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Home My WebLink AboutAgreement - Stantec Consulting Services, Inc. - FY 23-25 Consulting Services - Signed 2023-06-27AGREEMENT FOR SERVICES This AGREEMENT is made this? day of Jaye, , 2023, between: "SCRWA": South County Regional Wastewater Authority, having a principal place of business at 7351 Rosanna Street, Gilroy, California, 95020; and "CONSULTANT": Stantec Consulting Services Inc., having a principal place of business at 1340 Treat Boulevard, Suite 300, Walnut Creek, California, 94597 ARTICLE 1. TERM OF AGREEMENT This Agreement shall be deemed to have become effective as of July 1, 2023 and will continue in effect through June 30, 2025 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of SCRWA. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between SCRWA and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to SCRWA's employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT Specific Services CONSULTANT agrees to perform the services as outlined in Exhibit "A" ("Specific Provisions") and Exhibit "B" ("Scope of Work") within the time periods described in Exhibit "D" ("Milestone Schedule"). Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. SCRWA shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT's services. MDOLINGER11167641.1 052113-06943001 Revised by SCRWA 2015 Employment of Assistants CONSULTANT may, at the CONSULTANT's own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. SCRWA may not select, control, direct, or supervise CONSULTANT's assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT's services. ARTICLE 4. COMPENSATION Amount In consideration for the services to be performed by CONSULTANT, SCRWA agrees to pay CONSULTANT as provided for in Exhibits "C-1" ("Payment Schedule"), and "C-2" ("Stantec Fee Estimate"). Notwithstanding anything set forth in Exhibits "C-1" and "C-2", however, consideration for services under this Agreement shall in no event exceed five million fifty thousand and six hundred and fifty-one and 00/100 Dollars ($5,050,651.00), $3,062,442.00 for Fiscal Year (FY) 2024 and $1,988,209.00 for FY 2025. If the FY 2024 budget is not completely expended by June 30, 2024, remaining budget will be cumulative with FY 2025 budget. Invoices CONSULTANT shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed and approved direct expenses as provided for in Exhibit "A" IV incurred during the preceding period. If SCRWA objects to all or any portion of any invoice, SCRWA shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for SCRWA not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for SCRWA, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against MDOLINGER11167641.1 052113-06943001 Revised by SCRWA 2015 -2- CONSULTANT and all other of CONSULTANT's costs of doing business. SCRWA shall not be responsible for any expenses incurred by CONSULTANT in performing services for SCRWA, except for those expenses constituting "direct expenses" referenced on Exhibit "A". ARTICLE 5. OBLIGATIONS OF CONSULTANT Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from SCRWA. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT's employees and agents and agrees to hold harmless, defend with counsel acceptable to SCRWA and indemnify SCRWA, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT's employees except to the extent that such injury, disability, or death is caused by the negligence or misconduct of SCRWA. Indemnification of Liability, Duty to Defend CONSULTANT asserts that it is skilled in the professional calling necessary to the services and duties proposed to be performed, and that it shall perform such services and duties in conformance to, and consistent with, the standards generally recognized as being employed by professionals of CONSULTANT's caliber in the same locality. To that end, CONSULTANT and SCRWA agree as follows: 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by SCRWA (which approval shall not be unreasonably withheld), indemnify and hold harmless SCRWA, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT's assistants, employees, agents, or subcontractors in the performance of services and duties covered by this Agreement, including all claims relating to the injury or death of any person or damage to any property, but not to the extent that such liabilities, claims, suits, losses, damages, costs and expenses, arise out of or result from the negligence or willful misconduct of SCRWA, its officers, officials and employees. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by SCRWA (which approval shall not be unreasonably withheld), indemnify and hold harmless SCRWA, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or MDOLINGER11167641.1 052113-06943001 _3 _ Revised by SCRWA 2015 omission of CONSULTANT or CONSULTANT's assistants, employees, agents, or subcontractors in the performance of services and duties covered by this Agreement, including all claims relating to the injury or death of any person or damage to any property. 3. CONSULTANT shall defend, indemnify and hold harmless SCRWA, its officers, officials, employees and agents from and against all claims, damages, suits, losses, damages, rules, regulations, orders and expenses, including but not limited to attorneys' fees, court costs, cleanup costs and expenses arising out of or resulting from the alleged dispersal, discharge, escape, release, whether sudden or not, or saturation of sewage, smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids, gasses, or other materials, irritants, contaminants, or pollutants, in or into the atmosphere, or on, onto, upon, in, or into the surface or subsurface of. (a) soil, (b) water or watercourses, (c) air, (d) objects, or (e) any tangible or intangible matter, to the extent that such alleged dispersal, discharge, escape, release or saturation arises out of or results from any willful misconduct or negligent acts, errors, or omissions by CONSULTANT. 4. CONSULTANT shall not be liable for damages to the extent that such damages arise out of or result from the actions or inactions of governmental agencies, including but not limited to, permit processing, environmental impact reports, dedications, general plan and amendments thereto, zoning matters, annexations or consolidations, use or conditional use permits, and building permits. Notwithstanding the foregoing limitation on liability, CONSULTANT shall have a duty to expend its best efforts to process and obtain such permits in a timely fashion when CONSULTANT is acting as SCRWA's agent in the processing or obtaining of such permits. 5. Each party shall notify the other party of all claims arising under this Article 5. Neither CONSULTANT nor SCRWA shall settle any claim without the prior written consent of the other party. Indemnification by Construction Contractor If the Services involve a construction phase of any Project, SCRWA shall require all construction contractors covered by SCRWA's contracts related to the Project to defend, indemnify and hold CONSULTANT harmless to the same extent that the contractor is obligated to defend, indemnify and hold SCRWA harmless and also require the contractor to add CONSULTANT as an additional insured on the contractor's Commercial General Liability and Auto Liability insurance policies applicable to any Project. SCRWA shall also require the construction contractor to assume sole and complete responsibility for Project site health and safety during the course of construction, including but not limited to the safety of all persons and property related to the Project. MDOLINGER11167641.1 052113-06943001 Revised by SCRWA 2015 -4- Insurance (a) In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to SCRWA, obtain and maintain in force throughout the term of this Agreement all of the following policies of insurance: 1. General Liability Insurance: $5,000,000 per occurrence for all damages due to bodily injury, personal injury, sickness or disease, or death to any person, and damages to property, including the loss of use thereof. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project or the general aggregate limit shall be twice the required "per occurrence" limit. Coverage shall be at least as broad as Insurance Services Office Form No. CG 00 01, and include products/completed operations liability, personal injury and advertising injury coverages. The policy shall include an Additional Insured Endorsement at least as broad as Travelers form CG D2 46 08 05 or equivalent and covering "your [CONSULTANT'S] work." 2. Automobile Liability Insurance: $5,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Insurance Services Office Form No. CA 0001 and include Code 1 (any auto), or Code 8 (hired) and Code 9 (non -owned) if CONSULTANT does not have any owned automobiles. 3. Employer's Liability Insurance: $5,000,000 per accident for bodily injury or disease. 4. Professional Liability Insurance (Errors & Omissions): $5,000,000 per occurrence and $10,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of MDOLINGER11167641.1 052113-06943001 -5 - Revised by SCRWA 2015 the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. The policy shall be endorsed to include contractual liability coverage. 5. Pollution or Environmental Impairment Liability Insurance: $5,000,000 per occurrence. 6. Worker's Compensation Insurance: As required by the law of the State of California. (a) Each insurance policy required by this Agreement shall provide that coverage shall not be cancelled, non -renewed, or in any way decreased except upon thirty (30) days' prior written notice to SCRWA sent by certified mail, return receipt requested; provided, however, that the policy may be cancelled upon ten (10) days' prior written notice to SCRWA by certified mail, return receipt requested, in the event of non-payment of premium. CONSULTANT shall remain obligated to maintain insurance coverage as required by this Agreement notwithstanding such cancellation, non- renewal or modification of coverage. Each insurance policy, with the exception of the Professional Liability Insurance policy, shall provide that the insurance carrier agrees to waive all rights of subrogation against SCRWA, its elected or appointed officers, officials, agents, or employees, for losses paid under the terms of the policy which losses arise from work performed by CONSULTANT under this Agreement. Each insurance policy, with the exception of the Professional Liability Insurance and Workers' Compensation Insurance policies, shall specify that it is primary insurance with respect to SCRWA, its officers, officials, employees, and agents. Any insurance or self-insurance maintained by SCRWA, its officers, officials, employees, or agents, shall be excess of CONSULTANT's insurance and shall not contribute to CONSULTANT's insurance. All insurance shall be placed with insurance carriers having a current A.M. Best's rating of no less than A:VII and admitted to sell insurance in the State of California. (b) CONSULTANT shall furnish SCRWA with original certificates and amendatory endorsements effecting coverage required by this Agreement, all of which certificates and endorsements are to be received and approved by SCRWA prior to commencement of work under this Agreement. SCRWA at any time may require proof, in a form acceptable to SCRWA, of all required insurance policies, including endorsements affecting the coverage required by this Section. Assignment All of the terms, conditions, and provisions hereof shall inure to the benefit of and be binding MDOLINGER11167641.1 052113-06943001 Revised by SCRWA 2015 -6- upon the parties hereto and their respective successors and assigns provided, however, that, notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of SCRWA, which SCRWA may withhold in its sole and absolute discretion. State and Federal Taxes As CONSULTANT is not SCRWA's employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: *SCRWA will not withhold FICA (Social Security) from CONSULTANT's payments; *SCRWA will not make state or federal unemployment insurance contributions on CONSULTANT's behalf; *SCRWA will not withhold state or federal income tax from payment to CONSULTANT; *SCRWA will not make disability insurance contributions on behalf of CONSULTANT; *SCRWA will not obtain workers' compensation insurance on behalf of CONSULTANT. MDOLINGER11167641.1 052113-06943001 Revised by SCRWA 2015 ARTICLE 6. OBLIGATIONS OF SCRWA Cooperation of SCRWA SCRWA agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by SCRWA of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT's duties under this Agreement. CONSULTANT shall be entitled to reasonably rely upon the information and data provided by SCRWA without independent verification, except to the extent that SCRWA expressly indicates to CONSULTANT that such information may require independent verification. Assignment SCRWA may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT's duties or obligations under this Agreement. MDOLINGER11167641.1 052113-06943001 Revised by SCRWA 2015 -$ events. ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following 1. Bankruptcy or insolvency of either party; 2. Sale of the business of either party; or 3. Termination of either party as a legal entity. Termination by SCRWA for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, and fail to promptly cure such defect or deficiency within an applicable cure period (if any), SCRWA, at SCRWA's option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT's failure to professionally and/or timely perform an of fthe services contemplated b t�greement. 2. CONSULTANT's breach ofany of its representations, warranties orcovenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work properly completed through the date of the termination notice, as reasonably determined by SCRWA, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit "C-2" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if SCRWA terminates this Agreement due to CONSULTANT's default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies SCRWA may have, CONSULTANT shall reimburse SCRWA, within ten (10) days after demand, for any and all costs and expenses incurred by SCRWA in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts SCRWA would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. Termination for Failure to Make Agreed -Upon Payments Should SCRWA fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT's option, may terminate this Agreement if such default is not remedied by SCRWA within thirty (30) days after demand for such payment is given by CONSULTANT to SCRWA ("Payment Demand"). Such termination shall not release SCRWA from SCRWA's payment obligations for work satisfactorily performed prior to such termination. MDOLINGER11167641.1 052113-06943001 -9- Revised by SCRWA 2015 If SCRWA has determined that a payment is not due, or is not due in the amount billed, SCRWA shall notify CONSULTANT by a notice delineating reasons for non-payment ("Nonpayment Notice") within thirty (30) days after delivery of the Payment Demand to SCRWA. At the time the Nonpayment Notice is given, SCRWA shall pay any amount not in dispute. The parties will thereafter have thirty (30) days from the date of said notice ("Meet and Confer Period") to meet and confer to address the differences between the parties. If the parties cannot come to agreement on appropriate payment within said Meet and Confer Period, CONSULTANT may terminate this Agreement. Except as explicitly stated in this paragraph, nothing in this paragraph shall be deemed to limit the legal rights of the parties to this Agreement. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to SCRWA all work done toward completion of its services, and shall act in such a manner as to facilitate the assumption of duties by any new consultant. ARTICLE 8. GENERAL PROVISIONS Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. Documents (a) All tracings, survey notes, and other original documents, as instruments of service, are and shall remain the property of CONSULTANT, except where by law or precedent these documents become public property. Any reuse of the plans and specifications without the written authorization of CONSULTANT will be at SCRWA's sole risk and without liability to CONSULTANT. (b) All computer programs, software and other like data developed during the course of the project, unless specifically developed for SCRWA, are and shall remain the sole property of CONSULTANT. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ("the Act") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. CONSULTANT shall defend with counsel acceptable to SCRWA, indemnify and hold harmless SCRWA, its MDOLINGER11167641.1 052113-06943001 -1 O- Revised by SCRWA 2015 officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. Compliance with Laws The CONSULTANT shall keep itself informed of all applicable State and National laws and municipal ordinances and regulations of the City of Gilroy which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the City of Gilroy, obligating every contractor or subcontractor under a contract or subcontract to SCRWA for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no SCRWA employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. No Third Party Beneficiary This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for MDOLINGER11167641.1 052113-06943001 Revised by SCRWA 2015 SCRWA and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of SCRWA prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon SCRWA. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A", Section V.I. Notices, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Force Majeure Neither party shall be responsible for a delay in its performance under this Agreement, other than a delay in payment for Services already performed, it' such delay is caused by extraordinary weather conditions or other natural catastrophes war, terrorism, riots, strikes, lockouts or other industrial disturbances, acts of any governmental agencies or other events beyond the reasonable control of the claiming party CONSULTANT shall be entitled to an equitable adjustment of the Project Schedule as a result of any such delay. Time of the Essence All dates and times referred to in this Agreement are of the essence. MDOLINGER11167641.1 052113-06943001 - l 2- Revised by SCRWA 2015 Waiver CONSULTANT agrees that waiver by SCRWA of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: STANTEC CONSULTING SERVICES INC By: Tama Snow, PE Vice President & Regional Business Leader, Water, US -Pacific Region Social Security or Taxpayer Identification Number: 11-2167170 MDOLINGER1167641 1 052113-06943001 Revised by SCRWA 2015 SCRWA: SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY By: - Or Jin y orbis SCRWA Manager ATTEST: Saeid Vaziry, SCRWA Secretary Approved as to Form: *�TTT Andrew L. Faber Attorney for SCRWA -13- EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibits "B- 1" and "B-2" of the Agreement, collectively the "Scope of Work". (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Billy Wong, who will act in the capacity of Project Manager, and who will personally direct such services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to properly complete the services required herein. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence services upon delivery to CONSULTANT of written Notice to Proceed. Notice shall be deemed to have been delivered as provided in Article 8 of the Agreement in the subsection entitled "Notices." B. COMPLETION OF SERVICES Upon proper completion of all of the services defined under this Agreement, SCRWA shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has properly completed all of the services under this Agreement, and if so requested, SCRWA shall make this determination within two (2) weeks of such request, or if SCRWA determines that CONSULTANT has not properly completed all of such services, SCRWA shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The Progress Schedule will be as set forth in the attached Exhibit "D" entitled "Milestone Schedule." IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of the Agreement, "Payment", and based on Exhibit "C-1", "Payment Schedule". Direct expenses are charges and fees not included in Exhibits "B-1" and "B-2", "Scope of Work". SCRWA shall be obligated to pay only for those direct expenses that have been previously approved in writing by SCRWA. CONSULTANT shall obtain written approval IMDOLINGER11167641.1 Page 1 052113-06943001 Revised by SCRWA 2015 from SCRWA prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. CONSULTANT's SERVICES TO BE APPROVED BY A REGISTERED PROFESSIONAL ENGINEER All reports, costs estimates, plans and other documents that may be submitted or furnished by CONSULTANT shall be approved and signed by a qualified registered professional engineer in the State of California. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the professional engineer responsible for their preparation. B. STANDARD OF WORKMANSHIP CONSULTANT represents that it has the qualifications, skills and licenses necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and SCRWA expressly relies upon CONSULTANT's representations regarding its skills, qualifications and licenses. CONSULTANT shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. The plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality reasonably acceptable to SCRWA. The minimum criteria for acceptance shall be a product of neat appearance, well organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by SCRWA for similar purposes. C. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the services furnished by it under this Agreement. SCRWA's review, acceptance or payment for any of the services required under this Agreement shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to SCRWA in accordance with applicable law for all damages to SCRWA caused by CONSULTANT's negligent performance of any of the services furnished under this Agreement. 1MDOLINGER11167641.1 Page 2 052113-06943001 Revised by SCRWA 2015 D. RIGHT OF SCRWA TO INSPECT RECORDS OF CONSULTANT SCRWA, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to SCRWA by CONSULTANT, all of which shall be made available to SCRWA within five (5) business days after SCRWA's request. E. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of SCRWA, be used for any purposes other than the performance of the PROJECT services, nor be disclosed to an entity not connected with the performance of the PROJECT services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT's disclosure thereof) shall be deemed confidential. CONSULTANT shall not use SCRWA's name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of SCRWA. F. NO PLEDGING OF SCRWA'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of SCRWA or incur any obligation in the name of SCRWA. G. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of SCRWA, but CONSULTANT may retain and use copies thereof subject to Paragraph E immediately above. SCRWA shall not be limited in any way in its use of said material at any time for any work, whether or not associated with PROJECT. However, CONSULTANT shall not be responsible for damages resulting from the use of said material for work other than PROJECT, IMDOLINGER11167641.1 Page 3 052113-06943001 Revised by SCRWA 2015 including, but not limited to, the release of this material to third parties for work other than on PROJECT. H. NOTICES. Notices are to be sent as follows: SCRWA: Saeid Vaziry, Environmental Programs Manager South County Regional Wastewater Authority 1500 Southside Drive Gilroy, CA 95020 CONSULTANT: Billy Wong, Project Manager Stantec Consulting Services Inc. 1340 Treat Boulevard, Suite 500 Walnut Creek, CA 94597 I. FEDERAL FUNDING REQUIREMENTS. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and SCRWA-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. IMOOLINGER11167641.1 Page 4 052113-06943001 Revised by SCRWA 2015 EXHIBIT "B-1" GENERAL ENGINEERING SERVICES SCOPE OF WORK: FY 2024 AND FY 2025 Introduction This Scope of Work describes General Engineering Services that may be provided on an as -needed basis by the CONSULTANT to SCRWA during FY2024 and FY2025 to assist with operations, planning, and administration for the Wastewater Treatment Plant (Facility) and Recycled Water System. This Scope of Work includes the following tasks: South County Regional Wastewater Authority General Engineering Services Tasks ■ Task 1 — Facility Flow Projections ■ Task 2 — Salt Management Support ■ Task 3 — Recycled Water System Support ■ Task 4 —NPDES/WDR Permit Renewal ■ Task 5 — General Support Services for Maintenance and Operations ■ Task 6 — Project Management, Board, and TAC Meetings South County Regional Wastewater Authority Capital Projects in Planning, Design, Construction Management and Support Tasks ■ Task 7 — Studies for Future Capital Improvement Projects. ■ Task 8 — Engineering Services for Wastewater Treatment Capacity Expansion Project. Each of these tasks is described below in detail. Assumptions made regarding the required engineering level -of -effort are listed below and shown in Exhibits "C-1" and "C-2". SCRWA will furnish to the CONSULTANT all applicable information and technical data in SCRWA's possession or control that are reasonably required for the proper performance of the General Engineering Services. The CONSULTANT shall be entitled to reasonably rely upon the information and data provided by SCRWA or obtained from generally acceptable sources within the industry without independent verification except to the extent such verification is expressly included in the Scope of Work. ' A detailed scope of work for Task 8, Engineering Services for Wastewater Treatment Capacity Expansion Project, is provided in Exhibit "B-2." Exhibit B-1 Page 1 SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY GENERAL ENGINEERING SERVICES TASKS Task 1— Facility Flow Projections Subtask 1. 1 —Engineering Support To aid in estimating future treatment and disposal needs, the CONSULTANT will update flow projections based on actual flow data and revised permitting and population data from the planning departments of the Cities of Gilroy and Morgan Hill. The CONSULTANT will meet with SCRWA staff, its Technical Advisory Committee JAC), and its Board members to review and adjust plans for future wastewater facility improvements. Revised projections will be presented as an update to the Wastewater Flow Projection Report/Technical Memorandum. In addition, the Urban Growth Boundaries (UGB) analysis will be adjusted based on recent updates to the UGB in the City of Gilroy, if available, and will include the Flow Projections update. The purpose of the UGB analysis is to determine the total wastewater flow expected from within the UGB based on planned land use. Work on this task will be provided on as as -needed basis; a projected level of effort is provided in Exhibit "C-2". Task 2 — Salt Management Support Subtask 2.1— Engineering Support The 2010 Waste Discharge Requirements (WDR) allow SCRWA to participate in a regional salt management program in lieu of preparing an analysis each year. The Final Salt and Nutrient Management Plan has been published. On behalf of SCRWA, the CONSULTANT will assist the regional partner, Santa Clara Valley Water District (Valley Water), in providing technical support for the regional salt management program for the South County on an as -needed basis. Work on this task will be provided on as as -needed basis; a projected level of effort is provided in Exhibit "C-2". Task 3 — Recycled Water System Support Subtask 3.1— Training Workshops The CONSULTANT will prepare materials and provide an annual training workshop for new and existing recycled water users in accordance with Regional Water Quality Control Board (RWQCB) regulations. To assist SCRWA staff in issuing annual recycled water permits, the CONSULTANT will inspect the recycled water systems of each user, and issue inspection reports to SCRWA staff detailing the findings of the inspections. In addition, the CONSULTANT will provide as -needed recycled water user coordination and support to inspect new sites outside of the annual training and inspections, answer user questions, and coordinate with Valley Water. Exhibit B-1 Page 2 Subtask 3.2 — Review Santa Clara Valley Water District South County Recycled Water Project and as -needed support The CONSULTANT will conduct engineering design reviews of the Valley Water South County Recycled Water Projects and provide as -needed engineering support to SCRWA staff on specific design issues relating to the recycle water system servicing the South County, as directed by SCRWA. The CONSULTANT will attend design review meetings, provide written comments with supporting documentation, and provide inspection services as requested by SCRWA. Task 4 — NPDES/WDR Permit Renewal Subtask 4.1— Engineering Support SCRWA is currently operating under WDR Order No. R3-2017-0028, and National Pollutant Discharge Elimination System (NPDES) No. CA0049964 issued by the Central Coast RWQCB in September 2017. A renewal of the permits was submitted to the RWQCB in March 2022 for review. The CONSULTANT will provide engineering support to SCRWA for the following tasks. ■ The renewal application for WDR permit, which expired in 2022 was submitted on behalf of the SCRWA in March 2022. The renewal process includes preparation of the NPDES renewal application, response to comments on Draft NPDES permit, finalizing the permit, making presentations to the RWQCB, attending meetings with the RWQCB staff, and providing technical expertise to SCRWA regarding the permit renewal process. ■ Continued planning and support for Pajaro River discharge point (002). This includes preparation, sampling and data collection coordination, and other support for the river discharge scenario. ■ WDR permit compliance, as required by RWQCB for maintenance of SCWRA's WDR permit. The CONSULTANT will provide support including coordination with SCRWA's onsite operator to obtain groundwater data from quarterly groundwater monitoring events, analysis of groundwater data, and gradient map preparation. ■ At the request of SCRWA, additional as -needed engineering services to support SCRWA staff. These services will be performed on a time -and -materials basis upon the request of SCRWA Manager or designee. Work on this task will be provided on both a scoped and as -needed basis; a projected level of effort is provided in Exhibit "C-211 . Task 5 — General Support Services for Maintenance and Operations Subtask 5.1 — As -needed Engineering Support The CONSULTANT will provide as -needed engineering services support to SCRWA staff for potential and ongoing operations and maintenance (O&M) activities at the SCRWA Facility. Work on this task will be provided on an as -needed basis; a projected level of effort is provided in Exhibit "C-2". Exhibit 13-1 Page 3 Task 6 —Project Management, Board and TAC Meetings Subtask 6.1—Project Management The CONSULTANT will provide overall technical, financial, and administrative management for the contract and maintain effective communications with SCRWA's project administration staff. The CONSULTANT will provide management activities for capital projects as set forth in this Scope of Work. Specific project management activities include preparing a Project Work Plan and monthly invoices, subcontracting and subcontract management, and project status reports. Monthly financial monitoring will be conducted in accordance with internal CONSULTANT project management procedures. Under this General Engineering Services contract, the CONSULTANT will develop and submit Opinions of Probable Construction Cost (OPCC) related to any construction projects at the wastewater treatment plant which opinions shall be based on Association for the Advancement of Cost Engineering (AACE) standards. OPCCs must reference applicable Engineering Cost -Record (ENR) cost indexes and local market factors such as local labor and local cost of goods and materials. Each OPCC will be prepared in accordance with the cost estimate class defined by the AACE. SCRWA acknowledges that the CONSULTANT has no control over costs of labor, materials, competitive bidding environments and procedures, unidentified field conditions, financial and/or market conditions, or other factors likely to affect the OPCC of this project, all of which are and will unavoidably change due to Acts of God and other market events beyond the control of the parties. SCRWA further acknowledges that this is a "snapshot in time" and that the reliability of this OPCC will inherently degrade over time. SCRWA agrees that the CONSULTANT cannot and does not make any warranty, promise, guarantee, or representation, either express or implied that proposals, bids, project construction costs, cost of operation, or cost of maintenance will not vary substantially from the CONSULTANT's good faith OPCC. Work on this task will be provided on both a scoped and as -needed basis; a projected level of effort is provided in Exhibit "C-2". Subtask 6.2 — SCR WA Board/TAC Meetings Representatives of the CONSULTANT will attend regular SCRWA TAC meetings, Board meetings, and other related meetings. The CONSULTANT will prepare appropriate materials for presentation and will conduct follow-up information collection and summarization work to support SCRWA staff. Work on this task will be provided on both a scoped and as -needed basis; a projected level of effort is provided in Exhibit "C-2". SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY CAPITAL PROJECTS IN PLANNING, DESIGN, CONSTRUCTION MANAGEMENT AND SUPPORT TASKS Task 7 — Studies for Future Capital Improvements The SCRWA facility requires ongoing maintenance and improvements. Based on discussions with Exhibit B-1 Page 4 SCRWA, CONSULTANT has identified five areas for potential improvements and proposes to conduct a study for each of these areas for further consideration by SCRWA and the SCRWA board. The purpose of these studies is to evaluate options (at a conceptual design level only) and prepare programmatic cost estimates to inform further consideration by SCRWA. Subtask 7.1—Repair Influent Ponds I & 2 CONSULTANT understands that SCRWA seeks to repair the Influent Pump Station (IPS) ponds 1 and 2, which are currently used for emergency retention of possible overflow from the influent pump station. The IPS ponds were constructed in 1982 as wastewater aeration basins, and were later re -purposed as emergency overflow storage when denitrifying treatment facilities were built in 1994. CONSULTANT expects that improvements (e.g. liner upgrade) may be cost-effective method for increasing functionality and reliability to get full value from these SCRWA assets. Scope subtasks: ■ Revise the April 2020 Technical Memorandum to fit current conditions and to present alternatives for repairs of the pond liner system ■ Coordination with RWQCB for input on the proposed Pond use. This may be done by SCRWA, after submittal of the draft Technical Memorandum. ■ Coordinate with the SCRWA operations staff regarding leakage standards and operational risks. Subtask 7.2 — Optimization of Reclamation Pond CONSULTANT will evaluate the Reclamation Pond at the plant to determine if the SCRWA recycled water supply capacity may be economically increased by installing piping from existing secondary effluent storage to the tertiary treatment inlet. The proposed scope for this task consists of a preliminary engineering design study for the necessary piping, with a cost estimate. The existing two -section storage pond located along Southside Drive at the Plant, known as the "Reclamation Pond", was originally constructed circa 1980 with a liner to store secondary effluent that was then pumped into the Santa Clara Valley Water District (Valley Water) recycled water distribution system. When the SCRWA system was upgraded in the late 1990 to provide tertiary treatment, the outflow from the Reclamation Pond was piped to the percolation ponds. Recently, recycled water system improvements have enabled the peak recycled flow demand to exceed the available flowrate of secondary effluent. Under these circumstances, the addition of piping connection to route flow from the Reclamation Pond to the tertiary filter influent pumps would provide the opportunity for increasing the recycled water supply flow under peak flow conditions. Recognizing that routing water to recycle decreases the load on the percolation disposal system, this improves wastewater disposal capacity as well as recycled water capacity. This scope task would develop a preliminary design, including a Basis of Design Technical Memorandum, layout drawing, hydraulic calculations, quantity estimate, and cost estimate. Scope '- Stantec, April 2020. Draft Technical Memorandum "Utilisation of Former Aeration Ponds at the Influent Pump Station" with OPCC and calculations (not formally issued). Exhibit B-1 Page 5 subtasks are as follows: ■ Coordinate with the SCRWA operations staff who originated the concept for the Reclamation Pond. ■ Conduct file search to assemble past drawings, survey data, and other past -project documentation of existing conditions. ■ Prepare a Basis of Design Technical Memorandum. o Prepare a layout mechanical drawing. o Prepare hydraulic calculations. o Prepare quantity estimate. o Preparation of a Class 5 OPCC by a Cost Estimator. ■ Respond to comments on the draft final Technical Memorandum. ■ Deliver the final Technical Memorandum to SCRWA. Subtask 7.3 —Area 98 Reservoir CONSULTANT will evaluate increasing the SCRWA recycled water delivery capacity by adding storage reservoir volume for tertiary treated water. This scope task consists of a preliminary engineering design study for construction of a second 3 MG capacity covered reservoir beside the existing Area 98 reservoir. The layout of the existing Area 98 reservoir anticipated an additional neighboring parallel matching reservoir construction. The location of the inlet/outlet structure to the east was intended to facilitate connection to another reservoir on that side. The anticipated second reservoir unit will occupy land currently used for stormwater management, as discussed in the Mitigated Negative Declaration (MND) for the Plant Expansion project,3 and this may affect the future use of the South Percolation Ponds. CONSULTANT believes it is an appropriate time to review and verify the siting decisions. Flow between the existing Area 98 Reservoirs and the recycled water pump station runs through a single bi-directional 20-inch diameter pipeline which enters and exits the chlorine contact basin at the same location and hydraulic elevation. Operation of the UV system and efforts to control the desired chlorine contact basin volume are both constrained by this hydraulic elevation. Operability may be improved by utilizing two pipelines so one can be carrying disinfected flow to the reservoirs from one hydraulic level while a second returns flow to the delivery pumps at a second, independent hydraulic level. Consequently, predesign for a second 20-inch diameter pipeline is included in this scope of work. To meet demand for recycled water delivery capacity, this scope task would develop a preliminary design for a second 3 MG reservoir, including a Basis of Design Technical Memorandum, layout ' MWH/Stantec (August 2017). "Evaluation of Implementing Recycled Water System Upgrades at SCRWA " Technical Memorandum. Exhibit B-1 Page 6 drawing, approximate hydraulic calculations, quantity estimate, and cost estimate. Scope subtasks are as follows: ■ Conduct file search to assemble past drawings, survey data, and other past -project documentation of existing conditions. ■ Prepare Basis of Design Technical Memorandum, including flow control strategy evaluation: o Prepare layout civil drawing; o Prepare approximate hydraulic calculations for sizing pumps and piping; o Prepare quantity estimate; and o Preparation of a Class 5 OPCC by a Cost Estimator. ■ Deliver the draft Technical Memorandum for SCRWA staff review. ■ Respond to comments and deliver the draft final Technical Memorandum. ■ Deliver the final Technical Memorandum to SCRWA. Subtask 7.4 — Repurposing the Frazier Lake Road Property for Percolation Ponds CONSULTANT proposes to evaluate repurposing SCRWA's Frazier Lake Road Property for use as a site for percolation ponds. Construction and operation of percolation ponds was previously planned for Frazier Lake Road Property, which can maintain reliable disposal capacity when part of the South Ponds area is converted to site stormwater management. The scope for this task consists of a preliminary engineering study for percolation pond dikes and associated effluent delivery piping for Frazier Lake Road Property percolation ponds ("Frazier ponds"). SCRWA acquired the 49-acre parcel of agricultural land on the west side of Frazier Lake Road in 1999 and prepared a preliminary layout for construction of percolation ponds on the site (see attached drawing). The 1999 SCRWA application for an increase in permitted flowrate included an estimate of the percolation capacity expected from the construction of the "Shriner" ponds and the subsequent "Frazier" ponds. The construction of the Frazier ponds was delayed partly due to incorporation of the industrial wastewater percolation ponds into the municipal system and in 2014 a study was done evaluating possible distribution of recycled water to the Frazier property (see attached diagram). More recently, the need to manage stormwater from the site in accordance with the State Industrial General NPDES Permit for stormwater has increased the importance of maintaining adequate stormwater holding pond capacity. Planned construction of a second recycled water reservoir (Area 98 Reservoir) on a site currently used for stormwater holding will shift flow to one or more of the South Ponds which are currently allocated for secondary effluent percolation. The construction of the Frazier ponds would replace the capacity of the South Ponds. Considering the site conditions, the Frazier ponds are more suitable for effluent percolation than the South Ponds, which are more optimally used for stormwater. To provide reliable effluent disposal capacity, this scope task would develop a preliminary design for percolation ponds on the Frazier Lake Road property, including a Basis of Design Technical Memorandum, layout drawing, approximate hydraulic calculations, quantity estimate, and cost estimate. Scope subtasks are as follows: Exhibit B-1 Page 7 ■ Conduct file search to assemble past drawings, survey data, and other past -project documentation of existing conditions. ■ Prepare Basis of Design Technical Memorandum, including design of dikes, access roads, monitoring wells, and secondary effluent delivery pumps and piping: o Prepare layout civil drawing; o Prepare approximate hydraulic calculations for sizing pumps and piping; o Coordinate with groundwater hydrologist to plan groundwater monitoring wells; o Prepare quantity estimate; and o Preparation of a Class 5 OPCC by a Cost Estimator. ■ Respond to comments on the draft final Technical Memorandum. ■ Deliver the final Technical Memorandum to SCRWA. Subtask Z3 — Miscellaneous Equipment Efficiency Optimization This subtask would review and evaluate improvements at the SCRWA Plant, including to two equipment areas: 1. Dewatering Building Improvements. A new and larger hopper and improving the efficiency of the vacuum filter press. 2. Oxidation Ditch Mixers Improvements. Improving the efficiency of the mixers on the oxidation ditches. Task 8 — Engineering Services for Wastewater Treatment Capacity Expansion Project The CONSULTANT will provide engineering services the Wastewater Treatment Capacity Expansion Project during an expected construction duration of 36 months starting July 1, 2021, through June 30, 2025. The Scope of Work for the Wastewater Treatment Capacity Expansion Project is summarized below, and a detailed scope of the CONSULTANT's services is provided as Exhibit "B-2". Subtask 8.1-- Engineering Services During Construction The CONSULTANT will provide project management, bid support services, engineering services during design (ESDC) and construction management services for the Wastewater Treatment Capacity Expansion Project. The CONSULTANT's services will include the following items: ■ Attend construction and coordination meetings, either in person or by telephone conference as needed; ■ Review shop drawings and technical submittals for adherence with Contract Documents; ■ Prepare submittal responses, and any resubmittals; ■ Prepare answers to contractor RFIs; Exhibit B-I Page 8 ■ Prepare CDCs; ■ Prepare change orders as requested by SCRWA; and ■ Prepare Record Drawings based on a single set of markups provided by the Contractor. One full size and one-half size set of drawings will be provided to SCRWA. Development of Standard Operating Procedures for the MBR Upon completion of the Plant Expansion project, CONSULTANT will develop a Standard Operation Procedures (SOP) for equipment operation information, the workflow for the overall operation of the Membrane Bioreactor (MBR). Project Closeout The CONSULTANT will perform project closeout activities, including Substantial Completion, Final Job Walk, and Start up, Testing, Commissioning and Operations Planning. Assumptions: ■ Engineering services during construction and construction management services were estimated based on an expected 36-month construction schedule; construction is expected to be complete in June 2024. Record Drawings CONSULTANT will prepare Record Drawings based on a single set of markups provided by the Contractor. One full size and one-half size set of drawings will be provided to SCRWA. Subtask 8.2 — Construction Management The CONSULTANT will provide construction management services for the Wastewater Treatment Capacity Expansion Project. The CONSULTANT's services will include the following items: ■ Facilitate pre -construction meeting. ■ Perform pre -construction documentation of existing site conditions. ■ Perform Resident Engineering and Inspection services to monitor the contractor's work to ensure compliance with contract document. ■ Coordinate track and process submittals and shop drawings. ■ Issue Field Memos and CDCs. ■ Assign and track PCOs. ■ Review Change Order Requests and provide recommendation to SCRWA. ■ Log and track contractor RFIs. ■ Review contractor billings and provide recommendation to SCRWA. ■ Conduct construction progress meetings and document meetings through minutes. ■ Coordinate special inspections, material testing and special testing. Exhibit 13-1 Page 9 Note that ESDC and Construction Management assumes the remaining period of construction activities beginning in July 1, 2023 through the end of FY25 on June 30, 2025. Exhibit 13-1 Page 10 EXHIBIT "B-2" TASK 8 — ENGINEERING SERVICES FOR WASTEWATER TREATMENT CAPACITY EXPANSION PROJECT The scope of services presented herein is to provide ESDC and construction management services for the Wastewater Treatment Facility Capacity Expansion — Membrane Bioreactor (MBR) Project (Project) for SCRWA. The construction period for the Project is currently estimated at a total of 36 months, and for the FY2024-FY2025 agreement, scope of services are for the remainder of construction period. The engineering design for the Project was completed in September 2020, and consists of: ■ A new activated sludge train, MBR, addition to the existing Facility. It will be sized to incrementally increase the existing treatment plant capacity from 8.5 million gallons per day (MGD) average dry weather flow (ADWF) to 10 MGD ADWF. The design includes an option to support MBR expansion for a future total plant throughput of 13.5 MGD ADWF. New facilities to support the MBR, including headworks, solids handling, chemical feed and storage. Under the Agreement for FY2016-FY2017, the CONSULTANT completed a Preliminary Project Design Report (PDR) and engineering design services to 60%, including OPCC. Under the Agreement for FY2018-FY2019, the CONSULTANT progressed the engineering design from 60% through 90% bid set drawings, which included design changes based on value engineering sessions conducted in 2017 and 2018. Under the Agreement for FY2020-FY2021, the CONSULTANT advanced the design to 100% bid set drawings, with an OPCC for the 100% design phase. Once the 100% design was accepted by SCRWA, the CONSULTANT assisted in bid services. Under the FY2022-2023 Agreement, the CONSULTANT provided engineering design services during construction and construction management services. Start of construction for the MBR was July 2021, and as such, the scope and estimated budget provided was for the first 24 months of construction. For the FY2024-2025 Agreement, CONSULTANT will provide engineering design services during construction and construction management services for the expected remaining 12 months of construction, and services for Project closeout and preparation of the SOP manual. Exhibit "B-2" includes presentation of the scope for the remainder of the construction period for the MBR facility (July 2021 through June 2025). Subtask 8.1— Engineering Services During Construction The CONSULTANT will provide ESDC for the Project, including the following items: ■ Review shop drawings and technical submittals for adherence with Contract Documents. Review submittals assuming each submittal require 12 hours each review time, and resubmittals review time at 4 hours each. Appendix A 1 Page I ■ Prepare answers for RFIs with review time at 6 hours each. ■ Prepare CDCs with review time of 10 hours each. ■ and support up to 25 change orders at 8 hours each as necessary. ■ Attend up to 24 in -person and 240 telephone construction meetings associated with coordination. Provide up to 16 structural site observations and site visits for other disciplines during key points during construction (such as foundations, walls, roof, or equipment installation). The CONSULTANT will provide onsite geotechnical observations during ground preparation, pre -loading, and dewatering. ■ The CONSULTANT will provide onsite biological observations during the initial ground disturbing activities at the start of construction activities. Subtask 8.2 — Construction Management The CONSULTANT will provide construction management and inspection services for the Project. The CONSULTANT will provide a full-time resident engineer, inspectors, and a construction manager for the Project. The CONSULTANT's services will include the following items: ■ Facilitate pre -construction meeting. ■ Perform pre -construction documentation of existing site conditions. ■ Perform Resident Engineering and Inspection services to monitor the contractor's work to ensure compliance with contract document. ■ Coordinate track and process submittals and shop drawings; ■ Issue Field Memos and CDCs. ■ Assign and track PCOs. ■ Review Change Order Requests and provide recommendation to SCRWA. ■ Log and track contractor RFIs. ■ Review contractor Billings and provide recommendation to SCRWA. ■ Conduct construction progress meetings and document meetings through minutes. ■ Coordinate special inspections, material testing and special testing. Assumptions: ■ Construction of the Project is started in July 2021 (FY22), and the Construction period was estimated at 36-months, based on the construction schedule). Currently it is estimated that 12 months (FY24) remain in the Construction period. ■ The remaining scope for ESDC services for 24 months (through FY25) is presented herein; however, scope and budget for Substantial Completion, Final Job Walk, Record Appendix Al Page 2 Drawings, and any start-up activities and O&M manual/Standard Operating Procedure (SOP) preparation will be provided in the FY2024-FY2025 agreement. o The budget includes ESDC and construction management services for a period of up to 24 months (continuing from July 1, 2023 through end of this contract on June 30, 2025). SCRWA PROVIDED SERVICES The following services shall be provided by SCRWA: ■ Environmental Planning. SCRWA shall provide environmental planning to provide support for those services during design and construction. ■ Plant Monitoring and Performance Data. SCRWA shall provide monitoring and plant performance data and reports for the existing wastewater treatment plant as needed. ■ Timely Review of Design and Construction Documents by SCRWA. A period of 10 days has been assumed for SCRWA's review of CONSULTANT design submittals. SCRWA's review of construction documentation shall be performed in a timely manner. ■ Existing Facility Record Drawings. SCRWA shall provide the CONSULTANT with up-to-date record drawings as applicable for the existing facilities. ■ Legal Services. SCRWA shall provide legal services related to contract review, bidding irregularities, protests, claims and related items. ■ Project Administration. SCRWA shall maintain responsibility for the Project. SCRWA shall provide resources to approve/disapprove of any changes to the specifications, plans, or other contractual obligations of SCRWA. ■ Financial Administration. SCRWA shall provide books of account for the receipts and disbursements associated with the Project necessary for fiscal control. The resident engineer will coordinate progress payment and change order costs with SCRWA to facilitate proper financial administration. ■ Permits. All permitting fees will be paid by SCRWA. SCRWA and the Construction Contractor shall coordinate all required building and construction permits. It is assumed that the Storm Water Pollution Prevention Plans (SWPPP) will be done by others. SCRWA will furnish to the CONSULTANT all applicable information and technical data in SCRWA's possession or control that are reasonably required for the proper performance of the Project. The CONSULTANT shall be entitled to reasonably rely upon the information and data provided by SCRWA or obtained from generally acceptable sources within the industry without independent verification except to the extent such verification is expressly included in the Scope of Work. Appendix A 1 Page 3 EXHIBIT "C-1" PAYMENT SCHEDULE Exhibit C-1 EXHIBIT "C-1" PAYMENT SCHEDULE (FY2024-FY2025) Payment to CONSULTANT shall be as called for in Article 4 of the Agreement, and the following rates schedule and fee estimate. Labor Rates (by classification) Principal Professional II $254 per hour Principal Professional I $244 per hour Senior Project Engineer/Scientist $217 per hour Project Engineer/Scientist $191 per hour Senior Engineer/Scientist $170 per hour Staff Engineer/Scientist $148 per hour Designer/Scientist $127 per hour Assistant Designer/Scientist $106 per hour Construction Manager $254 per hour Resident Construction Engineer $244 per hour Senior Inspector $235 per hour Construction Safety Representative $201 per hour Inspector/Field Engineer $175 per hour Field Engineer/Doc Control $160 per hour Senior Administrator $122 per hour Administrator $106 per hour Other Direct Costs Mileage GSA rate' Notes 1. Individual hourly rates include salary, overhead and profit. Outside services and other direct costs (ODCs) include a mark-up of 10%, which includes mileage. 2. A mark-up of 5% will be charged on Stantec's subconsultant Carollo for Construction Management Labor. 3. Construction Management Rates include ODCs. 4. Rates are valid through June 30, 2025. Thereafter, hourly rates and mileage will be adjusted in line with CONSULTANT's annual salary review and inflation. United States General Services Administration (GSA) travel per diem rates and mileage were accessed via the following URL: https://www.gsa.gov/travel-resources Exhibit C-1 Page 1 of 1 EXHIBIT 46C-2" CONSULTANT FEE ESTIMATE SCRWA GENERAL ENGINEERING SERVICES FY2024 through FY2025 Exhibit C-2 Exhibit"Cd" SCAM GENERAL ENGINMA NG SERVICES MIMI FYNM STANTEC FEE ESTIMATE FlELO PAIN PAIN SRPRQJ PROD !R STAFF E. ASSIST CONST REM SR lAFETY CIX23T ENO SR eL m SOBa 2291 IM& Ey Ta ELM Inks EU E91 m all cm LK EGS 2n bmll m WE SEE MR WrA MW &2MN 11111MUL AURIM& 1118IDIAL I21&L AW1111TAL IMIMI& South CwMy Rplsnal Waat—I,ta AWMMy 0-1 ErpkWer1" S.rWeea Taak, T..k 1-Fa INy FIOW PreaWj.ctloLn'a LT.3m f22,f10 fn,fTs —I1-1-1, Fkau PmjM . 0 25 0 42 0 n 30 0 0 0 0 0 0 0 0 0 In 032 $17— SiR f.13m Taak 2-Mall Manall.ment SuppeN 1s,en s;W1 s;Wt Sud�Y 2 1- Sal Ma..0.m. l SwW 0 I0 0 0 0 13 0 0 0 0 0 0 0 0 0 0 01. W fn. ss ]n Taak!-Ra dM Waa Sp— Support SIt2A` p+Atl "I]M MY1daY 2.1-Tmr--1-1 0 0 0 n 0 )s 0 0 0 0 0 0 0 0 0 0 S1O]92 W f1 aT11 314e)1 Su1.aYlx-Rarity SCVWO S. C.. AerydM WaNr 0.gW. 10 W aaroM.d aup0.rl IS O 13 0 T5 ]S 0 0 0 0 0 0 0 12 0 f]O.s41 W W fJ0.Se1 SUI.aY]3-R.ryYM WaIerPWs.. Supparl 0 0 0 0 0 n 0 0 15 In 0 0 0 0 0 fu0blY RKycled W�IwluplTort t0 16 0 L 0 275 )e 0 T6 2)6 0 0 0 0 n 0 S1aI.E] W ft,aT! TWk 4-NPOESM10R PmMt R—I fW,Wt 323,Y1 f14u1 S—a.1- Enynaanp Supp.rl m aS n 0 W W 0 0 0 0 0 0 0 0 0 12 MIn W S'Sa SSOSfI 360,1]f Talk a-G.—Supp,,nS—lc.. I.r M-11-11. and Operati.. S2 8 ftlf.eW f+14eW S—Sl-A.m.bd Epkavkq Suppm 100 W 100 IW IW 2x0 2W 1. 0 W 0 0 0 0 )A W 11223W W 1111 321)n!I in;2W Taak f - Project MaMO.mmt, Baud aM TAC M..Ui M W.010 W.I. MAI. SUMaY:I-PrgxAMmgameM ISO 1. 0 0 0 1L 0 0 0 0 0 0 0 0 W 100 ss)IM W W 33)1M SublaY e2- SC—"ABwd RAC M.Np. W 0 0 0 0 25 0 0 0 0 0 0 0 0 0 2S Sx1,SW W s1.2ae sn- 1u01o0IPrV—Umpamml 210 1m 0 0 0 IW 0 0 0 0 0 d 0 0 20 123 s11Ana IO t1.IIf SUM,,UI- G.mral Erglrwerbg S.rvl..a Nf 245 In Ile 2. .1 Nf 1m n M 0 0 0 0 n I.) $m- SII,fm s..W2 fflO.saa SW4000 WC— [jo Stantec "Zb RRIN PmN SRPROJ PROD SR !TAPE OES A5315T CONST RES SR SAFEIT —ST ENO SR Ulm Am gi Tay& ELH ELU im Max ENO EMSI EM4 9M am Am Qu M& Es WE uz Rm Ml amA Awa lSI lo& lualu L it miaL io& IML12IAL lY11I47lL South Ceuftty Reibnal Waatawataf Autheftty CapNl P,.*ta In M—ft Oval9n, Cenatrv[tlen MI—,; ant and 3up9eft Taak. Taak T- Studlaa I., Rro k, and CapfWI lmprpvemanla M04b0 f2p4b0.M t204000 3udaak )1- Repo al I-- let 21 12 a0 0 o n 1. 0 0 0 0 0 0 o W em so sxTS M51. Sudaak).2- Cpli.—dpecbrrpllm Pm 24 24 b [0 b IV ib 0 0 p 0 1• • SM e52 M $275 Ste 127 3udaLL ).]-NUMRwemw 24 Ix b 0 0 n 21 0 0 0 0 0 0 0 S MI,]e0 M f2)5 MI.e55 3uda[k Ta-Rvpurpsh9Fr- lake Repxry. Pa .- 200 b M e0 M )2 n 0 0 0 0 0 1 7• i 31]e.e00 M $2147 $1b.9b SuWak 1S-e9awR>newa EOuy 1Elli-0plkfi — 2a 24 a0 40 b 1>D 1M 0 0 0 0 0 0 Ii 3)Se4 M 1215 S)e.121 wklvltl MCaplw MpnvamaNSMda }M 152 MO iM f/0 a}f )/2 p o 0 0 / 0 0 tl 0 "K)M s0 l3,247 Taak ea -sa 1111, Waala 11 Tfvatmant Plant Eapanabn Pfpjact 11,Q4M1 fS84W1 MM,a0a Sudaa4 e.1- EfNMam95«uks lw^9 [w�•nalbn Jury 2Q1-Aloe 2QJ Ra nvdNl l•0 tM 1,M5 M2 Bea 1,920 M9 e00 0 0 0 • • i 0 $1,4-,M9 s]59.— $1111) f1..IS.1 Su0dwbEniPflvv1k10laMcaa Oudnp CpnaW[tlen ]f6 )/S I,MS M} f/1 ;f10 M• /M 0 0 0 0 • p i • sl.m /f plf.000 n/,}1] Taak eb-Conslfucibn Malupemenl Svlvkaa S;2M.— 11/It,., "a- SudaaYe2-Cvnaeu[Ibn Ma�M I Jury —1-Jum 2Q] RI1fOdls. f90 a p a p 0 a a o 2.Q0 0 0 2.11 • • 0 $t IMM f9Q)10 $1632.1 !;2]/.980 Sebrow ro. GataNLtlm MmaprmnlSrNcva IW Q 0 0 0 0 0 0 0 ;/10 0 0 4/10 0 0 0 f1,11400 SM;)f0 snz— Sudelal-CapI1M Pf9j— )Q QT 1.M5 IIQ 1124 2ab 1.ep1 600 0 2.610 0 • 2510 0 b 0 S29b.10! sl.]21}10 SIR., M.M.1 fZ7/;M2 SIAMM! Grand Tew 1,1Q 1,1/2 ;fn 1,328 Ana ;H) ;Q/ 700 IS ;M5 / Q ;/10 • 112 1Q S1,S};n2 11,314110 SI/4/l4 $Sm., s;a;Y} S1f/4}•f feua 10000 w lremnva[1r Iwel mun IMw Iox mn •p A taW W muly nM n Peadfe n Ed,MLI- V SLdntCC Papalal2 EXHIBIT "D" MILESTONE SCHEDULE SCRWA General Engineering Services Tasks will be provided on an as -needed basis for Fiscal Years 2024 to 2025: Services Commence: July 1, 2023 Services Complete: June 30, 2025 SCRWA Capital Projects — Management and Support Tasks will be provided in accordance with the anticipated Project construction schedules. Services Commence: July 1, 2023 Services Complete: June 30, 2025 Exhibit D Page 1