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HomeMy WebLinkAbout1978-08-15; City Council; 3500-4; Value Engineering Contract Phase III ProjectCITY OF CARLSBAD AGENDA BILL NO. 3*500 — A£*X^2*<Wx 7* Initial: Dept.Hd. DATE:_ August 15, 1978 c Atfc DEPARTMENT: PUBLIC WORKS (E.W.P.C.F.) C. Mgr. Subject: VALUE ENGINEERING CONTRACT - PHASE III PROJECT. Statement of the Matter Federal regulations require that a technique known as "Value Engineering" be incorporated as part of the design phase when the estimated construction cost of the project exceeds ten million dollars. Value Engineering provides for a review of the design at the preliminary stage, and also prior to conpletion of plans^by a team of experts. Their goal is to insure that the finished project provides the most economical combination of construction and operation costs possible. The Joint Advisory Committee, on the recommendation of their negotiating subcommittee, unanimously approved a motion recommending that each member agency 'approve the Value Engineering contract with Arthur Beard Engineers, Inc., and authorize the Vista Sanitation District to sign the contract on behalf -of the joint agencies. Funds are available in the phase III trust account and the contract amount is within acceptable guidelines. Exhibits , ' • • ™..-mi™iiLT ^ ^ Letter of 8/3/78 from Encina General Manager. ' » Resolution N Agreement Recoinmendation Council adopt Resolution No. ££0 authori zing the Vista Sanitation District to sign the agreement with Arthur Beard Engineers , Inc. Council action . 8-15-.78 Resolution #5509 was adopted, approving the execution of an agreement betweeruJUsta Sanitation District and Arthur Beard Engineers, Inc. -l^w- Val ue Engineering Services. ENCINA JOINT POWERS 6200 Avenida Encinas • Carlsbad, California 92008 Telephone (714) 438-3941 August 3, 1978 Mr. Ron Beckman City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 Re : Encina Phase III - Agreement _ for Value Engineering Services Attached is the agreement for Value Engineering services which was unanimously approved at the Special Joint Advisory Committee meet- ing of August 2, 1978. The services to be provided are required as a condition of our Clean Water Grant. The State and Federal grant offers are based on the ex- penditure of $50,000 for this service. The lump sum price propped for this contract is $47,186.12. Action by your agency to authorize the Vista Sanitation District to enter into this contract prior to September 6, 1978 will greatly facilitate the design process. Resolutions of approval should be provided to Joe Zapotocky, Vista City Manager. Les Evans General Manager LE/mgt attach. cc: Joe Zapotocky o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 5509 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE EXECUTION OF AN AGREEMENT VISTA SANITATION DISTRICT AND ARTHUR BEARD ENGINEERS, INC. FOR VALUE ENGINEERING SERVICES IN CONNECTION WITH PHASE III ENLARGEMENT AND UPGRADING OF THE ENCINA WATER POLLUTICN CONTROL FACILITY _ __ WHEREAS, the Vista Sanitation District is required to provide Value Engineering services for the Phase III enlargement and upgrading of the Encina Water Pollution Control Facility (hereinafter referred to as the "Project" ) ; and WHEREAS, 'Vista Sanitation District and other public agencies have entered into a Joint Powers Agreement, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code for the joint exercise of powers and the acquisition, construction and operation of facilities for the transmission, treatment and disposal of sewage, which facilities comprise a single system of sanitation works and includes any expansion of such facilities by virtue of the Project which is the subject of this Agreement; and WHEREAS, by a duly authorized and executed Supplemental Agreement to the aforesaid Joint Powers Agreement, Vista Sanitation District has been, and presently is, authorized to enter into the Agreement that is the subject of this Resolution, as well as to act as the administrator in connection with the subject Project; and WHEREAS, it is necessary and desirable to expand and upgrade the Encina Water Pollution Control Facility (EWPCF) to meet environmental protection re- quirements of applicable regulatory bodies; and WHEREAS, Vista Sanitation District is receiving a grant from the U.S. Environmental Protection Agency for the proposed Project, and desires that the Agreement with Arthur Beard Engineers, Inc. shall be in accordance with the Amendments to Title 40 of the Code of Federal Regulations, Part 35, as c 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 published in the Federal Register of Deoenber 17, 1975; and WHEREAS, at a regular meeting of the Joint Advisory Committee held on August 2, 1978, a motion was duly made, seconded and unanimously adopted that Vista Sanitation District be authorized to enter into the Agreement attached hereto marked Exhibit "I"; and WHEREAS, the Agreement attached hereto marked Exhibit "I" contains, among other things, provisions to accomplish the necessary Value Engineering; and • WHEREAS, it appears that the health and welfare of the public will best be served by authorizing Vista Sanitation District to enter into the aforesaid Agreement; NOW, THEREFORE, EE IT RESOLVED by the City Council of the City of Carlsbad as follows: Section 1: That the Board of Directors of the Vista Sanitation District be, and is, hereby authorized to enter into a contract with Arthur Beard Engineers, Inc. in the form and substance as that attached hereto marked Exhibit "I". PASSED, APPROVED AND ADOPTED at an adjourned regular meeting of the City Council of the City of Carlsbad held on the 15th day of August, 1978, by the following vote, to wit: AYES: NOES: ABSENT: Councilmen Packard, Skotnicki, Lewis, Anear and Councilwoman Casler None None RONALD C. PACKARD, Mayor ATTEST: E. ADAMS, City lerk (SEAL) AGREEMENT FOR STEP 2 VALUE ENGINEERING SERVICES BETWEEN VISTA SANITATION DISTRICT AND FOR ARTHUR BEARD ENGINEERS, INC. FOR PHASE III ENLARGEMENT AND UPGRADING OF THE ENCINA WATER POLLUTION CONTROL FACILITY THIS AGREEMENT made and entered into as of the day of , 1978, by and between the VISTA SANITATION DISTRICT, a county sanitation district, hereafter referred to as "District" or "Owner", and ARTHUR BEARD ENGINEERS, a Maryland Corporation, hereafter referred to as "Engineer". WITNESSETH: WHEREAS, the District has planned for value engineering services for the Phase III Enlargement and Upgrading of the Encina Water Pollution Control Facility (hereinafter referred to as the "Project"); and WHEREAS, District and other public agencies have entered into a Joint Powere Agreement, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code for the joint exercise of powers and the acquisition, construction and operation of facilities for the transmission, treatment, and disposal of sewage which facilities comprise a single system of sanitation works and includes any ex- pansion of such facilities by virtue of the project which is the i subject of this Agreement; and -1- o WHEREAS, by a duly authorized and executed Supplemental Agreement to the aforesaid Joint Powers Agreement, District has been, and presently is, authorized to enter into this Agreement as well as to act as the administrator in connection with the subject Project; and WHEREAS, it is necessary and desirable to expand and upgrade the Encina Water Pollution Control Facility (WPCF) to meet environmental protection requirements of applicable regulatory bodies; and WHEREAS, District is receiving a grant from the U.S. Environmental Protection Agency for the proposed project, and desires that this Agreement shall be in accordance with the Amendments to Title 40 of the Code of Federal Regulations, Part 35, as published in the Federal Register of December 17, 1975; and WHEREAS, Engineer has available and offers to provide personnel and facilities necessary to accomplish the work within the required time; NOW, THEREFORE, District and Engineer agree as follows: I. Scope of Engineering Services Engineer agrees to perform those services which are more particularly described hereafter. Unless modified in writing by the party to be charged, duties of Engineer shall not be construed to exceed those services specifically set forth herein. A. Planned Engineering Services Engineer agrees to perform those tasks described in Exhibit "A" Planned Engineering Services, which is attached hereto and incorporated herein by reference. Compensation for planned services shall be as provided below in Article III. -2- II. Authorization, Progress and Completion Specific authorization to proceed with the work described in Exhibit "A" shall be granted in writing by the District. The Engineer shall not proceed with the work without such authorization. Such authorization shall set forth the date of commencement of the work and the schedule of progress and completion. Ill. Compensation For the services described in Exhibit "A" which are to be performed by the Engineer, the District agrees to pay, and the Engineer agrees to accept the total sum of $47,186.12 Said sum shall be, and is hereby apportioned and paid as follows: (a) The services of Engineer for Study A as described in Exhibit A shall be in the amount of $ 23,593.06 and shall be paid by owner within 15 days after completion of said study and submission thereof to owner with a statement of charges. (b) The services of Engineer for Study B as described in Exhibit B shall be in the amount of $ 23,593.06 , and shall be paid within 15 days after completion of said study and submission thereof to owner with a statement of charges. IV. Responsibility of Engineer The Engineer is employed to render a professional service only and any payment made to it is compensation solely for such services as it may render and recommendations it may make in the design of the project. The Engineer makes no warranty, either expressed or implied, as to its findings, recommendations, specifications or professional advice other than they were promulgated after following a practice usual to the -3- c o engineering profession. The Engineer shall indemnify and hold the District and all of its officers, principals, agents and employees harmless from any liability for injuries to persons or damage to property which arise from negligent acts by the Engineer in performing services under this Agreement. V. Integration Subject to the provisions of paragraph X hereof, this Agreement represents the entire understanding of District and Engineer as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the party to be charged. VI. Ownership of Documents All plans, studies, sketches, drawings and specifications as herein required are the property of the District whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, and drawings of the facility shall be delivered forthwith to the District. VII. Subcontracts Engineer shall be entitled, to the extent determined appropriate by the Engineer, to subcontract any portion of the work to be performed under this project. Engineer shall negotiate and administer subcontracts in accordance with Provision 11 of Appendix C-l to 40 CFR Part 35, Subpart E as published in the Federal Register on December 29, 1976. The Engineer shall be responsible to the District for the actions of persons and firms performing subcontract work. -4- Nothing contained in this contract shall create any contractual relationship between any subcontractor of the Engineer and the District. The Engineer shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to his work unless specifically noted to the contrary in the subcontract in question approved in writing by the District. VIII. District's Project Officer The District's, Project Officer, who shall be empowered to act for the District in accordance with the provisions of this Agreement, where such acts are not contrary to law or District ordinance, shall be the General Manager of the Encina Water Pollution Control Facility or as appointed by the District. IX. Engineer's Project Officer The Engineer's Project Officer, who shall be empowered to act for the Engineer in accordance with this Agreement in all matters relating to the technical administration of services to be provided, shall be the Engineer's duly appointed Project Manager for the work. The Value Engineering Team participants are named in Exhibit "A" Planned Engineering Services and shall not be changed except with written approval of the District. X. EPA Required Terms and Conditions The "Required Provisions - Consulting Engineering Agreements" as published in the Federal Register dated December 29, 1976 as Appendix C-l to Part 35 of Title 40 of the Code of Federal Regulations, are attached hereto and incorporated herein by reference as exhibit "C". -5- c XI. Time is of Essence It is understood and agreed that time is of the essence in the performance of this Agreement, in that should the services agreed herein to be performed by Engineer not be completed within the time set forth for such performance in the schedule of completion pursuant to Article II, District would thereby become exposed to the loss of grants from the State of California and the United States Government to the extent of 87%% of the ultimate cost of Step 2 Design Services, resulting in consequential damages to District. XII. Effective Date This Agreement shall be effective on and from the day and year first above written. OWNER: VISTA SANITATION DISTRICT By: APPROVED AS TO FORM: ENGINEER: ARTHUR BEARD ENGINEERS By: WALKER AND GANN By RO^H. GANN, ESQ. COUNSEL FOR THE JOINT ADVISORY COMMITTEE -6- EXHIBIT "A I. SCOPE OF SERVICES A. General The services to be rendered by the Consultant shall include all services generally required to prepare a Preliminary Value Engineering Report for the upgrading and expansion of the Encina Sewage Treatment Plant in accordance with USEPA requirements and guidance for conducting VE studies on USEPA funded projects contained in section 35.926 of the Construction Grants Regulations and MCD-29 published in July 1976. For the purposes of the Agreement, the scope of services to be accomplished is divided into two (2) stages. The first stage relates to those tasks required to complete Study A which is the VE study at the ten (10) percent design stage. The second stage relates to those tasks required to complete Study B which is the VE study at the fifty (50) percent design stage. B. Study Outline 1. Study A and Study B will be divided into three (3) phases each. Phase I of each study relates to those tasks required to complete the Prestudy Preparation. Phase II of each study relates to those tasks required to complete the Project Study Workshop. Phase III of each study relates to those tasks required to complete the Post Value Engineering Study. Page 1 of Exhibit "A" c 2. Phase I, Prestudy Preparation. This phase shall include the following tasks for each study. a. Coordination meeting with owner and designer. b. Coordination of VE study schedule. c. Preparation of format for cost data. d. Development of project cost model. e. Arrange logistics of the study. f. Collection of design information (described under Material and Information To Be Supplied By Designer) and distribution to team members. g. Obtain information from Owner and Designer on project constraints. h. Preparation of format for presentation to VE team Designer. i. Analysis and validation of original cost data, j. Pre-workshop familiarization by VE team. 3. Phase II, Project Study Workshop. For each study, this phase shall follow the agenda described below. a. Introduction (1) Project Orientation by Program Coordinator. (2) Project Presentation by Designer. b. Information Phase Familiarization of team members with contract plans and specifications. Continue familiarization with project and begin Functional Analysis of Project. Prepare graphical presentation of Cost Model prepared prior to study. Look at total system first and then at component parts. Page 2 of Exhibit "A" c. Creative Phase Begin creative idea listing. Aim is to obtain quality and association of ideas, to eliminate road blocks and to allow free flow of ideas. d. Judgement Phase VE team analyzes the ideas listed in the creative session and selects the best ideas for further development. e. Development Phase VE team members will prepare alternate designs for consideration with respect to life cycle costs comparisons of the original designs and proposed alternatives. All recommendations will be supported with sketches, basic design concept and recommendation of alternatives. f. Presentation Phase Prepare summary of VE team findings for oral presentation to the Owner, Designer and regulatory agency. The basic ideas recommended by the VE team will be summarized and the life cycle cost saving presented. The rationale and reasons for the VE recommendations will be presented. 4. Phase III, Post VE Study Phase a. Within three (3) weeks after completion of each of the two studies (Study A and Study B), the VE team coordinator and one assistant will prepare and submit a Preliminary VE Report and nine (9) copies to the Owner. The Preliminary VE Report will include the following: Page 3 of Exhibit "A" (1) Project Description and Design Concept of Project. (2) Original Design and Proposed Alternatives showing sketches, design calculations, and comparison of costs of owning and operating the facility. (3) Estimated Implementation Costs. (4) Life Cycle Cost Comparisons. (5) Potential Contract Savings. b. The Owner will then require the Designer to review the recommendations and prepare a statement of acceptance or rejection of each recommendation. The Designer's state- ments will then be included with copies of the original VE report and submitted by the Owner to USEPA for approval. C. VE Team Organization and Level of Effort. 1. The VE Teams shall be comprised of the following functional areas and respective participating members. a. Study A VE Team Coordinator Glen D. Hart (ABE) Civil/Sanitary Engineer Y.S. Lin (Y.S. Lin Assoc.) Civil/Sanitary Engineer S.C. Scoutten (ABE) Structural Engineer B. Sinclair (Sinclair &ASSOC.) Electrical Engineer A. Willson (ABE) Owners Staff Member (To be selected by Owner) b. Study B VE Team Coordinator L. W. Zimmerman (ABE) Sanitary Engineer Y.S. Lin (Y.S. Lin Assoc.) Mechanical/Sanitary Engr. W.C. Scoutten (ABE) Structural Engineer B. Sinclair (Sinclair &Assoc.) Electrical Engineer A. Willson (ABE) ' Const/Cost Specialist F. Bystrowski (F.P. Bystrowski) Owners O & M Personnel (To be selected by Owner) Page 4 of Exhibit "A1 /*-«< 2. No substitutes will be made for any of the above named team members without written consent from the Owner. 3. The approximate level of effort to accomplish the Value Engineering Services will be as shown in Exhibit B, attached hereto and made a part of this agreement. D. Scheduling and Notice to Proceed 1. Study A Study A, the ten (10) percent design stage study shall be conducted at the first mutually agreeable date determined by the Consultant and the Owner, after receipt of written Notice to Proceed. In any event, the study will commence no later than six weeks after Notice to Proceed on Study A. 2. Study B Study B, the fifty (50) percent design stage study will be conducted in: the early part "of 1979 depending on the progress of the design effort. Study B will be conducted at the first available, mutually agreeable date determined by the Con- sultant and the Owner, after receipt of written Notice to Proceed. In any event, the study will commence no later than six weeks after Notice to Proceed on Study B. E. Materials and Information To Be Supplied By Designer 1. The following is a preliminary outline of the materials and information requested from the Designer Engineer and the Owner. Understandably, much of the requested information may be incomplete especially in the ten (10) percent design stage. However, the results of the VE studies are dependant on the quality of the information provided: Page 5 of Exhibit "A" a. Study A (1) 201 Facilities Plan (2) Project description (Part of presentation at beginning of study) (3) Basis of design and design philosophy (4) Loading and hydraulic data (5) Plans, equipment layouts (6) Specifications (7) Preliminary construction cost estimate (8) Anticipated flows, start-up to design flow (9) Preliminary power use curve, start-up to design (10) Preliminary operations estimate schedule, start- up to design (11) Recommended utility rates (12) Concept of construction method (13) As-built drawings of existing facilities impacting proposed improvements (14) Soils investigations and recommendations (15) Legal and regulatory requirements (16) Pilot plant reports b. Study B (1) Detail design drawings and specifications (2) Pertinent correspondence with regulatory agencies (3) Design criteria; process, structural, lighting, heating, etc. (4) Design calculations (5) Preliminary quantity take-off Page 6 of Exhibit "A" (6) Construction cost estimate (7) Hydraulic data and profile (8) Power use curve, start-up to design (9) Operations estimate schedule, start-up to design (10) Maintenance estimate schedule, start-up to design Page 7 of Exhibit. "A" EXHIBIT "B" LEVEL OF EFFORT Phase I Prestudy Preparation Coordination Meetings v/ith Designer Coordination of VE Schedule Prepare format for Cost Data Develop Cost Model (Two Studies) Arrange Logistics of Study Collect Design Information and Distribute to Team Members Prepare Format for Presentation to VE Team by Designer Pre-Workshop Familiarization by VE Team (8 Hours/Team Member) Phase I Subtotal ABE 16 hours 8 hours 16 hours 24 hours 8 hours 16 hours 8 hours 48 hours 144 hours ABE sub- contractors 40 hours 40 hours Others' 16 hours 16 hours Phase II Project Study Workshop Study A VE Program Coordinator Team Members Subtotal Study B VE Program Coordinator Team Members Subtotal Phase II Subtotal Phase III Post VE Study Report Preliminary Report Engineering Time Drafting Clerical Phase III Subtotal Administration Principal ABE Subtotal TOTAL * Owners representatives on Study Teams. 40 hours 80 hours 120 hours 40 hours 80 hours 120 hours 240 hours 160 hours 80 hours 80 hours 320 hours 16 hours 16 hours 720 hours 80 hours 80 hours 120 hours 120 hours 200 hours 40 hours 40 hours 280 hours 40 hours 40 hours 40 hours 40 hours 80 hours 96 hours RUIES AND Title 40—Protection cl Enviionment CHAPTER I—ENVIRONMENTAL PROTECTION AGENCY SUDCHAP-TER 0—GRANTS | Kilt. C15-2) PART 35—STATE AND LOCAL ASSISTANCE Subagreements Under Grants for Con- struct'on of Treatment Works; TechnicalAmtndfnenU C-J JLNCINCU1NO AUXCEMKNTS 1. General. 2. Responsibility of the engineer. 3. Scop* of work. 4. Changes. 6. Termination. 0. Remedies. 7. Payment. B. Project dealga. 5. Audit: fuxt-sa to records. 10. rrlre induction for clcfrctlvr coat or pricing data. 11. Subcontract*. 12. Labor alAndardi. 13. Fqual employment opportunity. 14. Ui:I!/Jiiion of small or minority busl- ne«». 15. Coven»nt against contingent few. 1C. Oratultlea. 17. Potent*. 18. Copyright* and rights In dnta. 1. GENCKAL (•) The Owner and the Engineer agree that the following provision* thill apply to the EPA grant-ellflble work to be performed under thU agreement and that Mich pro- vKlons thill supersede any conflicting pro- visions of this agreement. (b) The work under this agreement U funded In part by a (rant from the U.S. En- vironmental Prole-tlon Acency. Neither the Untied States nor the U.S. Environmental Protection Agency (hereinafter. "EPA") Is a party to this agreement. This agreement which rover* grunt-ell^lble work It cubject to reputations contained In 40 CFR 35.030. 35637. and 35)539 In effect on the date of execution of this ngrrrmrnt. A« used In these clauiev the words "the date of execution of this agreement" mean the dat« of eiecutlpn ol thut agreement and any subsequent modification of the trrmi. comprnsatlon or scope of service* pertinent to unperformed work. (c) The rights and remedies of the owner provided for In Ihc.ve clauses are In addition to nny other rights and remedies provided by law or under this agreement. ?0or (n) The EnKlncer »hall be m;on*lble for Hit prOfrv-h)ii»J qunlllv. U-chnlChl accuracy, llnirly rninpletlnn. mid tli« cixirdlnallon of all tlr^l/ns, drawing*. »|>rcincallonk. rrjiorta. olid other tcrvlcci lurnUlied by the Englnrer under thla n^rtenienl. The Knglnerr that!, without additional cuinpeiii-fttlon. correct or revlne any errors. omKnlons or other deficien- cies In hit dr-HlKiu. dr.twlngi, specinratlona, reports and other acrvlcei. (b) Tlie Engineer shall perform such pro- festlunal oervlcct M m»y be necefcM»ry to ac- cumpllKli the work required to be performed under this a^retment. In accordance with, this dKrctment und oppllcabl* EPA rrcjulre- mtnU In cn«t on the dale of e«ecullon of this agreement. (c) Approval by the Owner or EPA of drawings, drslgni, kpecincttlons. reportt, and Incidental engineering work or materials fur- nished bereunder ahull not In any way re- lieve the Engineer of mponjlblllty for the technical adequacy of his work. Neither the Owner's nor EPA's review, approval or ac- ceptance of, nor payment for, any of tbt aerv- Iccs Khkll be conMrurd to operate as a wolver of nny right* under this agrrrruent or of any cauM of action arlnlng out Of the perform- ance of (his agreement. (d) The Engineer ihAtl be and remain li- able tn accordance with applicable law for all damxf.es to Ui» Owner or EPA c&UMd by the Engineer'* negligent performance of any of the hervlces furnLihed under this agree- ment, except for errors, omlvulons or other deficiencies to the extent attributable to the Owner. Owner-furnUhed data or aoy third party. The Engineer thall not be rraponilble for any time delay* In the project r»u-s»-d by circumstances beyond the Englni-er's control. Wlier* new or-advunced procrv»es. methods or technology (see 40 CTTl 35.POB) art jecom- mcnded by the Engineer iind are utllu'ed. the En^lnrer ».hall be lluble only for cress negli- gence to the extent of luch utllU^llon. 3. SCOPE or Woax The service* to be rendered by the Engineer ihnll Include all nrvlcri required to com- plelr the tiuk or C'.ep In *-ccond:ince with ap- pllroblr EPA rfK-u'atlont (40 CFR Tajt 35. SnbpHrt E In effect on the.date of execution of this Agreement) to the extent of the tcope of work rut deAned tnd tel out In the engt- nr<rlng i-en'lcea -ngreement to which then* provision* are attached. 4. CHANCES (a) The Owner may. at any time, by writ- ten order. maXe changes within U>e general scope of this agreement In the services or work to be performed. If such char.je* caun* an Incrextt or decreaAe In the Engineer'* cont of, or time required for. performance of any cervices under this ap-eement. %helher or not changed by any order, an equitable adjustment shaJI be made and this agree- ment thall be mcxJIflrO In u-ntlng t^rord- In^'ly. Any claJm of the EiiKuJeer for ndjubt- mcnt under this clause must b» K.uerte<l In writing within 30 days from the dale of re- ceipt by the Engineer of the noliacallon of ch.inge unless the Owner pranls a further jicrlod of time be'ore the date of final pay- ment under this ngreement. RIGISU*, VOL. 41, NO. 2S1—WtDNESDAf. DtCfMBtR 7». 1976 EXHIBIT "C" C-l c RULtS AND REGULATIONS • i.i N,. i/Tiire* for ««hKh an nduillonai •>>nil>rli-~\^n will Iff rh*iwr<1 hy the P.ngl- . •< r M...11 \jv furnUhed mltriout the wrltton i\uUir>r I'jtUuD of Uie Owner.(c) In V>r> event Uiat ther* In a modinca- 1 lori of Kl'A requirements rotating to the ^.rrvlt^M to be performed under this ngrc*- •iirnt kiih*<-i|ucnt to Uie dale of execution of Hits, agreement, the Increnned or tlocre-aaed oxl of prrfc-nnance of the service* provided lor In this lijjrromenl shall be reflected In an tppropnate mi-dincalloit of this agreement. 5 TIIIMINATION (i>) Thu, uxrrnmrnt may be terminated In uliolf or in pa.it in wrltlug by cllber parly In tUe event of r.ubiUnllal failure by the other J'.irty to fulUII lu obligations under this agreement through no fault of the turmlnut. ing )>»rty: I'lui'tdcA. That no such termina- tion may be efTected unless the other party >\ |;IVCD (1) not leu than ten (10) calendar liny* written notice (delivered by certified mull, return receipt requested) of Intent lo terminate and (2) an opportunity for con- Mtlt&liou w.th the terminating party prior to termination. (l>) This ugrroment may be terminated ID whole or In part In writing by the Owner for lu convenience: Provided. That such termination to for food cau*e (such ns for lc(:M or flnanclnl reasons, major changes In the wurfc or program requirements. Initiationi-'. a nev SU-p) nnd that the Engineer M |;lven (1) not le.si than ten (10) calendar day* v.-rilien notice (delivered by certified mall, return receipt requested) of Inlrnt to termi- nate, and (2) nn opportunity for consulta- tion with the terminating party prior to Irciilr.atlon. (Cl J.' termination for default K ejectedby the Owner, nn equltahle adjustment In the prlo pmvldrd for In thlx agreement f.hi»1l be rriude. but (1) no ivttiounl ilmll he iitlowed for Hiiiicl;i:>ted profit on unperformed terr- |rr— i.r other work, and (2) nuy payment due U> the Engineer nt the time cJ ternilun'.lon may 1-e t-Jji./-lcd to the extent of iitiy nddl- li(>n:,l co-.t/» occasioned to the O»ner by rea- son n' theEngineer'* default. If termUvAllon for tirf-iul: u eft«l*d by tbe mgln«*r, or If tnniMiKiion for comenlenc-e Is effected, by the Owner, the rqulUWe artjuj'.ment aball InclM'Je a re.xst-nalile profit for serrlce* or other »c.r'« performed. The rqultnble adjust- niciit fcr any termination shall provide for p:iyini-nt to the Engineer for services ren- dered nnd rvpentes Incurred prior to the lermina'.lon. in addition to termination set* )i»v» iK-rn rneot«-<l ft>r the touvenlcnrt of the O»urr. In nuch eveot, rulJiuiUocnl of the price provided for In tra» nf rr«inent khall U> inxde a.-; jirovlOrd In pi\j»grr>ph (c) of this' Itmecr relating to rommliment* which hnd Ifi-rninr f:rm prior to the termination. (d) V^on receipt of a termination ncllou purm.inl to piuaginphs (a) or (b) abuve. the j:iii:>nre: r.hill (l) promptly discontinue oil M-rvi,-f-« a'Je-rt^d (unless thp notice dlrrcU (.1 h'-rwi-<). and (2) deliver or otherwlje makeKvoilKijlo U> tlir Owner all data, drawing*, «.|iecliir*tlon». report*. e»tlmatei, bumrnarlnt, ,ii>d Mich other InforcnaMnn nnd innlcrlKln K.% n-.ny r-..tve btx-n tvccuinulatrd by the Engineer In perfurmlnif UiU nRreeairnt, vhether rom- ]ili-tf J »r In process. (r| t. linn tcrnilnfttiou pursuant to puro- k-r«p.i>. (a) or (b) alx>ve. the Owner may tnke. ever lite work and pro*rcult the f.ame to ri'inj>li-!>on by ^K"'trrienl with another parly i-r »>11.<-\wise. Any work tnken over by the Ownrr for completion will be completed al the O.vi'cr't risk, nnd the Owner will holQh.iin-.li-w the t1i,jh>e<r from all rlnlnvt rmC I),IIIUT-I arlM«K o»it Of Improper use of inn V.;\t;iiiter't work. (I) If. nfusr tcrmln»Uan for failure of _thr» Enumt^r to fiilllU coutr.ictuM oWlcntloni. Itis d'-tennlnMl that thS Engineer hivd not fAllfxl. the tcrmloatlon ahall be D. HlMU.lr.a- Kutejil tui may be otherwise provided In thin agreement. Ml claims, counter-claims, 01 ip ill en and other rrvatten Ln question be- tween the Owner nnd thr Engineer arlilog out of or relating to thli n)<re«menl or the breach thereof will be decided by nrbllrntlon If thu purtle* horflo mutually n^ree, or In a court of competent jurlodlctlon within the Blut* In whlr.ii the Owner U located. 7. PATMINT (n) I*-.iymcnl aJmll be made In accordance with the payment schedule Incorporated InthU Hp.rccmcnl us soon «» jiractlrable upon oubmliblon of r.LaUintnU requesting pay- mrnl by the Engineer to the Owner. If no • uch payment tc hud Hie Is liicc>r/x>rat«d In thU H|;rerment, the puyment provlnlon^ of (b) of this clause shall apply. (b) Monthly progreso payments nuiy be re- by the Engineer and ahall be made by the Owner to the Engineer u &oon h* prnf- tlcable upon KubmlNilon of rlaUrments re- questing pu/jnent by the Engineer lo Ihe Owner. When Mich progress puymenls nre made, the Owner nmy withhold up to tenpercent of the vouchered ninounl until nut- Ufnctory completion by the Engturer of work nnd i.rrvlces within a Step culled for under tlilx ocieemeiit. When the Owner determines thnt tlio work under thU n|;rcrment of any Kj>eellied tahk >icround«r U (ubttanllaliy complete nnd thnt the amount of retained percentage.* U In exce*a of the amount con- kldered by Mm to be adequate Tor the pro- tection of Ihe Owner, he thrill rcleiw4 lo the Engineer £uch cncr.v.j aroount. (c) Ko puyrnenl rcqutjt mudc purtuanl to pbrain'i'pli (a) or (b) of thU clauso shall rxcx-cd the esllrn.-.Ud amount nnd vnlue of Ihe woil: nnd *rrvlce> pprfomied. by the En- gineer under this agreement, which estl- innU-.s shall be piepared by Die Engineer and tupplemtnted or accompanied by rucb sup- porllnc data At may be lequlred by the Owner. (d) Upon aallkfnclory complelloo" of the work performed licrevmder, And prior to final j>»)-nient under thJt i»~rctnient for such work, or prior (cttleuient upon tcrmlnatloa of the agreement, and as a condition prec- edent thereto, the Engineer f>hall ciecute and deliver Ui the Owner a release of nilcl.ilmi agalnat the Owner arising under or by virtue of this ocrermeot. other than such clntrns. If any. o> may be npeclncally ex- emptrd by the Engineer fr<cn the operation of the release in stated nmounls to be aet forth therein K. Tr.ojrcr DLKICM (a) In the performante of thU agreenitnl, lh« Knr;lnerr ithnll. to the cvtrnt practicable, provide fur maxnnum UKO of i.trncture«. mn- rhliiu. producLv malerlalx. con«trnctlon mrtlind.1, nnd equipment which nrc readily avullable througU competitive procurement, or Ihiough KlniicLaj-d or provou production li-chniques. methods, and proce*«s. consist- ent wlln 40 C'l-Tl 35.03S-3 nnd 3S.93&-13 Incllect on the ci.ite of execution of this ngree- menl. except lo the extent that advanced technology may be ullllird pursuant to 40 CMl US '.108 In cllect on the dntr of execution of tin- nr.reeme.nl. (b) The Knu'mrer ahn!l not. In the per- formitiice of the- work cnlled Jor by this UKrfenienl, produce a de.sl|;n or *prclllctttlon nnch »J> to require the uixt of atrurturci. machines, products. ninU-rialn. eon^lructloii inent. or prorev.e* which are Vnown by the Eii|<lnerr to l>e available only fri>ru » mill* aouir*. unlr^A auch Ut«« hikA l^-rn aai-^iu>Li>ly JuitlUed In writing by tbe Engi- neer. (c) The TIiiKlneer aha]| ur>t. In the pet-formuuce of the work called for by thin miafemeiil, produce a d*«l)rn or tpcclCcellon which would be restrictive In violation of bee. 204(0) (6) of the >\>drral WaUr Pollu- Uon Control Act (I'L 03-bOO). Thl* aUtulr rcrjulrei thai no npeclflcallon for bid* or atittrinont of work ahall be written Ln tncli a manner n« to contnln proprletarr, enlu-nlonary, or dlkcrlminatory requirement* other tlmn tho»K> bat-ed tipon pcrforrruvnre, unlet* xurii rrijubemenU nre ncciT^K/y to tmt or domoniitrnle a ipeclflc thing, or to provide for necessary Interchiuixeablllty of parti and eijulpment, or nt letul two brand nauiex or trrule iikinei of 'ccmpwoble quality or utility are luted and are followed by fht words 'or crjnal." With rrfM-O to rnatrrlalj. If a alii)-l« mntarlal is (.pecltled, the F.ngliu-er muat be prepared to r.ubst*inUhLo the basic for the selection of Uic rruiliirlHl. (d) Thu Ent'lnM'r *>>'«'l "-port to th» Owner nny aule-iiource or restrictive design or »;>ec- Illcntlon giving the rta^on or rrx.%ous why It U considered nerrs^ory to restrict the clcilfrn or spf-clJIc-TvUon. (c) The Engineer shall not knowlnjly nprr. Ify or approve tbe performance of work al n fikClllty which \3 lo violation of Olcaji Air or Wutrr tlnndnrcb. uncl which It lL»d by the Director of the KTA Onice of Federal Artlvl- tl«, ptirtuanl lo f 0 CFU Prut 1C. 6. Auorr, Access 70 nvcoai» (n) Tlit Engineer r.hnll rrualn'-xln records, documents arid other evidence di- rectly jH-rtlnent to prrfonrxance on El'A Cnvnt work under t!iin ngreernfinl In nccor<1- ance with generally accepted recountingprtiiclplej and practice* ronjlitcntly appllrS. nnd «0 Cm 30.C05. 30 BOS. nnd 3S.OJ1-7 Ineffect on the dMe of i iccutloit of Ihls ai^ -e- ment. Thu Enclneer iluJI t.\jo maintain the fmnnclul Information nnd data u>«-d by the Engineer In the prcpurutlon or s-.tp^ort ol ^the c«l Mibinl!.slon ri-ciulr\<l purjiL-vnt to 40CHI 3i.037-C(b) In e^ect on the dale i,f execution of this i^ritment and a copy of the coil Mimmary mbmltUd to tV.e O-*ner. The United S'.atvt Environmental rrot«-cllon Agency, the Comptroller Cene.-al of Ihe United Male*, the Unlu-d Sta'.WB rx-partmenl of Larxir. Owner, und |lhr LuuU waler pollu- tion control agency) or any of their duly bUlhortv.ed rcprri-enLatlves KhrJl Ks-.e areeu to such books, records, document* and other evidence for the purpose of Inspection, auditand copying. The Engineer will provide prop- er facilities for inch acceu and Inspection. (b) The EJiflneer iipre^a to Include para- (,-rnplut (n) throuxh (c) of this clause In allIlls contract* iviid ell tier :.ubcontracU di- rectly related lo project performance whlih tie In i »ccs.\ of elO.dOU. (c) Audits conducted pursuant to tM» pi»- vision ahall be In nccoronnre with ccnernllraccepted nvidlllng atandards unit ri'-ablKheil procttlures and guidelines of the rrv!?wlii|: or audit agency (l«l. (d) TIu> Engineer af.rees to the di-c:«.>uieof all Information and reports resultsni; fro:n berets to rc-cor<U pursuant to para^rnplis (a| and. (b) nbove. to any of the a;enrir\ te- fi-n-ed to in porrnrraph (a) nbove. pr..vlrted that Uie Engineer U. afforded the opportunity for nn audit exit conference nnd an opjK,rtu-nlty to comment nnd i.ubnilt nny biipp\>rliiig darinnrnl.itloii on the j>ertln"nt porlioits of Uie rlratl nudlt report Mid thnt the finiJ audit ix^jiort u-111 Include written comment* of rciiMOiittbli* lenpUi. If nny. of the F.ngliieer. (e) nccordK under prvrH^rnplm (a) and (b) ntvove tilinll be tnalntKlne-rt nnd nuwle nvall- 7"DTCEMRER 29. 1976 C-2 RULES AND REGULATIONS abl» during performance on EPA rtrant work under tbls agreement and unlU thu* yr»r« from dat* of final EPA frrunt payment {or In* project. In addition, thoxe record* which re-lale to any "DlipuU" appeal under »n KPA frant egre-ement, or lltl(r»tlon. or th» eelll*- ment of claim* arising out of such perform- ance. or cost* or items to which an auditexception ha* been titVen, ahnll be main. tMned and. mad* available until three year*• fur the cUte of resolution of such appeal. litigation, claim or exception. JO. rmici HXDOCTION >-o» DrrEcrrvt Con O» DATA (TVilt rlauje (j oppj(cobl« (/ (he amount Offill oprccment exceed* f 100,000.) (a) IT th» Owner or EPA determines that *-ny price. including profit, negotiated in connection with thl» agreement or any coot reimbursable under this agreement was In- crcn-x-d by any significant sum* becAxu* tt» Engineer or any »ubcontr»ctoT furnished ID- ' complete or liiHCCurtite tost or pricing data or dst* not current Mt certified in hla certin-Ckllon of current cost or pricing cla'ta (EPA Form 6700-41). then such prlc* or coat or profit *hall b» reduced necordlngly and lb« r-^ti-rment lOvJl be modified in writing to re- flect such reduction. (b) Failure to agree on ft reduction aball be subject to th* TUmtdles clause of thU agreement. {NOTE — Since the. agreement It lubjtct toreduction under (hti clause by reason o/ d>- /ic:ipe roJl or jnlciny dot a submitted in com- Tvcrflon tMlh rtrtoln subcontract*, the tngl- nter may irvjh (o Include a clauie <n each tuch jubct-nlract frgulrlnp Die f ubcontractor fo cpyrc-pHofely <ndf mn)/y fh* CnyineeT. It Is olio cr}*cti£ .that cny subcontractor <ut>. Jrcl (o rueh fruiemni/Icnffcm will ftntrolly requi'C jub'IontloJIy jlmflar iruitmn'/rafton /or ttfeetivt coil en- prlrfnp data re gi.irtd (Obt jubmltfed by Mi lower tier subctmfroc- 11. BUKCONTHACTI (a) Any B uboo n tmc tor s and outside a«o- cKm or contulUJita required by tbe Cogl->w*r la connection vlth the *«rrJc*» covered by tbta airrnnent will be limited to ruch IneirtduaU or Crm» RJ wtr* >p»elCcally identinrd ajid a^rcrd to during negotiations.or N« are KptclCcAlly authorized by lh* Owner during the performance of thU KgTetrnent. Any lubnUtutlons in or bddltlona to such kUbSontractors. aA>ocUtea. or consultant* Till be cubjrct to the prVor apprOTaJ of the O^ner. .(b) The Engineer m»y not aubcontractaerrlcrs in excels of thirty percent (01 35% percent. If the Owner a.nd the Engineer hereby agree) of the contract price to »ub- contractors or CODHUIIADIS without prior wrltun approTivl ol lh» Owner. 13. LAftoa STAMDAaoa To the extent that this K|freement Involve* "conMructlon" (aj» dennrd-by tbe Secretoryof LAbor). the Engineer agrees thnt euch consvructlon worV khall be subject to the fol- lowing labor ftt&ndarxls provisions, to theextent appllrrOjle: (a) Davli-B»cx>n Act (40 VJ3 C. 27fl.-37B»- •J):(b) Contract Work Hours »-nd Dafety Btni.ciarda Act (40 U 8 C. 327-333) ; (c) Co}f Und Antl-Klckbi>ck Act (IB U.8.C.674): and (d) Riecutlvf Orrtrr 1J24B (Kqual Employ-ment Opportunity); »nl Imp)rrnent)n4( rules, rtpulntlona. and r-.rvant orders of the 8e<i«lary of Labor orEPA: and the Engineer /urtber agrere that»»-.. ^pr^^-^.nt ^>iwi| in>-)u'1'> and r>r p to th» *"L»bor 3t»nd»rcU Provlslonj* for tr*.:;y A.-j.Utcd Con.itnictlon Contract*" (L'PA A720-4) In cHrct at the time of execu- tion ol thU agreement. 13. EOUAL r.MrLOTMIKT Or>XJirUNITT In ucord.Mire with EPA policy «L» rxprnuted In 40 CFK 30420-t. ths Engineer agrem that he will not cU.vcrLraliiAte ngaliut any em- ployee or applicant for employment because of race, religion, color, aex. &ge or origin. 14. UTILIZATION or SMALL ANDDvniNcaa In accordance wltb EPA policy as expreiuxd In 40 CTR 15.836-7. the Erujlntrer a0rees tbat qUAllned smsJl buslneu and minority busi- ness enterprise* Khali hare the muxlmurn prnctlcable opportunity to participate In the performance of EPA f,rnnl-aAf tiled conUacU ond subcontract*. 15. CoviNiNT AGAINST CormNctNT Feu The Engineer warrants tbat no person ortelV&g agency ban been employed or retained to solicit or cr-ctire this contract upon anagreement or understanding for a commis- sion, percentage, brokerage, or contingent fee, excepting bon*. fide employees. For breachor violation of tbls warranty the Owner nhall have tbe rtgbt to annul this agreement with- out liability or In its discretion to deduct from tbe conl/oct price or consideration, or otherwise rrco'ver. the full ajuount of such commiMlou, percentage, brokerage, or con- tlngeqt fee. 10. OUATDTTIOI (a) If It U found, after notice and hearing. by the Owner tbat gratuities (In the form of entertainment, Clfti. or olbtrwlse) were oITered or given by the Engineer, or any agent or representative of th* Engineer, to K,ny offtcUl. employee or agent of the Owner, of the State, or of EPA vlth »i view townrd se- curing a cor.Ui.et or sfurlng favorable treat- men*. v>ltb rtapt-ct to tbe awarding or amend- ing. or the making of any determinations with raptct to tbe performsnce of this ugret* meet, the Owner may. by wrltUn nolle* to the Engineer. Urml;,sts the rlgbt of the Engineer to proceed undtr thU »t,-ret raent or mny puraue such other right* and reineclle* provided by law or under tbls agreement: rroHdfd, That the eitMence of the fact*upon whlcb the Owner mAVt-i such finding* shall be in Lvsue and may be reviewed In pro- ct edlags pursuant to the Tlemedln clause of tbls sgreement. (b) In the event this agreement U termi- nated a* provided In paragraph (a) hereof. the Owner aball be entitled (1) to puraue the Eame remedies bfralnM the Engineer a* Ucould pursue In the event of a breach of the contract by the Engineer, and (3) as a pen- alty in addition to any other damages to which It may be entitled by law, toexemplary d»rna*e* in an omount fiva deter-- mined by the Owner) which yhall be notlens than three nor more than ten times the costs Incurred by the Enjrln^er In providing any such gratuities to any such orncer oremployee. 17. PATTKT» If this sjrr«ement Involves rr.virch. devel- opmental. experimental, or demonstration work and any discovery or Invention arlnes or U developed In the course of or under thl« aprrfment, such Invention or discovery shall t>« subject to tbe reporting nnd rlRhts provi- sions of Bubjwrt r> of 40 CFR Pnrt SO. in rlTect on the date ol execution of thin QR» • menu Including Appendix B of ?ald Piirt !«•!. In such fAie. the Engineer shtlt rcr»ort »h< discovery or Invention to EPA directly or tT. — '.:;;;• *^.c Orrrrr, and •v;*.ll "tn»rv-'l~- »-••»»- ply wltb the Owner's responsibilities in ac- cordance with aald Subpirt D of 40 CKR 30. T»i* En)(lne*r hereby »K'e-e<t lhat th <!Up<MlUon of rights to' luventlons madunder this aprixmenl «hall be in accordant with th* term* and rondlllunt of afoiemrn tlonsd AppTDdlx D. The Englnrar ahatl Inelude provisions appropriate u> effectuate tli purpose* of this condition In all aubcontrHCt involving rroemrch, developmentAl, expert mental, or dtmonslratlon work. IB. COrTMltMT* AMD TllOIITS IN DAT* (a) Trie Engineer dfrrten that ony plan drawings, design*, specifications, compute programs (which »r* aubiLanllally paid fc with EPA Er»nt funds), technical rt|>orti operating manuals, and other work BUbmllte with a 8Up 1 Fncllltlen Plan or with a Step or Step a grant application or which ar tpeclfled to be delivered under thlx ai;ret ment or which are developed or produ :*d an paid for under thLi ngrermr-nl (refrrred t in this clause a* "Subject iMUt") ars nubject to the rlghU In the United Htalev u* "' forth In Sub;iart D of 40 CPR Port 30 and I Appendix C to 40 CTR rwt 30. In effect on th date of execution of tlilt imrcement. IncludIng th* rlphl to us*, dupllrste and dUclcw nuch Bubjrct Emta, In whole or In part. I any manner for any purpose whabviefr, an have others do ao. For purposes of tlil> art! cle. "Krantee" as used lu said Apptndlx ( shall refsr to the Entilneer. If th* msUrlft) IcopyrlghtAble. th* Engineer may copyrlgri such, a.i permitted by said Appendli C. an subject to th* rights In the Government t •ct forth in Appendix C, but the Owner an the Federal Government reserve a royalt)free, nonexclusive, and Irrevocable !lren«t I reproduce, puhtlnh and u*e ouch mnlerlal In whole or In part, and to sulhorlui otliei to do NO. The Engineer shall Include provia'.ons r.ppraprlRte to e'Tectuele the purpn- Of this condition In all tulxrintmcU ciprcte to produce cbpvrlKhVable Subject Dsta (b) All such BubUc*. Duta furnUVied bv tr Entrtnrtr pu/iuant to thll s-xrfni'nt hi In^trumenU of his atnrlcex In ir«pect oT U prelect. 11 l» 'understood that the Tiiflnedoes not re-present such Subject O^ttv Co I suitable for reur>« on nny other prolrcl or f> any other purpose. Any reuse by tbe Ovmwithout iprclflc written ver10callr>r. or ails; tat I cm by the Engineer will be at the rMc I the O-'ner and without liability to tbr En£netr. Any such venacallon or r-dsptailc will entitle the Engineer to further compel tstion at rate* to be agreed upon by tt Ovner and the Engineer. flDtHAl REGimR, VOl. 41, NO. ?il—WEDNESDAY, DlCEMbtH 29, 19/6 C-3