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HomeMy WebLinkAboutAgreement - Stantec Consulting Services Inc. - Contract No. 25SCRWA0055 - Signed 2025-7-1City of Gilroy Agreement/Contract Tracking Today’s Date: July 1, 2025 Your Name: Izabela Cirloganu Contract Type: Services over $5k - Contractor - ENG OR DESIGN Phone Number: X255 Contract Effective Date: (Date contract goes into effect) 7/1/2025 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Stantec Consulting Services Inc. Contract Subject: (no more than 100 characters) Agreement for Services between SCRWA and Stantec Consulting Services . Contract Amount: (Total Amount of contract. If no amount, leave blank) $2,548,694 By submitting this form, I confirm this information is complete:  Date of Contract  Contractor/Consultant name and complete address  Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid)  Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached  Taxpayer ID or Social Security # and Contractors License # if applicable  Contractor/Consultant signer’s name and title  City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 LeeAnn McPhillips Andy Faber Jimmy Forbis Harjot Sangha TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… • Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Purchasing Approval • Purchase Requisition Payment Method Purchase Order* • Informal bid/quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Purchase Requisition Payment Method Purchase Order • Formal Bid • Advertisement • Council Approval • Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… • Vendor selection at discretion of staff • May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if so proprietor or partner) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order* • Informal Bid/RFP quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal Bid/RFP/RFQ • Advertisement • Council Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... • Vendor selection at the discretion of staff • Purchase Summary Form w/ Purchasing Approval • Standard Agreement signed by Department Head • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to at least 3 consultants • Purchase Summary Form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to a list of consultants • Evaluation Spreadsheet w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal RFP/RFQ • Advertisement • Council Approval • Standard Agreement signed by City Administrator • Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC 444 W. 47th St., Ste. 900 Kansas City MO 64112-1906 (816) 960-9000 kcasu@lockton.com STANTEC CONSULTING SERVICES INC. 410 17TH STREET SUITE 1400 DENVER CO 80202-4427 ACE Property and Casualty Insurance Company 20699 Travelers Property Casualty Company of America 25674 Berkshire Hathaway Specialty Insurance Company 22276 X X X CONTRACTUAL/CROSS X XCU COVERED 2,000,000 1,000,000 25,000 2,000,000 4,000,000 2,000,000 X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X X 9,000,000 9,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 A TC2JCAP- 8E086819-TIL-25 5/1/2025 5/1/2026 A TJBAP- 8E086820-TIL-25 5/1/2025 5/1/2026 B 47- GLO-307584 -07 5/1/2025 5/1/2026 B 47- UMO-307585-07 5/1/2025 5/1/2026 C XCQ G46674327 004 5/1/2025 5/1/2026 A UB- 3P635310-25-51-K (AOS)5/1/2025 5/1/2026 A UB-3P533004-25-51-R(MA,WI)5/1/2025 5/1/2026 A EXCEPT FOR OH ND WA WY 5/1/2026 1428308 Y Y Y Y Y Y Y 4/17/2025 16140568 16140568 XXXXXXX SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY 7351 ROSANNA STREET GILROY CA 95020 *POLICIES ARE PLACED BY BFL CANADA RE: GENERAL ENGINEERING SERVICES 2019-2021 FOR THE SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY, GILROY, CALIFORNIA. SEE ATTACHED. X X See Attachments Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) ACORD 25 (2016/03) SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY, AUTO LIABILITY, AND UMBRELLA/EXCESS LIABILITY, AND THESE COVERAGES ARE PRIMARY, AS REQUIRED BY WRITTEN CONTRACT. THE ADDITIONAL INSUREDS’ OWN COVERAGE IS EXCESS OF AND NON-CONTRIBUTORY WITH THE GENERAL LIABILITY AND UMBRELLA/EXCESS LIABILITY AND ON THE AUTO LIABILITY AS RESPECTS THE USE OF VEHICLES OWNED BY STANTEC CONSULTING/SERVICES INC. AS REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY, AUTO LIABILITY, UMBRELLA/EXCESS LIABILITY, AND WORKERS COMPENSATION/EMPLOYER’S LIABILITY, WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT. Certificate Holder ID: 16140568 Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 POLICY NUMBER: 47- GLO-307584 -07 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations Any such person or organization but only to the extent required by a written contract, agreement, or permit. ALL LOCATIONS COVERED UNDER THIS POLICY, FOR LIABILITIES ARISING OUT OF OUR NAMED INSURED’S ACTIVITIES ONLY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 Attachment Code: D522032 Certificate ID: 16140568 Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 PAGE 2 of 2 Attachment Code: D522032 Certificate ID: 16140568 Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 POLICY NUMBER: 47- GLO-307584 -07 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location And Description Of Completed Operations ANY SUCH PERSON OR ORGANIZATION BUT ONLY TO THE EXTENT REQUIRED BY A WRITTEN CONTRACT EXECUTED PRIOR TO THE "OCCURRENCE" FOR OFFENSE. ANY LOCATION OR PROJECT WHERE YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT , EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Wolters Kluwer Financial Services | Uniform FormsTM Attachment Code: D522054 Certificate ID: 16140568 Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". This includes any person or organization who you are required under a written contract or agreement CA T4 37 02 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY #: TC2JCAP- 8E086819-TIL-25, TJBAP- 8E086820-TIL-25 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Attachment Code: D522021 Certificate ID: 16140568 Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Policy Number: 47-UMO-307585-07 Commercial Umbrella Liability Insurance Policy ADDITIONAL INSURED COVERAGE SECTION V. DEFINITIONS: 8.“Insured” means: g.Any person or organization, other than the “named insured”, included as an additional insured under “scheduled underlying insurance”, but not for broader coverage than would be afforded by such “scheduled underlying insurance”. Notwithstanding any of the above: (1)No person or organization is an “insured” with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not designated as a “named insured” in Item 1. of the Declarations; and (2)No person or organization is an “insured” under this policy who is not an “insured” under applicable “scheduled underlying insurance”. This provision shall not apply to any organization set forth in the definition of “named insured” in subparagraphs 13.b. or 13.c. NYP ‐UM‐001‐02/2014 INCLUDES COPYRIGHTED MATERIAL OF INSURANCE SERVICES OFFICE, INC., WITH ITS PERMISSION Attachment Code: D533449 Certificate ID: 16140568 Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -1- AGREEMENT FOR SERVICES This AGREEMENT is made on this 27th day of May, 2025, 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 2999 Oak Road, Suite 800, Walnut Creek, California, 94597 ARTICLE 1. TERM OF AGREEMENT This Agreement shall be deemed to have become effective as of July 1, 2025, and will continue in effect through June 30, 2027, 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -2- 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 two million five hundred forty-eight thousand six hundred and ninety-four dollars ($2,548,694.00), allocated between fiscal years as follows: $1,583,008 for Fiscal Year (FY) 2026 and $965,686 for FY 2027. If the FY 2026 budget is not completely expended by June 30, 2026, the remaining budget will be cumulative with FY 2027 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 Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -3- CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against 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, Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -4- including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -5- Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY obtain and maintain throughout the term of this Agreement: a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $5,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death due to any person, and damage to property including the loss of use thereof; and b) Professional Liability Insurance (Errors and Omissions) with a minimum coverage of $5,000,000 per occurrence or claim, and $10,000,000 aggregate; provided however, Professional Liability Insurance written on a claim made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claim 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 competition of the contract work. If claims made coverage is canceled or not renewed, and not replaced with another claims-made policy form with the retroactive dates prior to the earlier of the effective dates of the contract or the beginning of the contract work, CONSULTANT must purchase so-called “extended reporting” or” tail” coverage for a minimum of (5) five years after completion of work, which must also show a retractive date that is before the earlier of the effective dates of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement and requiring thirty (30) days written notice of policy lapse or cancelation, or of a material change in policy terms. Assignment All of the terms, conditions, and provisions hereof shall inure to the benefit of and be binding 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 Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -6- 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -7- 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 an assignment shall not release CONSULTANT from any of CONSULTANT’s duties or obligations under this Agreement. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -8- ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following events. 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/o r timely perform any o f t he services contemplated by this Agreement. 2. CONSULTANT’s breach of any of its representations, warranties or covenants 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. If SCRWA has determined that a payment is not due, or is not due in the amount billed, Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -9- 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 a 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 officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -10- 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 SCRWA and contains all the covenants and agreements between the parties with respect to the rendering of such Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -11- 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, if 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 -12- 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 . CONSULT ANT: SCRWA: STANTEC CONSULTING SERVICES INC. SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY By: ______________________________ By: ______________________________ Billy Wong, P.E. Jimmy Forbis Vice President SCRWA Manager Social Security or Taxpayer Identification Number: 11-2167170 ATTEST: ______________________________________ Harjot Sangha, SCRWA Treasurer and Interim Secretary Approved as to Form: ______________________________________ Andrew L. Faber Attorney for SCRWA Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Page 1 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 Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Page 2 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, cost 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 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Page 3 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, timecards , 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, Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Page 4 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: Heath McMahon, Utilities Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Billy Wong, Vice President Stantec Consulting Services Inc. 2999 Oak Road, Suite 800 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 1 EXHIBIT “B-1” GENERAL ENGINEERING SERVICES SCOPE OF WORK: FY 2026 AND FY 2027 Introduction This Scope of Work describes General Engineering Services that may be provided on an as-needed basis by the CONSULTANT to SCRWA during FY2026 and FY2027 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 – Capital Improvement Project Services. ▪ Task 8 – Engineering Services for Wastewater Treatment Capacity Expansion Project.1 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. 1 A detailed scope of work for Task 8, Engineering Services for Wastewater Treatment Capacity Expansion Project, is provided in Exhibit “B-2.” Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 2 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 (TAC), 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 3 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 recycling 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 and General WDR Permits Renewals 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 RWCQB is planning to issue two separate permits to SCRWA: a General WDR and an NPDED. The CONSULTANT will provide engineering support to SCRWA for the following tasks. ▪ Provide assistance to renew the NPDES No. CA0049964. On January 2025, SCRWA received the Administrative Draft of the NPDES No. CA0049964 and the Consultant provided comments to the Central Coast RWQCB on February 14, 2025. The consultant shall continue to respond 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. ▪ The renewal application for General Waste Discharge Requirements (WDR) permit, which expired in 2022 was submitted on behalf of the SCRWA in March 2022.The RWQCB is planning to issue a separate General WDR for the land disposal. The consultant shall continue to respond to comments on draft WDR, 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 Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 4 is provided in Exhibit “C-2”. 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”. 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 – SCRWA 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 Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 5 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 – Capital Improvements Project Services The SCRWA facility requires ongoing maintenance and improvements. Based on discussions with 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 – Design of the Reclamation Pond Connection to Plant Overflow Riser SCRWA has identified an opportunity to increase recycled water production by connecting the existing Reclamation Pond to the tertiary treatment process. This connection will help address the gap between recycled water demand and production capacity, particularly during peak demand periods when the supply of secondary effluent from clarifiers is limited. This project implements Alternative 2 as recommended in the Technical Memorandum – SCRWA Reclamation Pond Optimization and Connection to the Tertiary Treatment. This scope of work covers the final design of a new 1,090 feet of 18-inch pipeline and associated valving to connect the existing Reclamation Pond to the tertiary treatment facility. The alignment will start from the existing percolation distribution pipeline by the stormwater pond, route west under the berm of the stormwater pond, then turn north near the Area 98 Reclaimed Water Reservoir Pump Station, ultimately connecting to the plant overflow riser structure. The following activities will be performed: ▪ Collect and Review Existing Information o Review existing documentation including as-built drawings and record drawings of the existing 18-inch pipeline to identify the connection point o Review the plant riser plans to identify the termination configuration o Review the MBR connection to the plant riser as a guidance for the termination configuration o Survey the proposed alignment to establish elevations and horizontal control ▪ Prepare 60% Design Documents o Prepare cover sheet, general notes, and abbreviations o Prepare civil site plans and existing utility information o Prepare 18" HDPE pipeline (approximately 1,090 feet) plan and profile drawings o Prepare tie-in details at the existing 18" percolation distribution pipeline Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 6 o Prepare connection details at overflow riser. This includes material transitions as needed (HDPE to steel for above-ground portions) o Prepare sections and details for pipe installation o Develop technical specifications o Prepare 60% Engineer's Opinion of Probable Construction Cost (EOPCC) o Conduct internal QA/QC review o Submit 60% design package to SCRWA for review o Attend 60% design review meeting and document comments ▪ 100% Design Documents o Address 60% design comments o Finalize pipeline alignment and profile o Complete detailed design drawings including: ▪ Finalize plan and profile sheets ▪ Finalize structural details for pipe supports and thrust restraints o Finalize technical specifications o Prepare construction schedule o Prepare 100% Engineer's Opinion of Probable Construction Cost (EOPCC) o Conduct internal QA/QC o Submit 100% design package to SCRWA ▪ Bid Phase Services o Prepare contract documents including: ▪ Front-end documents ▪ Bid schedule ▪ General and supplementary conditions ▪ Technical specifications o Assist SCRWA during the bidding process o Participate in pre-bid meeting and site walk o Respond to the bidder questions and prepare addenda as needed o Review bids and provide recommendations for award Deliverables ▪ 60% Design Package ▪ 100% Design Package ▪ Pre-bid meeting materials ▪ Responses to bidder questions ▪ Bid evaluation and recommendation memo Assumptions and Exclusions ▪ SCRWA will provide access to the site for surveys and field investigations ▪ Existing pump infrastructure is adequate and will not require modifications ▪ Environmental permitting is not required for this project. Environmental permitting and Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 7 CEQA/NEPA documentation are excluded from this scope of work ▪ Construction will occur during the dry season to minimize operational impacts ▪ The scope does not include construction management services ▪ The scope of work assumes that no modifications to existing BSE Pump Station ▪ No instrumentation or SCADA modifications are included in the scope Subtask 7.2 – 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,2 and this may affect the future use of the South Percolation Ponds. CONSULTANT believes it is an appropriate time to review and verify the sitting 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 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 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. 2 MWH/Stantec (August 2017). “Evaluation of Implementing Recycled Water System Upgrades at SCRWA” Technical Memorandum. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 8 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 7.3 – Repurposing the Frazier Lake Road Property for Percolation CONSULTANT proposes to evaluate repurposing SCRWA’s Frazier Lake Road Property for use as a site for percolation ponds. The 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: ▪ 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; Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 9 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 7.4 – Miscellaneous Facilities and Equipment Efficiency Optimization This subtask would review and evaluate improvements at the SCRWA Plant, including two equipment areas: 1. Dewatering Building Improvements. A new and larger hopper and improving the efficiency of the vacuum filter press. This scope is to continue the analysis that the Consultant has started. 2. Evaluate repurposing the open space in the lower level to become a useable space for the plant operator. The evaluation should include discussion of the usable space size, possible use, any modifications and requirements. 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 starting July 1, 2021, through June 30, 2027. 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: Engineering Services During Construction ▪ 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. ▪ 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 Exhibit B-1 Page 10 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. Assumption: Engineering Services During Construction is extended based on the most recent construction schedule which shows construction is expected to be complete in December 2025. Project Closeout is expected to be completed by June 30, 2026. 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 recommendations to SCRWA. ▪ Conduct construction progress meetings and document meetings through minutes. ▪ Coordinate special inspections, material testing and special testing. Assumption: Construction Management services are extended based on the most recent construction schedule which shows construction is expected to be complete in December 2025. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 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 to be completed by December 31, 2025, with an estimated Project Closeout by June 30, 2026. For the FY2026-FY2027 agreement, the scope of services is for the remainder of construction period till December 31, 2025, Project Closeout as of June 30, 2026, and future as needed services through June 30, 2027. 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 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. Under the FY2024-2025 Agreement, CONSULTANT provided engineering design services during construction and construction management services for the construction period from July 1, 2023, to June 30, 2025. For the FY2026-FY2027 Agreement, CONSULTANT will continue to provide engineering design services during construction and construction management services for the extended period of 24 months of construction, services for Project closeout, preparation of the SOP manual and future as needed services. Exhibit “B-2” includes presentation of the scope for the remainder of the construction period for the MBR facility (July 2025 through June 2027). Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 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. ▪ Prepare answers for RFIs with review time at 6 hours each. ▪ Prepare CDCs with review time of 10 hours each. ▪ Support up to one change orders at 8 hours each as necessary. ▪ Attend up to 4 in-person and 52 telephone construction meetings associated with coordination. ▪ Provide up to one structural site observations and site visits for other disciplines during key points during construction (such as foundations, walls, roof, or equipment installation). Subtask 8.2 – Construction Management The CONSULTANT will provide construction management and inspection services for the Project. The CONSULTANT’s services will include the following items: ▪ Facilitate pre-construction meeting. ▪ 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 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 (FY26) remain in the Construction period. ▪ The remaining scope for ESDC services for 12 months (through FY26) is presented herein. This includes the scope and budget for Substantial Completion, Final Job Walk, Record Drawings, and any start-up activities and O&M manual/Standard Operating Procedure (SOP) preparation. o The budget includes ESDC and construction management services for a period of up to 24 months (continuing from July 1, 2025, through end of this contract on June 30, Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29 2027). 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. Docusign Envelope ID: 99F3B4A1-2345-4641-9B25-629134535865Docusign Envelope ID: 27DA6103-F809-4CC3-AF5A-8F7C08151B29