility for any further payments to Parsons, except for the responsibility to pay Parsons all sums due it for satisfactory work or services performed under this Master Agreement, including work and services performed by Parsons ' subcontractors, and actually furnished to the Authority within a reasonable time after termination. The rights of the parties as set forth herein are cumulative only, and shall in no way be deemed to limit any of the other provisions of this Master Agreement or any Services Agreements entered into hereunder, or otherwise to deny or restrict to either party any right or remedy at law or in equity which the party may have or assert against the other party under any law in effect at the date of such termination. The parties hereto mutually acknowledge and understand that it is the intent of this Paragraph 6. 1.2 that the rights of the parties, as set forth herein, shall supplement and be in addition to or in aid of the other provisions of this Master Agreement and the Services Agreements entered into hereunder, and of any right or remedy at law or in equity which a party hereto may have against the other party. 6. 13 Enforcement of Ricfhts Under Agreement: In the event that an action is commenced by a party hereto against the other 41 to enforce its rights or obligations arising from this Master Agreement or any Services Agreement executed hereunder, such action shall be governed by the laws of the State of California, venue with respect to any such action shall be in the County of Orange, State of California, and the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs plus a reasonable amount for attorneys ' fees. SECTION SEVEN: INSURANCE AND INDEMNIFICATION 7 . 1 Reguirement of Insurance: Parsons shall not commence performance of any Project Services under any Services Agreement hereunder until Parsons has obtained all insurance required in Paragraph 7.2 hereinbelow in a company or companies qualified to do business in the State of California and acceptable to the Authority, and with a Best's rating of no less than "A:VII" unless written approval to the contrary is obtained from the Authority, nor shall Parsons allow any subcontractor to commence work on its subcontract until all insurance required of it in this Master Agreement and in any Services Agreement hereunder has been obtained. 7.2 Types of Insurance Required: Parsons shall take out and maintain at all times during the term of any Service Agreements executed hereunder the following policies of insurance: 42 7 . 2 . 1 Worker' s Compensation Insurance: Worker' s compensation insurance to cover its employees as required by law; and Parsons shall require all subcontractors similarly to provide such compensation insurance for all of its employees. The policy shall contain the following endorsements: a. "The insurer waives all rights of subrogation against the Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives. " b. "The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy. " 7 . 2 . 2 Comprehensive General Liability Insurance: Comprehensive general liability insurance, including professional liability, including contractual, broad form property damage, completed operations, and independent contractor' s liability, all applicable to personal injury, bodily injury and property damage, with a combined single limit of $5, 000, 000. 00 per occurrence, subject to an annual per-project aggregate of $5, 000, 000. 00. The policy shall contain the following endorsements: a. "The Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives are hereby added as additional insureds under the terms of this policy, but only as respects the passive or active 43 negligence of Parsons arising out of the operations of Parsons at or from the premises of the Capistrano Valley Wastewater Authority described above. " b. "As regards any active or passive negligence of Parsons, the insured' s insurance coverage shall be primary insurance as respects the Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives. As regards any active or passive negligence of Parsons, any insurance or self-insurance maintained by Capistrano Valley Wastewater Authority, its officers, officials , employees or representatives, shall be excess of the insured's insurance and shall not contribute with it. "' C. "The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy, as evidenced by receipt of a registered letter. " 7 . 2 . 3 Comprehensive Automobile Liability Insurance: Comprehensive automobile liability insurance, including owned, hired and non-owned automobiles, covering bodily injury, property damage and death, with a combined single limit of $1, 000, 000 per occurrence. The policy shall contain the following endorsements: a. "The Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives are 44 hereby added as additional insureds under the terms of this policy, but only as respects the active or passive negligence of Parsons arising out of the operations of Parsons at or from the premises of the Capistrano Valley Wastewater Authority described above. " b. "As regards any active or passive negligence of Parsons, the insured's insurance coverage shall be primary insurance as respects the Capistrano Valley Wastewater Authority, its officers, directors , employees and representatives. As regards any active or passive negligence of Parsons, any insurance or self-insurance maintained by Capistrano Valley Wastewater Authority, its officers, officials , employees or representatives, shall be excess of the insured's insurance and shall not contribute with it. " C. "The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy, as evidenced by receipt of a registered letter. " Simultaneously with the execution of this Master Agreement, Parsons shall make available for review at Parsons ' office in the City of Pasadena, California, the original policies of insurance required under Paragraphs 7 . 2 . 1, 7. 2 . 2 and 7 . 2 . 3, and present a certificate of insurance evidencing the issuance of such insurance and the additional insureds and other provisions and 45 endorsements required herein. At least thirty (30) days prior to the expiration of any such policy, a signed complete certificate of insurance, with all endorsements required herein, showing that such insurance coverage has been renewed or extended, shall be filed with the Authority. The insurance required by Paragraph 7 . 2. 2 shall be maintained and evidenced by certificates of insurance for a period of time ending two (2) years after completion of services performed by Parsons. 7. 3 Indemnification by Parsons; Parsons shall indemnify the Authority , its officers , directors , employees , representatives and agents against and hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in connection with the negligent performance by Parsons, its employees, subcontractors or representatives of any Task or any Project Services under this Master Agreement and any Services Agreements executed by the parties hereunder; provided, however, that the Authority, its officers, directors, employees, representatives and agents shall not be indemnified or held harmless for that portion of such actions, claims, damages to persons or property, penalties, obligations or liabilities that result from the passive or active negligence on the part of the Authority, its officers, directors, employees, representatives or agents; and provided, further, that such indemnification shall 46 exclude such actions, claims, damages to persons or property, penalties, obligations or liabilities arising from the willful misconduct of the Authority, its officers, directors, employees, representatives, agents or those independent contractors who are directly responsible to the Authority. In connection therewith: 7. 3. 1 Parsons shall defend any action or actions filed in connection with any of such claims, damages, penalties, obligations or liabilities, and shall pay all costs and expenses, including attorneys ' fees, incurred in connection therewith. 7. 3.2 Parsons shall promptly pay any judgment rendered against Parsons or the Authority covering such claims, damages, penalties, obligations or liabilities, and Parsons shall save and hold the Authority harmless therefrom. 7. 3 . 3 In the event the Authority is made a party to any action or proceeding filed or prosecuted against Parsons for such damages or other claims arising out of or in connection with the performance by Parsons or any of its subcontractors of any Tasks or Project services under this Master Agreement or any Services Agreement hereunder, Parsons shall defend the Authority and pay any and all costs and expenses incurred by Parsons, including attorneys ' fees, in such action or proceeding. 7 . 3 .4 So much of the money due to Parsons for the performance of any Task or Project Services under and by virtue of this Master Agreement or any Services Agreement 47 hereunder as shall be considered reasonably necessary by the Authority may be retained by the Authority until disposition has been made of any pending actions, claims, liens or penalties; provided, however, that no moneys shall be retained by the Authority in the event that Parsons obtains appropriate and sufficient bonds or other security to cover any such actions, claims, liens or penalties. Parsons ' duties to indemnify, defend and hold harmless under this Section Seven and all other provisions of this Master Agreement and any and all Services Agreements, and its liability to the Authority for all aforesaid matters, is limited to the proceeds recovered from insurance carried by Parsons as required in Paragraph 7.2 above and in any and all Service Agreements executed hereunder, and within the coverage limits specified herein and in such Service Agreements, after settling third party claims. 7. 4 Indemnification by Authority: To the full extent permitted by applicable law, the Authority hereby agrees to defend, indemnify and hold harmless Parsons from and against any and all loss, liability or damage, real or alleged, in connection with any and all claims or proceedings (whether brought by private third parties or governmental agencies) for bodily injury, death, property damage, environmental damage or impairment or any other injury or damage arising out of or relating to any hazardous wastes or toxic substances present within the boundaries of the proposed site of the Project without 48 the prior knowledge, involvement or participation of Parsons, or involving any violation or alleged violation of, or any liability under, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, or any other federal, state or local environmental statute, or any amendment thereto, extension thereof, or regulation thereunder, provided that such indemnification by the Authority shall not apply to any knowing or intentional actual or alleged violation by Parsons of any such statute, amendment, extension or regulation, or any liability resulting from any such knowing or intentional actual or alleged violation by Parsons. 7 . 5 Consequent„ al Damages: Except as otherwise expressly provided for herein or in any Services Agreement executed hereunder, in no event shall either party or its respective members, parent entities, affiliates or subsidiaries be liable to the other party in contract, tort, strict liability, warranty, or otherwise, for any special, indirect, incidental or consequential damages, such as, but not limited to, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, non-operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchased or replacement equipment or systems. SECTION EIGHT: MISCELLANEOUS 8 . 1 Notices: Except as otherwise set forth hereinabove or in any Services Agreement hereunder, all notices, payments , 49 transmittals, documents or other writings required or permitted to be delivered or transmitted to any of the parties under this Master Agreement shall be personally delivered or deposited in a United States mail depository, first class postage prepaid, and addressed as follows: If to Authoritv: Capistrano Valley Wastewater Authority 25752 Victoria Boulevard P.Q. Box 2008 Capistrano Beach, CA. 92524 Attn: Dennis Erdman, Manager If to Parsons: Parsons Municipal Services, Inc. 100 west walnut Pasadena, California 91124 Attn: Kline P. Barney, Jr. or such other address any party may direct in writing; provided, however, that such new or different address shall not become effective until acknowledged in writing by the party to whom directed. Except where service is by personal delivery or by registered or certified mail, return receipt requested, service of any instrument or writing shall be deemed completed forty- eight (48) hours after deposit in a United States mail depository. 8 . 2 Warranty of Authority: Each officer of the Authority and Parsons affixing his or her signature to this Master Agreement or any Services Agreement executed hereunder warrants and represents by such signature that he or she has the full legal authority to bind his or her respective party to all of the terms, conditions and provisions therein, that his or her 50 respective party has the full legal right, power, capacity and authority to enter into the Master Agreement or such Services Agreement and perform all of its provisions and obligations, and that no other approvals or consents are necessary in connection therewith. 8 . 3 Waiver of Breach: No failure on the part of either party hereto to insist upon or demand the strict performance by the other of any covenant, term, condition, or promise of this Master Agreement or of any Services Agreement hereunder, or to exercise any right or remedy as a result of any breach thereof, shall constitute a continuing waiver of any such breach or of such covenant, term, condition or promise. No waiver of any breach shall in any way affect, alter or modify either this Master Agreement or any Services Agreement executed hereunder, but each and every covenant, term, condition and promise of this Master Agreement and all Services Agreements hereunder shall continue in full force and effect. 8 . 4 Order of Precedence: In the event of any conflict or inconsistency between the contractual documents relating to this Project, the order of precedence shall be as follows: 8. 4 . 1 A change order or amendment to an executed Services Agreement shall take precedence over such Services Agreement, any amendment to this Master Agreement, this Master Agreement, and the Proposal attached as Exhibit "B" hereto; 51 8 . 4 .2 A Services Agreement executed hereunder shall take precedence over any prior dated Services Agreement, any prior dated amendment to this Master Agreement, this Master Agreement and the Proposal attached as Exhibit "B" hereto; 8.4 . 3 An amendment to this Master Agreement shall take precedence over this Master Agreement and the Proposal attached as Exhibit "B" hereto; 8.4. 4 This Master Agreement shall take precedence over the Proposal attached as Exhibit "B" hereto. 8.5 Intecfration. Construction and Amendment: This Master Agreement and any Services Agreements executed hereunder represent the entire understanding of the Authority and Parsons as to those matters contained therein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered thereby. This Master Agreement, and each Services Agreement entered into hereunder, shall be governed by the laws of the State of California and construed as if drafted by both the Authority and Parsons. This Master Agreement, and any and all Services Agreements executed hereunder, may not be modified, altered or amended except in writing signed by both the Authority and Parsons. 8. 6 Heads: The titles and headings of Sections and Paragraphs of this Master Agreement, as herein set forth, have been inserted for the sake of convenience only, and are not to be taken, deemed or construed to be any part of the terms, covenants 52 or conditions of this Master Agreement, or to control, limit or modify any of the terms, covenants or conditions hereof. 8.7 Successors: Subject to the provisions of Paragraph 6. 2 above, this Master Agreement, any Services Agreement entered into hereunder, and all of the terms, conditions and provisions herein and in such Services Agreements, shall inure to the benefit of, and be binding upon, the Authority, Parsons, and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Master Agreement as of the date first written above. CAPISTRANO VALLEY WASTEWATER AUTHORITY APPROVED AS TO FORM: RUTAN & TUCKER President General Counsel, Capistrano Valley Wastewater Authority secretary PARSONS MUNICIPAL SERVICES, INC. President 53 EXHIBIT "A" [Authority's RFP] EXHIBIT "B" (The "Proposal."] MEMORANDUM October 4, 1988 TO: John Shaw, City Attorney FROM: W. D. Murphy, Director of Public Works SUBJECT: Master Agreement with Parsons/CVWA Attached is a copy of the current draft of the Master Agreement between Parsons Company and CVWA. Could you please give an overview to the agreement for any glaring problems that could surface. Negotiations are being handled for the Authority by Joel Kuperberg, Rutan & Tucker. It is my understanding that this Master Agreement will be developed, followed by development of the individual supplemental agreements to the various tasks; i.e. design, construction, maintenance. 111 ; V. — WDM:nb cc. Stephen B. Julian (W/O Attachments) attachment I k. /t/4,0,C% OCT 5 1988 CVW-WWF\MSTRTOC. 4 TABLE OF CONTENTS Section Page(s) RECITALS 1-3 SECTION ONE: SCOPE OF PROJECT SERVICES 4-7 1. 1 Phase I Services 5 1. 2 Phase II Services 5 1. 3 Phase III Services 6 1. 4 Phase IV Services 6 1. 5 Phase V Services 6 SECTION TWO: AUTHORIZATION FOR PROJECT SERVICES 7-9 2 . 1 Services Agreements 7 2 . 2 Contents of Services Agreements 7 2 . 3 Authority's Discretion Reserved 9 SECTION THREE: PROSECUTION AND PROGRESS 10-18 3 . 1 Notice to Proceed 9 3 . 2 Changes in Parsons' Personnel 10 3 . 3 Designation of Authority Representative 10 3 . 4 Warranty of Quality 10 3 . 5 Access to Authority's Property and Records 11 3 . 6 Independent Inspection of Services 11 3 . 7 Transmission and Review of Deliverables 12 3 . 8 Permits and Entitlements 12 3 . 9 Project to be Designed for Competitive Bidding 14 3 . 10 Timeliness of Performance 14 3 . 11 Liquidated Damages and Incentive Bonuses 15 3 . 12 Force Majeure 15 3 . 13 Cooperation with Adjacent Land Uses 16 3 . 14 Authority's Consideration of Parsons' Recommendations 16 SECTION FOUR: CHANGES IN SERVICES 18-21 4 . 1 Changed and Additional services 18 4 . 2 Changes Initiated by the Authority 19 4 . 3 Changes Initiated by Parsons 19 4 . 4 Notification of Increases in Estimated Construction Costs 19 4 . 5 Changes Resulting from Negligent Services 20 SECTION FIVE: COMPENSATION TO PARSONS 21-28 5. 1 Methods of Compensation 21 5. 2 Contents of Invoices 23 5. 3 Review and Payment of Invoices 25 5. 4 Notification of Potential Cost Overruns 26 5. 5 Maintenance and Inspection of Parsons' Records 27 5. 6 Audit of Parsons' Records 27 5 . 7 Correction of Overpayments 28 5 . 8 Authority's Responsibility for Payment for Parsons' Services 28 SECTION SIX: LEGAL RELATIONS AND RESPONSIBILITIES 29--39 6. 1 Parsons as Independent Contractor 29 6. 2 Prohibition Against Assignment 29 6. 3 Authority's Approval of Subcontractors 30 6.4 Compliance with Laws 31 6. 5 Compliance with IRCA 32 6. 6 Discrimination Prohibited 32 6.7 Conflict of Interest Prohibited 32 6. 8 Patent Indemnity 33 6. 9 Authority's Ownership of Work Product 34 6. 10 Suspension of Services 35 6 . 11 Termination of services Without Cause 36 6. 12 Termination of Services For Cause 37 6. 13 Enforcement of Rights Under Agreement 39 SECTION SEVEN: INSURANCE AND INDEMNIFICATION 39--45 7 . 1. Requirement of Insurance 39 7 . 2 Types of Insurance Required 39 7 . 3 Indemnification by Parsons 42 7. 4 Indemnification by Authority 44 7 . 5 Consequential Damages 45 SECTION EIGHT: MISCELLANEOUS 45-49 8 . 1 Notices 45 8 . 2 Warranty of Authority 46 8 . 3 Waiver of Breach 47 8 . 4 Order of Precedence 47 8 . 5 Integration, Construction and Amendment 48 8 . 6 Successors 48 EXHIBITS Authority's RFP Exhibit "All Parsons' Proposal Exhibit "B" CVW-WWF\MSTRAGRE. 4 MASTER AGREEMENT FOR WASTEWATER TREATMENT PROJECT ENGINEERING, DESIGN AND RELATED SERVICES THIS MASTER AGREEMENT FOR PROJECT ENGINEERING, DESIGN AND RELATED SERVICES (hereinafter, the "Master Agreement") is entered into as of , 1988 by and between the CAPISTRANO VALLEY WASTEWATER AUTHORITY, a governmental entity farmed pursuant to the provisions of California Government Cade Section 6500, gt seq. , and operating under that certain written agreement entitled "JOINT EXERCISE OF POWERS AGREEMENT, " entered into as of April 5, 1988 by and between the CAPISTRANO BEACH SANITARY DISTRICT and the CITY OF SAN JUAN CAPISTRANO (hereinafter referred to as the "Authority") , and PARSONS MUNICIPAL SERVICES, INC. , a California corporation (hereinafter referred to as "Parsons") . R E C I T A L S A. The Authority is a joint exercise of powers authority created for the purpose, among others, of planning for, constructing and operating a wastewater treatment facility to serve the wastewater treatment and disposal needs of its member agencies and the residents and wastewater generators within their respective boundaries. B. Parsons is a wholly awned subsidiary of the Ralph M. Parsons Corporation. Parsons provides, through itself and its affiliates, multi-disciplinary engineering, construction and operations services, and has extensive experience and expertise in the engineering, design, management of construction, construction, operation and maintenance, and project financing of wastewater treatment facilities. C. The Authority issued a Request for Proposals on July 5, 1988 , a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference (hereinafter, the "RFPtl1) , seeking proposals from qualified entities for the engineering, design, construction management, and possibly construction, operation and maintenance, and project financing assistance of a wastewater treatment facility on land to be acquired by the Authority in Capistrano Beach, California, which wastewater treatment facility will provide preliminary, primary and secondary wastewater treatment with a rated average daily dry weather flow capacity of approximately six million three hundred thousand (6, 300, 000) gallons per day (the engineering, design, construction, construction management, operation and maintenance and project financing of the above described wastewater treatment facility is hereinafter referred to as "the Project, " and the above-described wastewater treatment facility is hereinafter referred to as the "Project Facilities") . D. On or about August 9, 1988, Parsons submitted its written proposal in response to the RFP (hereinafter, the "Proposal") , a copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference. The parties mutually understand and agree that the Proposal contains numerous 2 alternatives relating to the Project, and that the preferred alternatives will be selected after review and analysis and incorporated in specific services Agreements. The Proposal, will be referred to by the parties in good faith to guide in the preparation of the various aspects of the Project. E. After reviewing all of the proposals submitted in response to the RFP, and conducting interviews with selected proposers on August 30, 1988, the Board of Directors of the Authority determined on August 30, 1988 that the Proposal submitted by Parsons was the most responsive to the RFP, and authorized further negotiations with Parsons for the execution of an Agreement for the provision of engineering, design, construction management under either a conventional or fast--track engineer/contractor approach, and possibly construction, operations and maintenance and project financing services with respect to the Project (such services are hereinafter referred to as "Project Services") . F. The Authority and Parsons mutually desire to enter into this Master Agreement, setting forth the contractual framework by which Parsons may perform engineering, design, construction management, and possibly construction, operation and maintenance and project financing services with respect to the Project. 3 EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, the parties hereto mutually agree as follows: SECTION ONE: SCOPE OF PROSECT SERVICES The Project Services potentially included within the scope of this Master Agreement include, but are not limited to, preliminary engineering services as set forth in Paragraph 1. 1 (hereinafter, the "Phase I Services") , design engineering services as set forth in Paragraph 1. 2 (hereinafter, the "Phase II Services") , construction management and coordination services as set forth in Paragraph 1. 3 (hereinafter, the "Phase III Services") , construction of the Project Facilities under either a conventional or fast track engineer/contractor approach as set forth in Paragraph 1. 4 (hereinafter, the "Phase IV Services") , Project Facilities operation and maintenance services as set forth in Paragraph 1. 5 (hereinafter, the "Phase V Services") , and project financing services as may be agreed between the parties. The parties hereto expressly understand and agree that this Master Agreement does not itself authorize the performance by Parsons of any of the Project Services, and that the authorization to perform any or all of the Project Services shall only be granted by the execution of Services Agreements in accordance with Section Two hereinbelow. 4 1. 1 Phase I Services: The Phase I Services comprise preliminary Project engineering services culminating in an approximately ten percent (10%) design of the Project Facilities, based upon a treatment process which will reliably and cost effectively provide the wastewater with the required treatment to meet discharge requirements imposed on the Project. 1. 2 Phase IT Services: The Phase IT Services shall comprise design engineering culminating in the development of final plans and specifications for the proposed Project Facilities, or the commencement of fast track design and construction services as described in Section 4 of Exhibit 11B, 11 and related permitting services. 1. 3 Phase III Services: The Phase III Services shall include responsibility for all construction management and resident engineering of the Project Facilities to assist the Authority in achieving completion of the construction in compliance with the approved plans and specifications and within the time schedule and construction budget established by the Authority. The Authority shall have full access to the site of the construction of the Project Facilities at all times during its construction to observe construction and review compliance with the approved plans and specifications. As part of the Phase IIT Services, project record drawings and a complete operations and maintenance manual for the Project Facilities shall be prepared. 5 1. 4 Phase IV Services: The Phase IV Services comprise the actual construction of the Project Facilities in compliance with the approved plans and specifications therefor. In this regard, Parsons expressly acknowledges and understands that the Authority shall solicit competitive construction bids from Parsons and other selected responsible contractors familiar with and experienced in the construction, operation and maintenance of wastewater facilities, and that the contract for the construction of the Project Facilities shall be awarded to the lowest responsible bidder as determined by the Board of Directors of the Authority, or as otherwise provided in Section IV of Exhibit "B" . Parsons will be awarded the construction contract if the Authority determines that the bid submitted by Parsons is the lowest responsible bid for the construction of the Project Facilities. The Phase IV Services shall not be considered completed until the Board of Directors of the Authority formally accepts the construction of the Project Facilities as complete. 1. 5 Phase V Services: The Phase V Services include the responsibility for the operation and maintenance of the completed Project Facilities for a period of up to five (5) years from the date of the Authority's formal acceptance of the Project Facilities as complete. The consideration to be paid by the Authority for the Phase V Services shall be based upon the cost of treatment and disposal of the wastewater delivered to the Project Facilities, at a fixed price or prices per unit volume, as agreed to between the parties, or as otherwise provided in the 6 specific Services Agreement entered into between the parties relating to the operation and maintenance of the Project Facilities. Parsons expressly understands and acknowledges that, during the period of the Phase V Services, the Authority shall have the option to negotiate with Parsons for a change carder for Parsons ' s assistance to the Authority in procuring the Authority's own operations and maintenance staff, and for training of such staff. SECTION TWO: AUTHORIZATION FOR PROJECT SERVICES 2 . 1 Services Agreements: The Authority shall authorize the performance of each Phase of the Project Services by the approval and execution of a separate agreement for each such Phase (hereinafter, the "Services Agreement") . Parsons shall not commence the performance of any work or services under any Phase of the Project Services unless or until a Services Agreement has been executed by and between the Authority and Parsons for such Phase, and the Authority has issued to Parsons a written notice to proceed with work under such Phase. 2 . 2 Contents of services Agreements: Each Services Agreement to be entered into between the Authority and Parsons for a Phase of the Project Services shall incorporate by reference the terms, conditions and provisions of this Master Agreement, and, unless otherwise modified by specific services Agreements, shall include, but not be limited to, the following: 7 2 . 2 . 1 A detailed "Scope of Work, " subdividing the Project Services to be performed under the Service Agreement into discrete components (hereinafter, the "Tasks") . The Scope of Work shall specify, for each Task, the services to be performed, the product (if any) to be furnished to the Authority upon completion of the Task, and the budgeted cost of each such Task. 2 . 2 . 2 A detailed "Schedule of Work, " correlated to the Scope of Work. The Schedule of Work shall indicate both the date of commencement and completion of all of the services to be performed under the Services Agreement, the completion date for the performance of each Task to be specified in the Scope of Work, and the period of time and/or completion date by which the Authority shall review submittals and other work product transmitted by Parsons. 2 . 2 . 3 An "Organizational Chart, " identifying and designating the individuals employed by or under contract to Parsons who shall be responsible for the various Tasks to be performed under the Services Agreement, including but not limited to Parsons's Principal in Charge, Project Manager or Project Engineer, and all subcontractors performing principal portions of the work under the Services Agreement. 2 . 2 . 4 A "Budget" for the services to be performed under the Services Agreement, which shall include a total cost limitation consistent with the aggregation of costs contained in the Scope of Work, and the compensation to be 8 paid to Parsons and principal subcontractors and suppliers for the performance of each Task in the Scope of Work. 2 . 2 . 5 A "Fee Schedule" setting forth the hourly or unit rates or lump sum amounts to be paid by the Authority for the performance of services by Parsons's employees, principal subcontractors and suppliers, or other such method of compensation established in the Services Agreements. 2 . 3 Authority's Discretion Reserved: Notwithstanding any other provision of this Master Agreement or any Services Agreement to be entered into between the Authority and Parsons, the Board of Directors of the Authority at all times reserves to itself the sole discretion whether to enter into any Services Agreements with Parsons, whether to negotiate with any other engineer or contractor for the performance of any of the Phases of Services described in Section one hereinabove, to terminate any Services Agreement and/or this Master Agreement in accordance with Paragraphs 6. 11 or 6. 12 below, to abandon this Project, and to make determinations with regard to the Project and Project Services in the best interests of the Authority. The parties recognize that warranties and binding estimates that may be provided by Parsons may be contingent upon the performance by Parsons of subsequent Phases of the Project. SECTION THREE: PROSECUTION AND PROGRESS 3 . 1 Notice to Proceed: Parsons shall not commence the performance of any Tasks pursuant to any Services Agreement 9 executed by the Authority and Parsons hereunder until directed in writing by the Authority to proceed with such Task. Parsons shall perform the Tasks set forth in each Services Agreement hereunder in accordance with the Schedule of Work in each such Services Agreement. 3 . 2 Changes in Parsons' _Personnel : Parsons shall not change Parsons's Principal in Charge, Project Manager, Project Engineer, or principal subcontractors designated in the Organizational Chart included within any approved Services Agreement, nor shall Parsons make significant changes in labor arrangements or in any associations in partnerships or joint ventures which are required to accomplish any portion of the Project Services under any Services Agreement, without the prior written consent of the Authority. 3 . 3 Designation of Authority Representative: The Authority shall designate an "Authority Representative" to administer and act as the representative of the Authority under each Services Agreement entered into between the Authority and Parsons hereunder, and shall provide written notice to Parsons of the designation or change of any Authority Representative. 3 .4 Warranty of Quality.: Parsons expressly declares and warrants that all Tasks and Project Services to be rendered to the Authority by Parsons pursuant to this Master Agreement and all Services Agreements executed hereunder shall be performed in accordance with the standards customarily provided by an experienced and competent professional engineering organization 10 rendering the same or similar services in accordance with industry standards in the Southern California area. Where approval by the Authority, its Board of Directors, Authority Representative or any other representative of the Authority is indicated under this Master Agreement or any Services Agreement executed hereunder, it is understood to be conceptual approval only, and does not relieve Parsons of its responsibility for complying with all laws, codes and industry standards or of Parsons's liability for damages caused by errors, omissions or non-compliance with industry standards on the part of Parsons or any of its subcontractors performing Project Services. 3 . 5 Access to Authorit 's Property and Records: The Authority shall allow Parsons access at all reasonable times to all Authority facilities, lands, rights of way and easements, and to all maps, studies, and other data and documents in the possession of the Authority which are necessary in the performance of any Project Services by Parsons. Parsons shall be responsible for actual research and out-of-pocket costs for reproducing any maps, improvement drawings, reproductions, or any other records or documents necessary for the performance of any Project Services, and shall be reimbursed for such costs by the Authority pursuant to Section Five hereinbelow. 3 . 6 Independent Inspection of Services: The Authority reserves the right, in its sole discretion, to employ, at its own expense, any or all consultants, engineers, estimators, inspectors, testing laboratories or other personnel as it deems 11 necessary to review the Project Services performed by Parsons on behalf of the Authority. 3 . 7 Transmission and Review of Deliverables: Parsons shall transmit to the Authority for its review all submittals and documentation required under any Services Agreements in a timely manner as defined in each Services Agreement and in accordance with the Schedule of Work established in any such Services Agreement. Unless otherwise directed in writing by the Authority Representative, no submittal shall be transmitted to the Authority for its review and comments unless such submittal is complete. The Authority shall timely review and comment upon all documents and submittals transmitted to it by Parsons; and the Authority shall provide Parsons with written comments on and notifications of approval with respect to all submittals or documents transmitted to the Authority by Parsons in connection with any Project Services. Any delay in the timely review by the Authority shall be reflected in a commensurate extension of the period of performance by Parsons as specified in the Services Agreement. 3 .8 Permits and Entitlements: All permits, entitlement and approvals required by any Federal , State or local governmental agency for the construction or operation of the Project Facilities (hereinafter, the "Project Permits") shall be in the name of the Authority, and Parsons shall serve as the agent of the Authority for the preparation and submittal of all applications for and all supporting documentation relating to 12 such Project Permits. In this regard: 3 . 8 . 1 Parsons shall submit to the Authority for its timely review and approval all applications, submittals and supporting documentation relating to all Project Permits prior to their transmittal to the governmental agency or entity having jurisdiction over the Project Permit; and Parsons shall provide the Authority with copies of all correspondence relating to the Project Permits in a timely manner. 3 . 8 . 2 Parsons shall apply for and process the Project Permits in an expeditious and timely manner. 3 .8 . 3 The Authority shall provide assistance to Parsons in the application for and processing of the Project Permits when necessary or as desired by the Authority; provided, however, that the parties mutually understand that Parsons has the principal and primary responsibility for obtaining issuance of all Project Permits. 3 . 8. 4 Parsons shall provide the Authority with reasonable advance notice of all conferences or meetings relating to all Project Permits which are conducted with or attended by the governmental agencies or entities having jurisdiction over such Project Permits; and the Authority shall have the right, but shall not be required, to attend any such conferences or meetings unless the attendance of the Authority is required by the agency issuing the permit or approval. 13 3 . 8 . 5 The parties mutually acknowledge and understand that Parsons cannot ensure the issuance of any permit or approval, or the nature or extent of conditions to such permits or approvals, but Parsons shall use its best efforts to obtain those permits and approvals that may be required for the construction and operation of the Project. 3 . 9 Project to be Designed for Competitive Bidding: Parsons shall prepare all proposed treatment processes, plans and specifications required or recommended under this Master Agreement or any Services Agreement executed hereunder to allow for competitive bidding for construction. 3 . 10 Timeliness of Performance: Parsons expressly understands and acknowledges that time is of the essence in this Master Agreement and in each and every Services Agreement to be executed between the parties hereunder. Parsons shall proceed with the performance of each Task under each Services Agreement immediately after receiving written notice from the Authority to proceed with such Task, and shall diligently proceed with the performance of such Task and complete each Task within the time set forth in the Schedule of Work contained in the applicable Services Agreement. Parsons shall notify the Authority, in writing, immediately upon discovering any potential event or circumstance which, in Parsons' best judgment as professional engineers, will likely result in a delayed completion of any Task to be performed by Parsons, and Parsons shall provide in such notice both a time estimate for such delay and a full description 14 and explanation for the delay. 3 . 11 Liquidated Damages and Incentive Bonuses: It is presently contemplated that neither liquidated damages nor incentive bonus payments will be assessed or awarded in any of the Phases of Project Services. However, in the event that the Authority is required by a duly constituted court, tribunal or regulatory authority to comply with specific performance dates or be subject to fines or penalties, then the parties will negotiate in good faith to establish appropriate liquidated damages and incentive bonuses based upon the schedules that then exist, or may be approved by the parties, in any Services Agreement(s) . 3 . 12 Force Ma 'eure: If delays in the performance of Project Services or any Task or Tasks under a Services Agreement are caused by unforeseen events beyond the reasonable control of Parsons, the Authority shall grant Parsons a commensurate extension of time and shall not assess damages for such delays, but Parsons shall not be entitled to damages or additional compensation due to any such delays. For the purposes of this Paragraph 3 . 12 , such delays shall include, but not be limited to, war, labor disputes, strikes, governmental acts, acts of the Authority, acts of God, fires, floods , adverse weather necessitating cessation of work, restrictions imposed by law or by rule, regulation or order of governmental authority, inability to obtain material, equipment or labor, any other cause which is beyond the reasonable control of Parsons, or changes in the scope of services required by the Authority and approved pursuant to 15 Section Four. Parsons shall., within ten (10) days from the beginning of any such delay, notify the Authority in writing of the cause of the delay and set forth in detail its justification for an extension and additional compensation, if any. The Authority shall ascertain the facts and extent of the delay and shall grant an extension of time for the completion of the Task or the Services Agreement if the Authority determines from Parsons ' s notice and other available information that an extension is justified. The parties shall in good faith negotiate to determine the amount of time granted as an extension, and the additional compensation, if any. 3 . 13 Cooperation with Adjacent Land Uses: The parties acknowledge and understand that the Project will be constructed on land adjacent to lands owned by the Capistrano Beach Sanitary District, which adjacent lands are intended to be developed and used by the Capistrano Beach Sanitary District by itself or its lessees for purposes which may not be related to the Project. The parties further acknowledge and understand that the access to the proposed site of the Project will be shared by the Capistrano Beach Sanitary District and/or its lessees for their development and use of the lands adjacent to the proposed site of the Project. 3 . 14 Authority's Consideration of Parsons' Recommendations: From time to time, whenever Parsons deems it appropriate in its best judgment as professional engineers, Parsons shall submit written recommendations to the Authority regarding aspects of the 16 Project, or proposed modifications to any aspect of the Project, which in the best judgment of Parsons must be accepted by the Authority and implemented in order either to satisfy legal requirements and/or the goals set by the Authority for the performance of the Project Facilities, or to ensure the construction and operation of the Project Facilities in accordance with the budget or design criteria adapted by the Authority, or the cost and/or performance guarrantees provided by Parsons. The Authority shall consider each such recommendation in good faith and timely adopt a written determination with respect to each such recommendation, which written determination shall be transmitted to Parsons. In the event that the Authority determines either not to accept or to modify any such recommendation, and it is the opinion of Parsons that such determination will have a significant adverse effect upon the cost of design, construction or operation and maintenance, the treatment capacity, or the performance of the Project Facilities, or the ability of the Project Facilities to perform in accordance with legal requirements or the goals adopted by the Authority, then Parsons shall timely transmit written notice to the Authority, referencing this Paragraph of this Master Agreement and setting forth in reasonable detail Parsons' opinion, based upon its best judgment, or the consequences of the Authority's determination with regard to anticipated cost or performance of the Project Facilities, and requesting that the Authority reconsider such determination. In the event that Parsons timely 17 transmits such written notice and the Authority does not reconsider and adopt Parsons' initial recommendation, then Parsons shall not be responsible for the consequences of the Authority's determination; and, in the event that the Authority's failure or refusal to reconsider and adopt Parsons' recommendation results in increased time or cost with respect to the design or construction of the Project Facilities, the parties shall negotiate in good faith regarding an increase to the Budget or Schedule of Work, as appropriate, in the applicable Services Agreement. SECTION FOUR: CHANGES IN SERVICES 4 . 1 Changed and Additional ,Services: The parties mutually acknowledge and agree that additional professional services may be required of Parsons which, due to the lack of firm definition of the scope and limits of the Project as of the date of this Master Agreement or any Services Agreement to be entered into hereunder, cannot be identified with precision. Because the need for these additional services cannot be established as of the date of this Master Agreement or any Services Agreement hereunder, such services shall not be undertaken without specific definition and written authorization by the Authority, in the form of a change order or an amendment to a Services Agreement or a separate Services Agreement. Parsons shall be paid for such additional services as agreed by Parsons and the Authority, and such payment shall be either for a lump sum or on a time and 18 material basis with a cost limitation. Services performed on a time and materials basis shall be based on the Fee Schedule included in the applicable Services Agreement. 4 .2 Changes Initiated by the Authorit : The Authority may order changes to any Task specified in the Scope of Services under any Services Agreement by altering, adding to or deducting from the Task to be performed. If any such changes results in an increase or decrease in Parsons's cost of, or the time required for, the performance of any such Task, the Services Agreement shall be amended after negotiation to reflect such adjustment, based upon the Schedule of Work and/or the Fee Schedule included in such Services Agreement. 4 . 3 Changes Initiated by Parsons: Parsons shall provide written notice to the Authority Representative regarding any pending change to the Scope of Services in any Services Agreement immediately upon Parsons's discovery of any facts, events or circumstances necessitating such change. The Authority shall thereupon review such pending changes and, if the pending changes are determined to be appropriate under the circumstances, the Authority shall approve an amendment to the Services Agreement reflecting such change and making any adjustment in the Budget or completion date therefor as may be agreed upon by the parties. 4 . 4 Notification of Increases in Estimated Construction Costs: If, at any time prior to the approval by the Board of Directors of the Authority of the final plans and specifications for the construction of the Project Facilities, Parsons 19 determines that the total construction cost will exceed the Project Facilities construction estimate to be prepared by Parsons and accepted by the Authority as part of the. Phase I or Phase II Services, it shall so notify the Authority in writing, and include in such notification an itemized cost estimate and a list of possible revisions and modifications to the Project that Parsons recommends for bringing the cost of constructing the Project Facilities within the accepted construction cost estimate set forth in Recital D above. Upon receipt of such notification, the Board of Directors of the Authority shall have the discretion either to modify its authorized budget for the Project and/or to modify the design of the Project in accordance with Parsons's recommendations so as to bring the construction costs within the accepted construction cost estimate, to otherwise modify the Project or the design or capacity of the Project Facilities, or to abandon the Project. Any modifications to the Project or the design or capacity of the Project Facilities shall be approved by the Board of Directors of the Authority as an amendment to a Services Agreement issued hereunder; and, in the event that such modifications alter the amount of time or cost to Parsons in preparing such modifications, such amendment shall also include appropriate adjustments to the Schedule of Work and the Budget of the applicable Services Agreement. Such amendments and adjustments in compensation shall be subject to good faith negotiations by the parties. 4 . 5 Chancres --..ResultincT from Negligent.. Services: Parsons 20 shall perform but shall not be paid for any additional or changed Tasks or Project Services to the extent such Tasks or Services result from negligent acts or omissions of Parsons in the performance of any Project Services under this Master Agreement or any Tasks under any Services Agreement hereunder. SECTION FIVE: COMPENSATION TO PARSONS 5 . 1 Methods of Com ensation: The Authority shall compensate Parsons on a progress payment basis for all labor, direct costs and expenses, supplies, equipment and subcontract services incurred by Parsons in performing Project Services under each Services Agreement, subject to the cost limitation in such Services Agreement, which may be provided on either a lump sum or time and expense basis,as follows: 5 . 1. 1 Lump Sum: The Authority shall pay Parsons a lump sum for the work performed. Monthly payments shall be made based on the percentage of the work completed during the month, as certified by Parsons in monthly invoices, and such payments shall be made within forty-five (45) days of the date of the submission of such invoices by Parsons to the Authority. 5. 1. 2 Time and Expense: 5. 1.2 . 1 The Authority shall pay Parsons for all labor incurred in the performance of Project Services under each Services Agreement according to the total number of hours billed by Parsons for services rendered for each Task specified in the Scope of work in such 21 Services Agreement, multiplied by the applicable compensation rates as set forth in the Pee Schedule in such Services Agreement. All payments for labor incurred in performing a Task shall be subject to the cost limitation for each such Task as set forth in the Budget in the Services Agreement; provided, however, that the Authority may authorize reallocation of savings realized with respect to a particular Task specified in the Scope of Work under a Services Agreement for cost overruns in another Task or Tasks under the same Scope of Work. 5. 1. 2 . 2 The Authority shall pay Parsons for all direct costs and expenses actually incurred in connection with the performance of a Task specified in the Scope of Work in accordance with its Fee Schedule in such Services Agreement. 5. 1. 2 . 3 The Authority shall reimburse the Parsons for the cost of all supplies and equipment actually acquired and used in connection with a Task specified in the Scope of Work under a Services Agreement and included in the Budget in such Services Agreement, in accordance with the costs actually incurred by Parsons, subject to the cost limitation for such material or piece of equipment as set forth in the Budget of the Services Agreement. 5. 1.2 .4 The Authority shall reimburse Parsons for all 22 subcontract service costs incurred in connection with the performance of a Task specified in the Scope of Work under a Services Agreement, in accordance with invoices for services rendered for such Task specified in the scope of Work in such Services Agreement, plus any administrative charges that may be negotiated between the Authority and Parsons. 5 . 2 contents of Invoices: As a precondition to payment under this Master Agreement and any Services Agreement executed hereunder, Parsons shall submit to the Authority, on a monthly basis during the term of a Services Agreement, both separate invoices reflecting the services performed in connection with each Task set forth in the Scope of Work under the Services Agreement, and a summary sheet aggregating the charges billed in each of the separate invoices submitted that month. 5.2 . 1 A separate invoice shall be submitted for each Task set forth in the Scope of Work in such Services Agreement on which Parsons has performed services during the preceding month. Each such invoice shall set forth for the previous month: (a) a detailed itemization of the total number of Parsons's labor hours incurred in performing work in connection with the Task, and correlating the total hours worked by each Parsons employee with the Fee Schedule and a summary of progress in completing such Task; 23 (b) a detailed itemization of the direct costs and expenses incurred by Parsons in performing services in connection with the Task; (c) a detailed itemization of the cost of all supplies and equipment used by Parsons in connection with the Task; (d) a statement of the costs paid by Parsons for subcontract services in connection with the Task during the preceding month, together with a copy of the invoice from each such subcontractor; (e) a description of any reallocations approved by the Authority as set forth in Paragraph 5. 1. 1; and (f) a statement of the percentage of the Task completed as of the date of the invoice and the amount payable, the total charges billed by Parsons to the Authority in connection with the Task, and the total charges paid to date by the Authority to Parsons in connection with the Task. Parsons shall include with each invoice appropriate documentation to enable the Authority to verify the stated percentage of the Task completed by Parsons as of the date of the invoice. 5. 2 . 2 Parsons shall include with the monthly Task invoices as set forth in Paragraph 5. 2 . 1 a summary sheet listing, for each invoice transmitted therewith: 24 (a) the Task number designation as set forth in the Scope of Work; (b) the total amount of the charges included in the invoice; (c) the percentage of the Task completed by Parsons as of the date of the invoice; (d) the amount billed by Parsons in connection with such Task as of the date of the invoice; and (e) the amount paid by the Authority in connection with such Task as of the date of the invoice. The summary sheet shall also include the total amount of charges billed by Parsons to the Authority for all Tasks under the services Agreement as of the date of the summary sheet, and the total amount of money paid by the Authority to Parsons for all Tasks under the services Agreement as of the date of the summary sheet. 5. 3 Review and Payment of Invoices: The Authority Representative shall review the monthly invoices and summary sheet submitted by Parsons, verify both that the percentages of each Task have been completed as represented by Parsons and that Parsons has performed the Project Services in a satisfactory and timely manner, deduct from the invoices any amounts necessary to cover any stop notices or liens filed in connection with Parsons's performance of any Project Services, and recommend to the Board of Directors of the Authority whether to pay the invoices, or any appropriate amount thereof. The Board of 25 Directors of the Authority shall consider the payment of the monthly invoices within thirty (30) calendar days of their transmittal to the Authority's Project Manager, and payment in accordance with the determination of the Board of Directors shall be made within fifteen (15) days of the date of such determination. 5.4 Notification of Potential Cost Overruns: If at any time during the term of a Services Agreement, Parsons has reason to believe either (a) that the charges or costs which it expects to incur in the performance of any Task specified in the Scope of Work under the Services Agreement during the immediately succeeding sixty (60) days, when added to all costs previously incurred in connection with the performance of that Task, will exceed seventy-five percent (75%) of the cost limitation for such Task; or (b) that the total cost to the Authority for the performance of all of the Tasks set forth in the Scope of Work in the Services Agreement will be either greater or at least ten percent (100) less than the cost limitation set forth in that Services Agreement, then Parsons shall immediately provide written notice to the Authority of such circumstances, and provide a justification and an estimate, if any, for the remaining services necessary to complete the Task or the Services Agreement and requesting an amendment to the Services Agreement, if appropriate. The Authority shall not be obligated to reimburse Parsons for charges or costs incurred in excess of the cost limitation in a Services Agreement unless and until the 26 Authority has notified Parsons in writing that such additional charges or costs are authorized, and such authorization shall be within the sole discretion of the Authority. 5. 5 Maintenance and Inspection of Parsons' Records: For and during the term of this Master Agreement, and for a period of three (3) years thereafter, Parsons shall maintain full, true and accurate books, records, accountings, documents and other evidence sufficient to document all significant Project services performed, all charges and costs billed, and all actions taken in connection with the Project. At all times during the term of this Master Agreement, the Authority shall have the right, upon two (2) business days notice to Parsons, to review and inspect during normal business hours any and all such books, records, accountings, documents and other evidence relating to any Services Agreement executed by the parties hereunder. 5. 6 Audit of Parsons' Records: During the term of this Master Agreement, and for a period of one (1) year thereafter, the Authority shall have the right, at its own expense and upon twenty (20) days written notice to Parsons, to conduct, or cause to be conducted, a full and complete audit of all of the books, records, accountings, documents and other evidence pertaining to Parsons's services under this Master Agreement and any and all Services Agreements executed hereunder, excluding any services performed on a fixed rate or lump sum basis. in connection with any such audit, Parsons shall fully cooperate with the Authority and/or its representatives, and shall within reason make 27 available at no cost to the Authority or its representatives all employees and independent accountants and auditors who prepared and maintained such books, records, accountings, documents and other evidence for or on behalf of Parsons. 5.7 Correction of Overpayments: In the event that any inspection, review or audit performed by or on behalf of the Authority discloses that the Authority overpaid for any Project Services, Parsons shall, within thirty (30) days of the date of written notice of such disclosure, reimburse to the Authority the amount of such overpayment(s) . 5. 8 Authority's Responsibilitv for Payment for Parsons' Services: Parsons expressly acknowledges and understands that this Agreement is with the Authority alone, and that none of the members of or parties to the Authority shall be liable for any of the sums which may be payable hereunder or for any of the debts of the Authority unless otherwise provided for in any financing documents relating to the Project. It is understood and agreed by both of the parties hereto, however, that the Authority intends to pay Parsons for its services in accordance with the terms and conditions of this Agreement from funds to be derived from any or all of the following sources: State of California grant or loan funds, Federal grant or other loan funds, transfer of revenue from local sources of the Authority and its members, including but not limited to their enterprise funds and the issuance of debt. 28 SECTION SIX: LEGAL RELATIONS AND RESPONSIBILITIES 6. 1 Parsons as Independent Contractor: In its conduct of any and all Project Services under this Master Agreement and any Services Agreement executed hereunder, Parsons is engaged solely in the capacity of an independent contractor, and it is expressly understood and agreed that no relationship between the Authority and Parsons other than that of client and independent contractor has been or is intended to be created by this Master Agreement or by any Services Agreement entered into hereunder. This Master Agreement does not constitute, and the parties hereto do not intend it to create, a partnership between the parties hereto, nor a joint venture, nor the relationship of employer and employee or master and servant. Notwithstanding the foregoing, Parsons shall serve as the agent for the Authority for the purpose of facilitating the issuance of Project Permits as set forth in Paragraph 3 . 8 above. 6. 2 Prohibition Against Assanment: Parsons shall not assign, transfer, convey, sublet or otherwise dispose of this Master Agreement, any Services Agreement executed hereunder, or of any of its rights, title or interest in or to the same or any part thereof, without the prior written consent of the Authority; and Parsons shall not assign, by power of attorney or otherwise, any of the monies to become due and payable to Parsons from the Authority by reason of Parsons's performance of any Project Services under this Master Agreement or any Services Agreement executed hereunder without the prior written consent of the 29 Authority. If Parsons shall attempt to assign, transfer, convey, sublet, or otherwise dispose of this Master Agreement, any Services Agreement executed hereunder, or Parsons's right, title or interest therein, or of any of the monies to become due to Parsons from the performance of any Project Services, without the prior written consent of the Authority, this Master Agreement and any executory Services Agreements hereunder shall immediately become null, void and of no legal effect whatsoever, and Parsons's rights under such Agreements shall be automatically terminated, revoked and annulled. In the event of any such attempted or purported assignment, transfer, conveyance, subletting, or other disposition of this Master Agreement, any Services Agreement hereunder, or of any of Parsons's rights, title or interest therein or of any monies to become due thereunder, the Authority shall have no obligation to pay any such monies due under the Master Agreement or any Services Agreement either to Parsons or to any attempted or purported assignee or transferee. Notwithstanding the foregoing, the parties mutually understand and agree that the Services and Tasks may be performed by various subsidiaries or affiliates of Parsons, including but not limited to Engineering science, Inc. , and Parsons Constructors, Inc. 6. 3 Authority's—approval of Subcontractors: Parsons shall not employ any major subcontractors in the performance of its Project Services without the prior written consent of the Authority; provided, however, that the Authority shall be deemed 30 to have consented to any subcontractor listed and identified in any Services Agreement executed by the parties hereunder. Parsons shall be responsible to the Authority for the actions, errors and omissions of all persons and entities performing subcontract services for or on behalf of Parsons. Nothing in this Master Agreement or in any Services Agreement executed hereunder shall create any contractual, employment or agency relationship between the Authority and any subcontractor employed by Parsons, or relieve Parsons of any liability or obligation under this Master Agreement or any Services Agreement hereunder. 6 . 4 Compliance„ with Laws: Parsons shall keep itself fully informed of all existing and future Federal and State laws and all county and local ordinances and regulations which in any manner affect its performance of any Tasks or Project Services under this Master Agreement or under any Services Agreement executed hereunder, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. If any discrepancy or inconsistency is discovered in this Master Agreement, or in any Services Agreement entered into hereunder in relation to any such law, ordinance, regulation, order or decree, Parsons shall, immediately report the same to the Authority in writing. Parsons shall at all times observe and comply with all such existing and future laws, ordinances, regulations, orders and decrees. The hereinabove provisions of this Paragraph 6. 4 shall be included in all contracts and agreements entered into between Parsons and any of its subcontractors. The Authority 31 shall reimburse Parsons for any additional costs or expenses incurred as a result of compliance with any future changes in laws or regulations affecting the Project. 6. 5 Compliance with IRCA: Parsons shall at all times during the performance of Project Services be in full compliance with the provisions of the Immigration Reform and Control Act of 15£36 ("IRCA1°) in the hiring of its employees. 6. 6 Discrimination Prohibited: At all times during the performance of Project Services, Parsons shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, age or national origin. 6 . 7 Conflicts of Interest Prohibited: No official of the Authority who is authorized in such capacity and on behalf of the Authority to negotiate, make, accept or approve, or to take part in negotiating, making, accepting or approving this Master Agreement, any Services Agreements executed hereunder, or any consulting, engineering, inspecting, construction, operation and maintenance, or material supply contract or any subcontract in connection with the conduct or performance of the Project shall become directly or indirectly personally interested in this Master Agreement, any Services Agreement hereunder, or in any part thereof. No officer, employee, consultant, attorney or representative of the Authority who is in any legislative, executive, supervisory, or other similar function in connection with this Master Agreement, any Services Agreement hereunder, or the performance or conduct of the Project shall become directly 32 or indirectly personally interested in this Master Agreement, any Services Agreement hereunder, or in any part thereof, or in any material supply contract, subcontract, insurance contract, or any other contract pertaining to the Project or the Project Facilities. 6. 8 Patent Indemnity 6 . 8 . 1 Parsons shall indemnify and hold harmless the Authority from any claim, real or alleged, of any third party that any equipment, materials, devices or processes (hereinafter referred to as the "Equipment") designed by Parsons and furnished or used under this Master Agreement infringes any patent or copyright of the United States. if the Authority notifies Parsons promptly of the receipt of any claim and reasonably provides Parsons information, assistance and exclusive authority to settle and defend the claim, Parsons shall at its own expense either: (i) settle or defend the claim or any suit or proceeding and pay all damages, costs and expenses awarded against the Authority in such suit or proceeding, together with any and all attorneys' fees incurred by Parsons in the defense of such claim, suit or proceeding, or (ii) procure for the Authority the right to continue using the Equipment, or (iii) modify the Equipment so as to render the Equipment non-infringing without adversely affecting 33 the performance or cost of operation and maintenance of the Project, or (iv) replace the Equipment with non-infringing Equipment without adversely affecting the performance or cost of operation and maintenance of the Project. If, in any suit or proceeding arising from such a claim, the continued use of the Equipment for the purpose intended is forbidden by any court of competent jurisdiction, Parsons shall at its option take one or more of the actions under subparagraphs (i) , (ii) , (iii) or (iv) . The foregoing provisions of this Paragraph 6. 8 . 1 sets forth the entire liability of Parsons for patent and copyright infringement of any equipment. 6. 8 . 2 Paragraph 6. 8. 1 shall not apply to the use of any Equipment furnished under this Master Agreement in conjunction with any other apparatus or material installed by the Authority or any third party without the consent of Parsons. 6. 8 . 3 With respect to any Equipment furnished under this Master Agreement which is not designed, formulated or created by Parson, only the patent and copyright indemnity of the manufacturer or creator, if any, shall apply. 6.9 Authority's Ownership of Work Product: All data, studies, drawings, calculations, plans, specifications, reports, plats, and other documents prepared by Parsons pursuant to any Task under any Services Agreement executed hereunder shall, upon 34 payment in full for the services in connection with such Task, be furnished to and become the property of the Authority, and the Authority shall have free and unrestricted use thereof; provided, however, that Parsons shall not be responsible for any use by the Authority or its members of such data, studies, drawings, calculations, plans specifications, reports, plats and other documents for uses or purposes other than those for which they were prepared by Parsons. 6. 10 Suspension of Services: The Authority may, at its sole option and discretion, and by written notice to Parsons, suspend all or any portion of Parsons's performance of any or all Tasks specified in the Scope of Work under any and all Services Agreements executed hereunder for a period not to exceed one hundred twenty (120) days, within which time the Authority may require compliance by Parsons with all terms and conditions of this Master Agreement and all. Service Agreements hereunder, or after which time Parsons may deem the Services Agreement terminated. Notice of suspension shall be delivered to Parsons by registered or certified mail, return receipt requested, and shall set forth with particularity which Tasks or other portions of the Project Services are suspended, and the anticipated duration of the suspension. The suspension notice shall be effective upon its receipt by Parsons. In the event of such suspension, the Authority shall pay to Parsons the reasonable value of the services performed up to the date of the suspension in accordance with the provisions of Sections Four and Five 35 above, together with any additional costs or expenses not previously included in the Master Agreement or Services Agreements that are incurred as a result of such suspension, and Parsons shall be entitled to an extension of time equal to the length of the suspension, unless the parties mutually agree otherwise in writing. After the Authority lifts the suspension, Parsons shall continue the performance of its services in compliance with the provisions of this Master Agreement and the pending Services Agreements entered into hereunder. 6 . 11 Termination of Services Without Cause: The Authority may, at its sole option and discretion, and by written notice to Parsons, terminate this Master Agreement, all or any portion of any Services Agreements entered into hereunder, and/or all or any portion of any and all Tasks specified in the Scope of Work in any Services Agreements hereunder. Notice of termination shall be delivered to Parsons by registered or certified mail, return receipt requested, and shall specify what portions or components of the Project Services are terminated. The termination notice shall be effective upon receipt thereof by Parsons, except for additional work necessary for the orderly filing of documents and the closing of work by Parsons. Payment for filing and closing shall be made by the Authority in accordance with the provisions of Section Five above; provided, however, that the cost of filing and closing shall not exceed ten percent (10%) of the Budget for the Task for which Parsons performs such filing and closing work, plus any and all direct costs previously incurred by Parsons. 36 Parsons further shall be entitled to payment for all reasonable costs incurred prior to the termination notice. Acceptance of such payments by Parsons shall discharge all of the Authority's obligations and liabilities under the terms of this Master Agreement and all Service Agreements hereunder that are subject to the termination notice. After filing and closing, Parsons shall deliver to the Authority all data, studies, drawings, calculations, plans, specifications, reports, plats, and other documents prepared by or for Parsons in connection with the performance of Project Services under this Master Agreement and all Service Agreements executed hereunder that are subject to the termination notice. In the event that the termination is for reasons unrelated to the performance of Parsons, Parsons shall be liable only for the services completed prior to the date of the termination notice. 6. 12 Termination of services for Cause: Notwithstanding the provisions of Paragraph 6 . 11, in the event that Parsons either: (a) shall default in the performance or fulfillment of any material covenant or condition in this Master Agreement or in any Services Agreement hereunder on its part to be performed or fulfilled, and shall fail to commence in good faith to cure such default within ten (10) days following service upon it of a written notice from the Authority specifying the default or defaults; or (b) shall file a voluntary petition in bankruptcy; or 37 (c) shall be adjudicated a bankrupt; or (d) shall make a general assignment for the benefit of its creditors, then, in any such event, the Authority may, at its sole option and discretion, without further notice or demand upon Parsons, immediately cancel and terminate this Master Agreement and any pending Services Agreements hereunder, and terminate each, every and all of the rights of Parsons and of any and all persons and entities claiming by or through Parsons under this Master Agreement or any Services Agreements hereunder, without responsibility for any further payments to Parsons, except for the responsibility to pay Parsons all sums due it for satisfactory work or services performed under this Master Agreement, including work and services performed by Parsons' subcontractors, and actually furnished to the Authority within a reasonable time after termination. The rights of the parties as set forth herein are cumulative only, and shall in no way be deemed to limit any of the other provisions of this Master Agreement or any Services Agreements entered into hereunder, or otherwise to deny or restrict to either party any right or remedy at law or in equity which the party may have or assert against the other party under any law in effect at the date of such termination. The parties hereto mutually acknowledge and understand that it is the intent of this Paragraph 6. 13 that the rights of the parties, as set forth herein, shall supplement and be in addition to or in aid of the other provisions of this 38 Master Agreement and the Services Agreements entered into hereunder, and of any right or remedy at law or in equity which a party hereto may have against the other party. 6. 13 Enforcement of Rights Under Agreement: In the event that an action is commenced by a party hereto against the other to enforce its rights or obligations arising from this Master Agreement or any Services Agreement executed hereunder, such action shall be governed by the laws of the State of California, venue with respect to any such action shall be in the County of Orange, state of California, and the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs plus a reasonable amount for attorneys' fees. SECTION SEVEN: INSURANCE AND INDEMNIFICATION 7 . 1 Requirement of Insurance: Parsons shall not commence performance of any Project Services under this Master Agreement or any Services Agreement hereunder until Parsons has obtained all insurance required in Paragraph 7 . 2 hereinbelow in a company or companies qualified to do business in the State of California and acceptable to the Authority, nor shall Parsons allow any subcontractor to commence work on its subcontract until all insurance required of it in this Master Agreement and in any Services Agreement hereunder has been obtained. 7 . 2 Types of Insurance _Required: Parsons shall take out and maintain at all times during the term of this Master 39 Agreement and any Service Agreements executed hereunder the following policies of insurance: 7 . 2 . 1 Worker's Compensation Insurance to cover its employees as required by law, and Parsons shall require all subcontractors similarly to provides such compensation insurance for all of its employees. The policy shall contain the following endorsements: a. "The insurer waives all rights of subrogation against the Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives. " b. "The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy. " 7 . 2 . 2 Comprehensive General Liability Insurance, including contractual. , broad form property damage , completed operations, and independent contractor's liability, all wrje,s applicable to personal injury, bodily injury and property A)pT r hG1O damage, with a combined single limit of $1, 000, 000 per 7-0 foAO� occurrence, subject to an annual aggregate of $1, 000, 000 for *n1 s� 40a• general liability, completed operations and personal injury other than bodily injury. The policy shall contain the following endorsements: a. "The Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives are hereby added as additional insureds under the terms of 40 this policy, but only as respects the operations of Parsons at or from the premises of the Capistrano Valley Wastewater Authority described above. " b. "The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy, as evidenced by receipt of a registered letter. " 7 . 2 . 3 Comprehensive Automobile Liability Insurance, including owned, hired and non-owned automobiles, covering bodily injury, property damage and death, with a combined single limit of $1, 000, 000 per occurrence. The policy shall contain the following endorsements: a. "The Capistrano Valley Wastewater Authority, its officers, directors, employees and representatives are hereby added as additional insureds under the terms of this policy, but only as respects the operations of Parsons at or from the premises of the Capistrano Valley Wastewater Authority described above. " b. "The Capistrano Valley Wastewater Authority shall be provided thirty (30) days written notice of any cancellation or material reduction in coverage under this insurance policy, as evidenced by receipt of a registered letter. " Simultaneously with the execution of this Master Agreement, Parsons shall make available for review at Parsons' office the 41 original policies of insurance required under Paragraphs 7 . 2 . 1, 7 . 2 . 2 and 7 . 2 . 3 , and present a certificate of the insurance company or companies showing the issuance of such insurance and the additional insureds and other provisions and endorsements required herein. At least thirty (30) days prior to the expiration of any such policy, a signed complete certificate of insurance, with all endorsements required herein, showing that such insurance coverage has been renewed or extended, shall be filed with the Authority. 7 . 3 Indemnification by Parsons: Parsons shall indemnify the Authority , its officers , directors , employees , representatives and agents against and hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities � that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising i out of or in connection with the performance by Parsons, its employees, subcontractors or representatives of any Task or any rX O6 Project Services under this Master Agreement and any Services �GU Agreements executed by the parties hereunder; provided, however, that the Authority shall not be indemnified or held harmless for that portion of such actions, claims, damages to persons or property, penalties, obligations or liabilities that result from the passive or active negligence on the part of the Authority, its officers, directors, employees, representatives or agents; and provided, further, that such indemnification shall exclude 42 such actions, claims, damages to persons or property, penalties, obligations or liabilities arising from the willful misconduct of the Authority , its officers , directors , employees , representatives, agents or those independent contractors who are directly responsible to the Authority. In connection therewith: 7 . 3 . 1 Parsons shall defend any action or actions filed in connection with any of such claims, damages, penalties, obligations or liabilities, and shall pay all costs and expenses, including attorneys' fees, incurred in connection therewith. 7 . 3 . 2 Parsons shall promptly pay any judgment rendered against Parsons or the Authority covering such claims, damages, penalties, obligations or liabilities, and Parsons shall save and hold the Authority harmless therefrom. 7 . 3 . 3 In the event the Authority is made a party to any action or proceeding filed or prosecuted against Parsons for such damages or other claims arising out of or in connection with the performance by Parsons or any of its subcontractors of any Tasks or Project Services under this Master Agreement or any Services Agreement hereunder, Parsons shall defend the Authority and pay any and all costs and expenses incurred by Parsons, including attorneys' fees, in such action or proceeding. 7 . 3 . 4 So much of the money due to Parsons for the performance of any Task or Project Services under and by virtue of this Master Agreement or any Services Agreement 43 hereunder as shall be considered reasonably necessary by the Authority may be retained by the Authority until disposition has been made of any pending actions, claims, liens or penalties; provided, however, that no moneys shall be retained by the Authority in the event that Parsons obtains appropriate and sufficient bonds or other security to cover any such actions, claims, liens or penalties. Parsons' duties to indemnify, defend and hold harmless under this Section Seven and all other provisions of this Master Agreement and any and all Services Agreements, and its liability to the Authority for all aforessaid matters, is limited to the proceeds recovered from insurance carried by Parsons as required in Paragraph 7 . 2 above and in any and all Service Agreements executed hereunder, and within the coverage limits specified herein and in such Service Agreements, after settling third party claims. 7 .4 Indemnification by Authority: To the full extent permitted by applicable law, the Authority hereby agrees to defend, indemnify and hold harmless Parsons from and against any and all loss, liability or damage, real or alleged, in connection with any and all claims or proceedings (whether brought by private third parties or governmental agencies) for bodily injury, death, property damage, environmental damage or impairment or any other injury or damage arising out of or relating to any hazardous wastes or toxic substances present within the boundaries of the proposed site of the Project without 44 the prior knowledge, involvement or participation of Parsons, or involving any violation or alleged violation of, or any liability under, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, or any other federal, state or local environmental statute, or any amendment thereto, extension thereof, or regulation thereunder, provided that such violation, alleged violation or liability is without the prior knowledge, involvement or participation of Parsons. [LIMIT TO EXTENT OF INSURANCE COVERAGE AVAILABLE TO AUTHORITY?] 7 . 5 Consequential Damages: Except as otherwise expressly provided for herein or in any Services Agreement executed hereunder, in no event shall either party or its respective members, parent entities, affiliates or subsidiaries be liable to the other party in contract, tar, strict liability, warranty, or otherwise, for any special, indirect, incidental or consequential damages, such as, but not limited to, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, non-operation or increased expense of operation of other equipment or systems, cost of capital , or cost of purchased or replacement equipment or systems. SECTION EIGHT: MISCELLANEOUS 8 . 1 Notices: Except as otherwise set forth hereinabove or in any Services Agreement hereunder, all notices, payments, transmittals, documents or other writings required or permitted 45 to be delivered or transmitted to any of the parties under this Master Agreement shall be personally delivered or deposited in a United States mail depository, first class postage prepaid, and addressed as fellows: If to Authority: Capistrano Valley Wastewater Authority 25752 Victoria Boulevard P.O. Box 2008 Capistrano Beach, CA. 92624 Attn: Tennis Erdman, Manager If to Parsons: Parsons Municipal Services, Inc. 200 West Walnut Pasadena, California 91124 Attn: Kline P. Barney, Jr. or such other address any party may direct in writing; provided, however, that such new or different address shall not become effective until acknowledged in writing by the party to whom directed. Except where service is by registered or certified mail, return receipt requested, service of any instrument or writing shall be deemed completed forty-eight (48) hours after deposit in a United States mail depository. 8 . 2 Warranty of Authority: Each officer of the Authority and Parsons affixing his or her signature to this Master Agreement or any Services Agreement executed hereunder warrants and represents by such signature that he or she has the full legal authority to bind his or her respective party to all of the terms, conditions and provisions therein, that his or her respective party has the full legal right, power, capacity and authority to enter into the Master Agreement or such Services 46 Agreement and perform all of its provisions and obligations, and that no other approvals or consents are necessary in connection therewith. 8 . 3 Waiver of Breach. No failure on the part of either party hereto to insist upon or demand the strict performance by the other of any covenant, term, condition, or promise of this Master Agreement or of any Services Agreement hereunder, or to exercise any right or remedy as a result of any breach thereof, shall constitute a continuing waiver of any such breach or of such covenant, term, condition or promise. No waiver of any breach shall in any way affect, alter or modify either this Master Agreement or any Services Agreement executed hereunder, but each and every covenant, term, condition and promise of this Master Agreement and all Services Agreements hereunder shall continue in full force and effect. 8 .4 Order of Precedence. 3n the event of any conflict or inconsistency between the contractual documents relating to this Project, the order of precedence shall be as follows: 8 . 4 . 1 A change order or amendment to an executed Services Agreement shall take precedence over such Services Agreement, any amendment to this Master Agreement,this Master Agreement, and the Proposal attached as Exhibit "B" hereto; 8 . 4 . 2 A Services Agreement executed hereunder shall take precedence over any amendment to this Master Agreement, this Master Agreement and the Proposal attached as Exhibit "B" 47 hereto; 8 .4 . 3 An amendment to this Master Agreement shall take precedence over this Master Agreement and the Proposal attached as Exhibit "B" hereto; 8 . 4 . 4 This Master Agreement shall take precedence over the Proposal attached as Exhibit "B" hereto. 8 . 5 Integration-, Construction and Amendment: This Master Agreement and any Services Agreements executed hereunder represent the entire understanding of the Authority and Parsons as to those matters contained therein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered thereby. This Master Agreement, and each Services Agreement entered into hereunder, shall be governed by the laws of the State of California and construed as if drafted by both the Authority and Parsons. This Master Agreement, and any and all Services Agreements executed hereunder, may not be modified, altered or amended except in writing signed by both the Authority and Parsons. 8 . 6 Successors: Subject to the provisions of Paragraph 6.2 above, this Master Agreement, any Services Agreement entered into hereunder, and all of the terms, conditions and provisions herein and in such services Agreements, shall inure to the benefit of, and be binding upon, the Authority, Parsons, and their respective successors and assigns. 48 IN WITNESS WHEREOF, the parties have executed this Master Agreement as of the date first written above. CAPISTRANO VALLEY WASTEWATER AUTHORITY APPROVED AS TO FORM: RUTAN & TUCKER President General Counsel, Capistrano Valley Wastewater Authority Secretary PARSONS MUNICIPAL SERVICES, INC. [title] 49 EXHIBIT "A" [Authority's RFP] EXHIBIT "B" [The "Proposal"]