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HomeMy WebLinkAbout1978-06-07; City Council; Resolution 5433tt 4 rv s 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 1E 19 2c 21 22 22 24 25 26 27 2E RESOLUTION NO. 5433 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE EXECUTION OF AN AGREEMENT BETWEEN VISTA SANITATION DISTRICT AND BROWN AND CALDWELL FOR ENGINEERING SERVICES IN CONNECTION WITH PHASE I11 ENLARGEMENT AND UPGRADING OF THE ENCINA WATER POLLUTION CONTROL FACILITY WHEREAS, the Vista Sanitation District has planned for engineering ser- vices for the Phase I11 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 theGovernment 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 Brown and Caldwell shall be in accordance with the Amend- ments to Title 40 of the Code of Federal Regulations, Part 35, as published in the Federal Register of December 17, 1975; and xx 'f <. 1 2 3 4 5 6 7 e 9 1c 13 12 12 I4 1: 1( 1: It 1: 2( 21 2: 21 2f 2: 2t 2'; 2t WHEREAS, at a regular meeting of the Joint Advisory Committee held on April 26, 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 "A"; and WHEREAS, some of the parties to the aforesaid Joint Powers Agreement have heretofore expressed a desire to peruse the contracts proposed to be with enlargement and up- entered into for engineering services in connection grading of the Encina Water Pollution Control Facil WHEREAS, changes in energy considerations and since completion of the 1975 project report require and ty; and technological progress a review of said report; WHEREAS, the Agreement attached hereto marked Exhibit "A" contains, among other things, provisions for such review; 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, BE 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 Brown and Caldwell in the form and substance as that attached hereto marked Exhibit "A". xx xx xx xx xx xx - 2- ‘t .c 0 0 1 11 PASSED, APPROVED AND ADOPTED at an adjourned regular meeting of the City I incil of the City of Carlsbad held on the 7th day of June, 1978, by the fol- )wing vote, to wit: AYES : NOES: None Councilmen Packard, Skotnicki, Anear and Councilwoman Casler ABSENT: None TTEST: :SEAL) -3- AGREEMENT FOR STEP 2 ENGINEERING SERVICES BETWEEN VISTA SANITATION DISTRICT AND BROWN AND CALDWELL FOR PHASE I11 ENLARGEMENT AND UPGRADING OF THE ENCINA WATER POLLUTION CONTROL FACILITY THE 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" 8 and BROWN AND CALDWEI I., a Calffomia corporation, hereafter referred to as "Engineer": WITNESSETH: WHEREAS, the District has planned for engineering services for the Phase III Enlargement and Upgrading of the Encina Water Pollution Control Facility (herein- after referred to as the 'tProject''); and WHEREAS, 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 transmfssion, 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, 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 Egulatory bodies; and WHEREAS, District is receiving a grant from the U. S Environmental Protectton Agency for fhe proposed project, and desires that this Agreement shall be in accord- ance 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; and WHEREAS , such available and offered personnel include the following categories of professional employees whose services are available for work on this project for the approximate number of manhours over the project period as follows: I e Preliminary Design Services Tahr CateaQIy Chief Engineer Managing Engineer Supervising Engineer Principal Engineer ( Senior Engineer Engineer -2 - Approximate manhours 141 584 348 240 996 840 NOW, THEREFORE, District and Engineer agree as follows: I. Scope of Ensfneering, Services Engfneer agrees to perform those services which are more particularly de- scribed 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 Ehsineerins Services Engineer agrees to perform those tasks described in Exhibit llAt' Planned Step 2 Ehgineering Services, which is attached hereto and incorporated herein by reference. Compensation for planned services shall be as provided in Mibit "B", which is attached hereto and incorporated herein by reference. B. Special Encrineerirm Sewices ' ' District and Engineer agree that certain of the work contemplated to be performed by Engineer cannot be defined sufficiently at the time of execution of this Agreement, and that incidental engineering work related to the project and not covered in Exhfbit "A" may be needed during performance of this Agreement. It is intended that such categories of work be classified as Special Engineering Services. Special engineering services may include, but are not limited to, the following: 1 . Additional copies of contract drawings, specffication and other documents above the number specified to be furnished under Article I .A. Planned Step 2 Engineering Services and handling and mailing of these copies . 2. Offset: printing and binding of reduced plans and specifications . The services shall also include the procurement and supervision of subcontractor retained for this work . 3. Assistance, as requested, to District as expert witness in arbitration or litigation arising from the implementation of the project. 4. Provision of engineering services anvor the services of Engineer's attorney for the purpose of preparing documentation and presentations incident to any bid protest hearings including those in accordance with 40 CFR 35.939. -3- 0 5, Provide assistance to District during bidding periods to include distribution of plans and specifications, preparation and printing of add attendance at a pre-bid conference, site tour and Equal Employment Opportunity meeting tabulation and analysis of results of bidding, recommendations as to award of construction contract and consultation to District prior to award of construction contract, Plotting, computing and filing descriptions of easements end rights- 6. 7, Assfstance to District in preparing of applications and requests for ~ aid from the state agencies and federal government for construction grants . Assistance to District in obtaining any permits required by local, state or federal governments Additional copies of operation and maintenance manuals above the num- ber specified to be furnished -under Article 1.A , e Planned Step 2 EngLnee Services and handling and mailing of these copies. Preparation and participation in hearings before the State Water Resources Control Board, the Environmental Protection Agency, or hnding or regulatory agencies except as otherwise provided Article IDA, Planned Step 2 Engineering Services. b 8. 9. ' 10, a1 engineering services required to implement recommendat ions the Value Engineering (VE) analysis . 12. Designs prepared at the request of the District for alternative methods of treatment or construction than those actually designed These esigns do nut include minor changes in design following the nt submittals, providing these minor changes do not conflict with the scope of design services described in Article I.A. , Planned of the SWRCB to discuss Grant Eligibility for the Encina Phase IT1 Project. Detailed field verification of as-constructed conditions . Assistance to District in updating the financial plan and revenue program. 14. 15. I -4- 17 Provision of additional services associated with the preparation of additional contract documents for "fast tracking" part or parts of the project. 18 . Provision of engineering services to assist the District in applying for a modification of the secondary treatment requirements 19. Assistance to District in preparing the Construction Management Plan required by the State Water Resources Control Board. 20. Assistance as necessary to the construction management consultant. 21 Consultation or other services on matters not otherwise provided in this Agreement. 11. Authorization , Prowess 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 commence- ment of the work and the schedule of progress and completion. If the authorization to proceed with the work described in Exhibit "A" occurs subsequent to September 30, 1978, it shall constitute an increase in scope of work and Engineer shall be entitled to an appropriate increase in compensation. For special engineering services , the authorization by the District shall be in writing and shall include the definition of the work to be done, the schedule for commencing and completing the work and the basis for compensation for the work. I11 , 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, compen- sation in accordance with the schedules set forth in Exhibit "B" . Compensation fpr special engineering services shall be as set forth in the written authorization for special services or as specifically detailed in Exhibit "B" N, Responsibility of Ensheer 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 prondgated after follow- 0 -5 - ing a practice usual to the engineering profession. The Engineer makes no warranty or representation as to his ability to obtain or assist in the obtaining of grants as contemplated herein other than Engineer will use his professional skills in attempting ta do so. 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. Inteqmtion 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 ch-4. VI. hershia of Documents Any plans, studies, sketches , drawings or specifications supplied, as herein required, are the property of the District. In the event this contract is terminated, any documents, plans, specifications and drawings shall be delivered forthwith to the District. VII. Subcontracts Engineer shall be entitled, to the extent determined appropriate by the gineer, 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 ffnns performing subcontract work . At the time subcontracted services are anticipated, the Engineer shall notify District of the natyre of and need for such services and identify the proposed sub- contracting firm. The Engineer must receive written approval from the Oistriet prior to utilization of afiy subcontractors . The Engineer is authorized by the District to subcontract work having a cost which will not exceed 40 percent of the total amount of compensation due under this Agreement. In the event Engineer desires to subcontract work having a cost in excess of 40 percent, the work shall be subject to the approval of the District and this Agreement shall be amended. -6 - WI. 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 con- trary to law or District ordinance, shall be the General Manager of the Encina Water PolhtiOn Ck" Facility or as appointed by the District. E. 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 administrati of services to be provided, shall be the Engineer's duly appointed Project Manager fo the work. The Project Manager shall be Mr. Graham T. Fraser. In the event Mr. Fraser, for any reason, cannot fulfill the duties of the Engineer's Project Manager, the assignment shall be filled by either Mr. Donald R. Lee or Mr. Michael G. Hoover The Engineer shall notify the District, . in - writing, .- when circumstances require any such change in assignment; Other substitution other than those individuals listed above shall only be with the prior written approval of the District. X. - EPA Requ.ired Terms and Conditions The "Required Provisions - Consulting Engineering Agreements" as published in the Federal Register dated December 29 I 1976 as Appendix C-1 to Part 35 of Title 40 of the Code of Federal Regulations I are attached hereto and incorporated herein by reference as exhibit "C *I. XI. Effective Date This Agreement shall be effective on and from the day and year first above written. IN WITNESS WHEREOF, we have hereunto set our hands and seals. ATTEST: VISTA SANITATION DISTRICT By Approved by Resolution No. BROWN AND CALDWELL a California Corporation on APPROVED AS TO FORM BY Vice President Date IXHIBIT "A" PLANNED STEP 2 ENGINEERING SERVICES The planned engineering services to be provided under this Agreement include: (1) Preliminary Design Services and (2) Basic Step 2 Services. A. Preliminary Design Services Preliminary design services are required to properly accomplish the basic Step 2 services. The following preliminary design tasks shall be performed by Engineer: Task 0 - -- Task 1 - Task 2 - Task 3- Task 4 - Manaqement Management of Preliminary Design Services includes supervision of project staff review of engineering work by managerial level engineers, and correspondence with District. Procurement and Supervision ,of Subcontractors Procurement and supervision of subcontractors includes those services necessary for the procurement of subcontractors €or both preliminary design services and basic Step 2 services and supervision of subcontractors providing preliminary design services . Geotechnical Invest is at ions Geotechnical investigations over the treatment plant site will be conducted by a qualified geotechnical consultant. The investigations include test borings I soil analyses and founda- tion exploration studies to obtain geotechnical data and recommendations necessary for the project design. Surveys \ Surveying of the Encina WPCF site will be performed by qualified surveyors. The work includes aerial and ground surveys detailed layout of existing facilities establishment d ground control work including lines and grades I base lines, monuments and topography 2nd related office computations and drafting Preliminary Architectural Pre 1 im inary arch itectura 1 work include s arch itectura 1 s errvices necessary €or the "10 percent design submii,tal" required by the State Water Resources Control Board, The work includes consultatio preparation of drawinGs for the PO percent submittal arid attendance at meetings. 0 A-2 Task 5 - Task 6 - Corrosion Protection Study Under this task, the project site conditions will be investigated and a letter report will be prepared to identify the need to provide a corrosion protection system for piping and appurtenances buried In aggressive soils. Preparation of Preliminary Des isn Report The work will consist of consultation to the District and preparation of a report which will be an attachment to the Preliminary 10 Percent Design Report (Task 7). The work is necessary because of changes that have occurred in the plant's discharge requirements, changes in technology and changes in costs, particularly energy costs, that have occurred since the project report was written in early 1975. In addition, several high maintenance areas have been identified in th existing plant. These areas are to be evaluated to determine the cost effectiveness of retaining or replacing the equipment. The subtasks to be performed by the Engineer are as follows: 1. 2. 3. 4 . Review of Bioloqical Secondary Treatment Process. The review will update the alternative analysis section of the project report with respect to the selection of biofiltration, activated sludge and a relatively new biological process developed since the project report, i. e. the Rotating Biological Contractors (RBC'S). Review of Submerged Launders and Air Skimming Submerged launders and air skimming were recommended for improved oil and grease removal and for odor control. Recent changes in the grease and oil discharge requirements and reported operating difficulties with submerged launders warrants a review of the need for these systems. The need to add helical skimmers to tanks 1 and 2 and the modification of the helical skimmer in tank 5 will be reviewed Review of Odor Control Systems. Odorous air collected from the aerated grit tank, primary sedimentation tanks, all open channels, the sludge dewatering building and from the biofilters is recommended, in the project report, to be deodorized in bio- logical scrubbing towers. Recent reported operating difficultie: with similar odor removal systems at other locations suggest that a review of the effectiveness and utility of this system compared with other odor removals systems be conducted. This review is needed to insure the most effective system is provide in view of recent cease and desist orders received by the plant €or odorous emissions. Review of Screening and Screening Handling Systems. The proj report recommends providing one new mechanically cleaned bar screen and screenings grinding pump and the relocation of the existing barscreen and grinding pump. Critical depth hydraulic A-3 5. 6. 7. a. control sections are recommended to be provided downstream of each screen to improve screen efficiency by reducing the rate of flow through the screen. The screenings grinder pumps discharge the ground screening back into the flow. This review shall determine if the existing mechanically cleaned screen should be replaced or repaired and also determine special fea- tures to be incorporated in the specifications to reduce future screen maintenance. The need for the proposed hydraulic control sections downstream of the screens will also be revfewec The review will identify and evaluate systems for conveying the screenings to a storage hopper for landfill disposal. Screen control alternatives will also be evaluated. Review of Grit Sy.stems. ing recessed impeller centrifugal pumps pumping to centrifugal separators and final washing of the heavy fraction from the centrifugal separator in a helical flight type grit washer. The grit is then discharged to a hopper for landfill disposal. The review will identify and evaluate alternative grit removal, separation, conveying and storage systems. The project report recommends utiliz- Primary Sludqe Pumping Study. address primary sludge pumping. Recent maintenance reports indicate reduced sludge pump capacity and extremely high sludg pump maintenance. The study will evaluate other types of primary sludge pumping systems and determine if it is cost- effective to replace the existing primary sludge pumps with new lower maintenance pumps. The project report does not Sludqe Dewaterinq and Cake Handlinq ,Study. The project report recommends the addition of a second centrifuge at ground level in the position reserved for it on the existing centrifuge structure. The existing centrifuge is experiencing high maintenance costs. This study will evaluate alternative sludge dewatering techniques to determine the most cost- effective sludge dewatering system for the Phase IIT, expansion. If centrifuges are found to be cost-effective the study. will determine if it is cost-effective to elevate both centrifuges to eliminate the need for the conveyor belt systems. Enersy Conservation and Reclamation Study. The project report recommends the utilization of sludge gas as a fuel for engines driving on-site power generators, the power so generated to be used for operating other plant equipment. The project report proposed to utilize the heat from the engines as a source of heat for the plant anaerobic: digestion process. Yyie study will identify the best alternative for energy utilization in the Encina WPCF. The study shall identify the amount of energy i ..;. ._””_.. 1.. ~ ., I .. ,...,. . lz.~.. _:. . A-4 required under various discharge requirements and quantities of sludge gas available under each treatment arrangement. The following will be examined to determine the most cost- effective energy and resource management alternative: a. Full gas management, as proposed in the February 1975 Project Report. b. Utilization of digester gas for digester heating only. c. Sale of excess digester gas. d. Cogeneration, in parallel with the electric utility. e. Direct drive of selected plant loads using gas eng.ines. The study will include an evaluation of overall plant energy and operating costs under each alternative and will include costs associated with providing necessary standby power for reliability as required by EPA regulations. 9. Biofilter Pumping Station Study. The project report recam- mends four constant speed pumps be provided and variable flows be accommodated by hydraulically varying the recycle quantity to maintain a constant hydraulic load to the biofilters. The variation in the recycle rate is achieved by the action of a weir and the limiting hydraulic capacity of the constant speed pumps. Also, this system minimizes the size of the wet well, The study will review and compare the cost and utility of this control system with a system with four constant speed pumps, two variable speed pumps and a wet well/dry well system, 10. Bfoflocculation Study. The project report does not include a bfoflocculation stage between the biotowers and the secondary sedimentation tanks. The need €or such a facility shall be determined. Task 7 - Preparation of the Preliminary 10 Percent Desiqn Report The preparation of the Preliminary 10 Percent Design Report will comply with the State Water Resources Control Board Clean Water Grant Bulletin No. 26. The Preliminary Design Report, prepared under Task 6, will be attached and made part of the Preliminary 10 Percent Design Report for presentation to the Value Engineering (V.E team. The information to be prepared, assembled and presented sha be as follows; process schematics, design criteria with supporting calculations regarding process unit sizing, solids balance sheet and preliminary service building floor plans. tance Associated with V. E. A A- 5 Assistance and consultation I as necessary, to the District and the V. E. team by the Engineer before, during and following the conduct of the V. E. analysis. This work includes the response to the comments and recommendations in the value engineers report I and final preparation of the "10 Percent Design Completion Level Submittal to the State Water Resources Control Board. Additional preliminary design studies required as a result of V.E, analysis shall be considere a Special Engineering Service. Task 9 - Review Meetinqs Preparation for, travelling and attendance at meetings requested by the Engineer or District to review the preliminary design services described in the foregoing tasks. Review meetings will include 3 trips to sewerage agencies within California and one trip outside of California to review treatment processes and techniques applicable to the design of the Ehcina Phase I11 Expansion. B. Basic Step 2 Services The scope of work in the Basic Step 2 Services shall include (1) design tasks and (2) the draft submittal of the Operations and Maintenance Manual for the Phase 111 Enlargement and Upgrading of the Encina WPCF. The detailed scope of the Basic Step 2 Services will be defined towards the end of the period scheduled far the conduct of the preliminary design services. C. Time Schedule It is intended that the Preliminary Design Services under this agreement be conducted and substantially completed to prepare a detailed scope of work for the Basic Step 2 Services. Specific time schedule for reports to be provided under this Agreement shall be as follows: a. Preliminary 10 Percent Design Report. The 10 Percent Design Report for use by the Value Engineering team shall be submitted to the District within 100 calendar days following the Notice to Proceed. Up to ft€teen copies of the Preliminary 10 Percent Design Report shall be delivered to the District , 93. 10 Percent Design Completion Level Submittal. The 10 Percent Design Completion Level Submittal required by the State Water Resources Control Board will be submitted to the District within 10 calendar days following receipt of the Value Engineering Team's comments. This schedule shall not apply if there are additional preliminary design studies r'cyuired as a result of the V,E. Analysis. Up to fifty copies of the 10 percent submittal shall be delivered to the District. 3ne {inbound copy shall be delivered to the District. Basic Step 2 Servic-. The 99 percent submittal of the design tasks will be submitted to the District within 304 calenc!d .:53ys following Notice to Proceed. c, , ., EXHIBIT "B" 0 COMPENSATION A. Compensation compensation for services provided under Article I, "Scope of Engineering Services" shall be in accordance with the methods described in this Exhibit and the specific amounts listed in Paragraph C Compensation Schedule or as may be later mutually agreed to at the time of authorization. Compensation for each authorized phase of the work or engineering service shall be on the basis of: (1) firm fixed-price, (2) cost reimbursement, (3) hourly rate or as may be later mutually agreed to at the time of authorization: 1. Firm Fixed-Price Basis Compensation for each phase of the work or engineering service authorized on a firm fixed-price basis shall be as listed in Paragraph C, Compensation Schedule, of this Exhibit or as may be mutually agreed upon at the time of authorization. 2... Cost Reimbursement Basis . : Compensation for each phase of the work or engineering service authorized on a cost reimbursement basis shall be the cost reimbursement plus a fixed professional fee, as defined herein. a Cost Reimbursement I The cost reimbursement portion of the compensation shall be the sum of direct labor costs I indirect costs and other direct costs, as herein defined. The cost reimbursement for each designated engineering service shall not exceed the cost ceiling listed in the compensation schedule without formally amending this Agreement. (1) Direct Labor Costs Direct labor costs shall be the total number of hours worked on the job by each employee times the regular rate for such employee's labor category. Direct labor costs for principals, who are defined as professional engineers assigned to the corporate staff of Engineer, will be based upon the actual rate of pay for those individuals Direct labor rates shall be revised annually for periods of October 1 through September 30 to generally reflect relevant changes in the U. S. Department of Commerce Consumer Price Index. (2) Indirect Costs Indirect costs shall be the product of all direct labor costs multiplied by an overhead rate. e A billing overhead rate of 1.45 shall be used for interim reimbursement purposes. The Engineer, as soon as possible but not later than ninety (90.) days after the expiration of his fiscal year, or such other period as may be mutually agreed upon, shall submit to the District a proposed provisional over- head rate or rates for that period based on the Engineer's actual cost experience during that period, together with supporting cost data. Negotiation of provisional overhead rates by the Engineer and the District shall be undertaken as promptly as practicable after receipt of the Engineer' s proposal. Allowability of costs and acceptability of cost allocation methods shall be determined in accordance with the applicable portions of the Federal Procurement Regulations, 41 CFR 1-1 5.4 as in effect on the date of this Agreement, The results of each negotiation shall be set forth in an amendment to this Agreement, which shall specify (1) the agreed negotiated provisional rates (2) the bases to which the rates apply and (3) the periods for which the rates apply. Pending establishment of negotiated provisional overhead rates for any period, Engineer shall be reimbursed at billing overhead rates as provided in the Agrement, subject to appro- priate adjustment when the negotiated provisional rates for that period are established. To prevent substantial over or under payment, and to apply either retraactively or prospectively, billing overhead rates may, at the request of either party, be revised by mutual agreement. Any such revision of billing over- head rates shall be set forth in an amendment to this Agreement. Any failure by the parties to agree on any rates under this clause shall be subject to the "Remedies" clause (Provision No, Exhibit "C ") of this Agreement. Negotiated provisional overhead rates negotiated by the parties to this Agreement shall be used to adjust all interim billings as soon as such rates are established. Negotiated provisional overhead rates shall be subject to review and revision by the cognizant audit authority'designated by the EPA Project Officer, and shall be adjusted either upward or downward in accordance with EPA rulings following interim or final audits Indirect costs for cost reimbursement work under this Agreement shall be the product of direct labor costs multi- plied by the final audited overhead rate. 6 8-2 (3) -Other Direct Costs Other direct costs shall be billed at cost and shall include the following: (a) Services directly applicable to the work such as compute] rental and plugramming costs, special consuitants, borings , laboratory charges , commercial printing and binding, and similar costs that are not applicable to general overhead. Identifiable reproduction costs applicable to the work such as printing of drawings, photostating, multi- lithing , printing and similar costs. Identifiable communication expenses such as long distance telephone, telegraph, cable, express charges, and postage other than for general corre- spondence. Living and traveling expenses of employees when away from home office on business connected with work except for automobile travel which shall be billed at the rate of 20 cents per mile. Subcontracted services + Costs described above shall be payable up to a cost ceiling listed in the compensation schedule. In the event the entire scope of work provided for under a cost reimbursement engineering senric is not completed within the cost ceiling established for such a service, Engineer shall continue with all or any part of the work for which an amended cost ceiling is established, but not otherwi5 b. _Fixed Professional Fee The fixed professional fee portion of the compensation shall be the amount listed in the compensation schedule and it shall not be increased except in the event there is an amendment to this Agreement that increases the scope of work. 3. - Hourly Rate Baks Compensation for each phase of the work or engineering service authorin on an hourly rate basis shall be the sum of direct salary costs and direct non- salary costs, as herein defined. B -3 4 I .. .. a. Direct Salaw Cost Direct salary cost shall be the total number of hours worked on the job by each employee times an hourly billing rate for such employee's labor category. The hourly billing rate for each employee category shall be the sum of: (1) the regular direct labor rate, (2) the indirect costs rate and (3) a professional fee rate. Direct salary rates shall be revised annually for periods of October 1 through September 30 to generally reflect relevant changes in engineering salary costs and relevant changes in engineering salary costs and relevant changes in the U.S. Department of Commerce Consumer Price Index. b. Direct Nonsalaw Cost Direct nonsalary cost shall be actual costs and shall include the following: Services directly applicable to Lhe work such as computer rental and programming costs, special consultants, borings , laboraton charges, commercial printing ar?d binding, and similar costs that are not applicable to geaeral overhead. Identifiable reproduction costs applicable to the work such as printing or drawings, photostating , multilithing , printing and similar costs. Identifiable communication expenses such as long distance telephone, telegraph, cable express charges, and postage other than for general correspondence Living and trnveling expenses of employees when away from home office on business connected with work except for automobile travel which shall be billed at the rate of 20 cents per mile. . Subcontracted services . Compensation for any engineering service on an hourly rate basis shall not exceed the price ceiling listed in the compensation schedule for given service, or if none is shown, shall not exceed the price ceilirzg agreed to at the tine of authorization of the service, without, . ap3rova1 by the District's Project Officer. In the event the entire scope of work provided for under an hourly rate engineering service is not completed within the cost ceiling established for such service Engineer shall continue with all or any part of the work for which an increased cost ceiling is established, but noi; otherwise . B-4 4. Limitation of Cost and Time It is estimated that the cost ceiling (for services authorized on a cost reimbursement basis) and the price ceiling (for services authorized on an hourly rate basis) given in Paragraph C of this Exhibit and the time for com- pletion given in the authorization will not be exceeded, The Engineer agrees to use his best efforts to perform the work specified in Article I within the estimated cost and time of completion. If, at any time, the Engineer has . reason to believe that the cost ceiling or price ceiling will be greater or substantially less than the then ceilings indicated in Paragraph C, the Engineer shall natify the District in writing to that effect. The notification will state the revised cost ceiling or price ceiling for performance of the services and, if applicable, the revised time for completion. Such notification will be sub- mitted to the District at the earliest possible date and in no event later than 30 days prior to scheduled completion of the work. - The District shall not be obligated to reimburse the Engineer for costs incurred in excess of the estimated cost ceiling or price ceiling set forth in Paragraph C, The Engineer shall not be obligated to continue performance under the agreement or otherwise incur costs in excess of the estimated cost ceiling or price ceiling set forth in Paragraph C, unless and until the District shall have notified the Engineer in writing that such estimated cost ceiling or price ceiling has been increased and shall have specified in such notice a revised estimated cost ceiling or price ceiling which shall thereupon con- stitute the estimated cost ceiling or price ceiling for performance of this agreement. If, after such notification, additional funds are not allotted by the end of the period scheduled for completion, or an agreed date substituted therefor, the District will, upon written request by the Engineer, terminate this agree- ment pursuant to the provisions of the termination clause. The termination date shall be the originally scheduled completion date or an agreed date sub- stituted therefor. If the Engineer, in the exercise of his reasonable judgment, estimates that the funds available will allow him to continue to perform semict covered in this agreement for a period extending beyond such date, he shall specify the later date in his request, and the District, at his discretion may terminate this agreement at that later date. B. Payment of Compensation Charges determined on the basis of this exhibit shall be billed monthly to the District and payment in full by the District shall be made within a reasonable period of time. Brief monthly project progress reports shall be included with the invoices E shall include a summary of activities related to progress of the project for the invoic period. Monthly invoices shall contain the €ollawing information far each type of compensation: B -5 .- I :* 1. Cost Reimbursement Basis For the cost reimbursement portion of the compensation, invoices shall include the following: (1) each labor category and the total number of hours worked by employees in that category, (2) direct labor rate and costs for each labor category, (3) total indirect costs I and (4) each general category of other direct costs. For the fixed professional fee portion of the compen- sation, invoices shall include the percent of the total fixed professional fee to be paid each month in accordance with the tabulated amounts shown for each engineering service listed in the compensation schedule. 2. Hourly Rate Basis Invoices for engineering services authorized on an hourly rate basis shall include the following: (1) each labor category and the total number of hours worked by employees in that category, (2) the hourly billing rate and costs for each labor category, and (3) each general category of other direct costs. C . Compensation Schedule For each engineering service authorized under this Agreement, compensation shall be in accordance with the applicable portions of this Agreement and the following schedule: 1. Planned Engineering Services Compensation for the planned engineering services (Article I .A .) shall be as follows: a. Preliminary Design Services (Exhibit "A 'I I Paragraph A) Basis of compensation: Cost Reimbursement Cost ceiling $ 189,004 Fixed professional fee $ 21,772 Portion of fixed professional fee , payable monthly b. Basic Step 2 Services (Exhibit "Ai* , Paragraph BJ Compensation for these services shall be on a cost reimbursement basis. The compensation shall be determined by mutual agreement between District and Engineer prior to authorization. A maximum allowance (cost ceiling plus fixed professional fee) of $ 1,281,520 shall be established for these services, The District's Project Officer may authorize rhe engineer to proceed with these services provided the agreed upon compensation is no greater than this maximum allowance. B-6 This allowance shall not be increased without an Amendment to this Agreement that has been approved by all the member agencies in the Encina Joint Powers. 2. Special Engineering Services Compensation €or special engineering services (Article I. B .) shall be agreed to at the time of authorization. An allowance of $ 200,000 shall be established for such special engineering services as may be authorized by the District's Project Officer in accordance with Article 11. This allowance shall not be increased without an amendment of this Agreement. , .. MHIBIT ”C I’ e - RULES AND REGULAtlONS Title &Protection of Environment CHAFER I4NVIRONMENTAL PROTECTION AGENCY SUBCHAPTER -“RANTS [FRL 655-21 PART 35-STAlE AND LOCAL ASSISTANCE Subagreements Under Grants for Con- struction of Treatment Works; Technical Amendments AppENorx 01 BEQ- PBOYISIONHONSULTINC WCINEPIIXO AGREEMENTS 1. Qeneral. -2. Responsibility of the engineer. 3. Scope of work. 4. Changea. 6. Terminatlon. B. Remedh. 7. Payment. 8. Project design. 0. Audit; access to records. 10. Price reduction for defectlvc coet or 11. SubcontrWta. 12. Labor standards. 13. Equal employment opportunity. 14. Utilfiatlon of small or minority busi- 16. Covenant against contingent fees. IO. Gratuities. 17. Patents. 18. Copyrights and rights 1n data. 1. GENERAL (a) The Owner and the Engineer agree that the followlng provisions shall apply to the EPA grant-eliglble work to be performed under this agreement and that such pro- visions shall supersede any coaRicting pro- visions of this agreement. (b) The work under thls agreement 1s funded in part by a grant from the U.5. En- vlronmental Protection Agency. Neither the United States nor the US. Envlronmenta Protection Agency (heremafter, “EPA”) is a party to thls agreement. Thm agreement whlch covers grant-eliglble work is subject to regulations contained in 40 CFk 35.936. 35.937. and 35.939 In effect on the date of execution of this agreement. As used in thebe clauses. the words “the date of execution of thls agreement” mean the date of executlpn of this agreement and any subaequent modlflcation of the terms. compensatlon or scope of services pertinent to unperformed work. (c) The rights and remedies of the owner prowldea for in these clauses are in sddltion to any other rlghb and remedles provided by law or under this agreement. pricing data. ness. ’ 2. RESPOSSIBILI’SY OF THE ENGIJ-m (a) The Englneer shall be responsible for the professional quality, technical 8ccuraCY. tlmely completion, and the coordlnatlon Of all designs, drawings. specifications, repom, and other servlces furnished by the Engineer under this agreement. The Enginerr shJI. without additional compensation. correct or revise any errors. omissions or other defleien- ctes in hls desfgils, drawings, speclflcations. reports and other services. (b) The Engineer shall perform such pro- fessional services as niay be necessary to w- compllsh the work required to be performed under this agreement. in accordance with this agreement and applicable EPA requtre- ments in effect on the date of execution of thb agreement. (c) Approval by the Owner or EP-4 of drawlngs. deslgns. speciflcatlons. re- and incidental englneerlng work or materlah fUr- nfShed hereunder shall not in any way re- lieve the Engineer of responslbblllty for the technical adeauacy of Bis work. Nelther tko bGneres nor EpA;s review, approval or u- ceptance of, nor payment for, any of the serv- ices shall be construed to operate as a waiver of any rlghts under this agreement or of any caw of action arfsing out of the periom- ance of tats agreement. (d) The Engineer shall be and remaln li- able in accordance wlth appllcable law Tor all damages to the Owner or EPA caused by the Engineer’s negligent performance of any of the servlces furnished under thls agree- ment, except for errors. omisslons or other deflclenctes to the extent attributable t0 the Owner. Owner-furnished data or any thlrd party. The Engineer shall not be responsible for any time delays In the pro;& caused by clroumnces beyond the Engineer’s control. Where new oradvanced processes. methods or technology (see 40 CFR 35.908) are re“- mended by the Engineer and are utilized. the Engineer shall be liable only for gms cegli- gence to the extent of such utiltzation. 3. SCOPE OF WORK The services to be rendered by the Engineer shall include al: services required to com- plete the task or Step in accordance with ap- plicable EPA regulations (40 CFR Pars 35, SubDart E In efTect on the-date of execution of this agreement) to the extent of the scope of work as denned and set out ln the engi- neePing servlces agreement to which these provisions are attached. 4. C€IANOGP (a) The Owner may, at any tlme, by wrlt- ten order, make changes within the gened scope of this agreement In the servfces or work to be performed. If such changes cause an increase or decrease. in the Engfneer*s cost of. or time required for, performance of any services under thls agreement. whether or not changed by any order, an equitable adjustment shall be made and thls agree- ment shall be modtfted in writing accord- ingly. Any claim of the Engtneer for admt- ment under thb clause must be asserted in writing within 30 days from the date of re- ceipt by the Engineer of the notlficatlon of change unless the Owner grants a further period of time before the date of ftnal pay- ment under thls agreement. FEQERAL REGISTER, VOl. 41, NO. 251---WEDN€Sf;~~~ i, DECfHGER 29, 1976 c-1 . .*+ 0 . it*) No services for svhtch an additional wnlpelwtlon will be charged by the Em- wvr shall be turiJshed wlthout the mitten autborizaUoa of tbe Owner. (c) In the event mat them ia a mod&=- tton Of EPA requirements relatlng to the .sentoes to be performecl under this agree- !ne& mbaequent to the date of exceutlon d this agreement, the increased or decres~ea rvwt of performance of the services provlded for In this agroemebt shall be reflected in an Appropriate modlflcatlon of this agreement, 9. TEUMXNATXON (a) This agreement may be tmnixWed in whole or in part 1n wrttlng by either party in the event of substantial fallwe by the other pwty to fulW its obllgatlons under thL agreemsnt tWugh no iautt of the termlnat- ing partp: Proyided, That no such temrias- tion may be effected unleae the other &arty b &hen (1) not leas than ten (10) wenciar days wrltten notbe (dellvered by certified ma. return recelpt requastud) of htent to teminate and (2) an oppmtunity for con- sultation with the twnlnsting party prbr toterminatdon. . (b) ThLs agreement my be tsnnlnfbted in whole or In part in wrltbg by the Owner $or ita convepIeIIcB: pzOvtdect, That such terminstJon ts for fwd cause (8uch BC) for legal or financial reasons, major changes fn the work or program requirements, inltiatlon of a new Step) and that the Engineer Is giver, (I) riot leas than ten (10) calendar days written notice (delivered by certlfled mail, rettirn receipt nqueated) of intent to terml- mte and (2) an opportunity for coilsulta- tion with the terminating party prior to termination. (c) Xi termination for default is effected liy the Owner. tm equitable adjustment in the prlco provlded for in this agreement shall be msde. but (I) no amount shalt be allowed for anticipated profit on unperformed serv- ices or other work, and (2) any papent due to the Engineer at the tlrne of t%rminaMOIh may be adjueted to the extent 01 any addl- tional costJ occasbned to the Owner by rea- son of the engineer% default. If tarmlnstfon for default is effected by the Engm. or if termhation for convenience is efbcted by the Owner. the equitable adjustment BhaIl include a reaaonabb pmflt for service8 M other work perfarm&. The equitaMe adjust- ment for any termlnatlon shall provide far payment to the Englneer for services ren- dered and expenses Incurred prfor to the tcrmitantion. In addltlon to termination set- gineer relatlng to co"enta whlch become firm prior to the termlnatloa (d) Upon receipt of a tednatlon actlon pumulrut to psragraphs (a) or (b) abuve, the Engiireer shall (I) promptly discontinue hewir~ affwctad (unlese the nOtIC0 d(recta otherwise), and (2) dellver or other- make aveitable to the Owner all data, drawbe, speclfhtlons, reports. estimates. summarietl. and wch other information end materirds a8 nray have been Bccumnlsted by the Englniwr in performing this wreement, whether com- plcled or in process. (e) Upon termination pursumt to para- gr~pim (a) or (b) above. the Omper may take over the work and prosecub the same to completion by agreement wlth another party or ottrerwlse. Any work taken oyer by the Owner for campletion wlil be completed at the Orner's risk, and the Owner will hold harnikesr, the Engineer from a11 claims andl dsltll~ges srlslng out of improper uee of the Engineer's work. (f) zr, after taminattan for fallure of thi Engineer to iuiftll contractual obl!gstbG, is determine& that the' Engtneer had not fj0 fafled, the twmtnation shall be deemed tt' t!$*qe;:! c=E*p -?C-n"k!S !n?-LTd. by !?IS En- RULES AND REGULATIONS have been efI- for the convenlence of the known by the Engineer to be avallable only Owner. In euch event. adjustment of the from a aole BouroB. unlesa such use hss beeri prlce pr0vldw.I fop iP thls agreement shsll be adequately Justi8ed In writing by the Engi- made as provided In paragraph (c) of thls neer. clause: (c) The EugLneer shall not, fa the per- 6. REMEDIES formance of the work called for by thb Except as msp be othenvise provided in this agreement. all clalma, counter-clalms, dlspntes and other matters 1u queetlon be- tween the Owner and the Engineer arblng out of or relsthg to thl8 agreement or the breesch theceoi will be decided by arbltratlon lf the parties hereto mutually agree, or Jn a court of oonqetent furMictton wlthln the State in whlch the Owner is locatep. agreemeat, produce a design or spedcation which WoulU be resMct1ve in violatton of Sec. 204(s) (6) of the Federal WBeet Pollu- tion Control Act (PL 92-600). Wts otatute requires that no specification for bids or statement of work ahall be wrltten ln such a manner as to contain proprietary. excclu- sionary. or discrimlnatory requiremeats other than those based upon perfonopsce. unless such requlrements are ne" to test or 7. PAYMENT . ' demons6ate a speclac thing, or to provlde (a) Payment &all be made in accordance with the p&YMWt schedule inCOrpOr8ted Ia this agreement as soon as practlcable upon submission of statemente requesting pay- ment by the Engineer to the Owner. Xf AO sucB payment schedule is lncorporatbd In thls agraament, the payment provisiow of paragraph (b) of th& olause shall apply. (b) Monthly progress psymenta map be re- quested by the Englneer and shall be made by the Owner tn the Englneer 88 SOOR 84 prac- ticable upon submision of statements re- questing payment by the Engineer to the Owner, When such progress payments we made, the Owner my wlthhold up fo ten percent of the vouchered amount Uatil sat- isfactory completJon by the Engineer of work and services wtthln a Step called for under this aereenient. When the Owner determines for necessary interchangeabIi!tp of pi& and equipment. or at least two brand names or trade nameS of comparable quality or utility are llsted and are followed by tha words, "or equal." With regard to materIs2s. if a single material is specifie8, the Engineer ~ust bb prepered ta subsbantiate the baek, for the selection of the material. (d) The -beer -11 report to the Owner an$ sole-source or restrkctive deslgn or spec- i8cetlon giving the reason or wasone why it is consldered necessary to mtrict the design or speeKication. (e) The Engineer shall not knowbgly spec- ify or approve the performsnce of work at B racllity which !a in violaUon of Oleen Air or Wabr standards snd whlch te ltsted by the Director of the EPA Ofice of Federal Activi- ties pursuant to 40 OFR Part 15. tint 6:o work under tNs' agreement oi any 9. Avnxr; ACCESS TO Rscosw specifled task hereunder h substantially compIete and that the amount of retained percentages 1s in excess of the amount con- sidered by him to be aUequnteYor the pro- tection of the Owner, he shall release to the Engineer such excw amount. (c) No payment request made pursuant to paragraph (a) or (b) of thls Clause shall exceed the eutlmated amount and value of the woi*k and services perfonmed by the En- &beer under this agreement, whtch estf- mates shall be prepared by the Englneer and supplemented or aoeompanled by such Bup- portlng data & may be requlred by the Owner. (u) upon satisfactory completik- of the work performed lierhnder. and prlor to flnal payment under this agreement for such work, or prior settlement upon terminatlon of the agreement. and 89 B condlflQn prec- edent thereto, the Engineer 6hJl execute and deliver to the Owner a releW of a11 oilnims against the Owner arising under or by virtue of thls sgreement. other Fbtban such olaim, If any, as may be Bpeclflcally ex- empted by the Engineer from the operation of the release in stated nmounts to be Set forth therein. (a) The Engineer shall malntab books records, documents and other evldence dt- rectly 'pertinent to porfonnance on EPA &rant work under t.hb figreemeat in accord- ance with generally accepted accountin&; principles and practices consLstentlp applied, and 40 CFR 30.006, 30.805. @ad 35,035-7 it* e!Yect on the date of execution of this ag-ree- ment. The Engltieer shdl atso maint~ln the financial informatioa and data u8ed by the Engineer in the preparation or support of &he cost aubmisslon required pwwt to 40 OlFa 36.937-6(b) In e8ect'an the date of executlon of this agreement and a copy of the cost summary submitted to the Owner. The United States Elnvironmeatal Protecttoit Agency, the Coniptroller General of the Unlted Sthttes. the United States Depertnient or Labor, Owner, and [the Stab water pollu- tion control agency] or any of their duly suthorksed representalves shall hs9e aedes to such books, records, documents and other evfdence for the purpose of inspectton. audlt and copying. The Englneer will provide prop- er facllltiea for such acces8 and lnrpectton.* (b) "he "$nee? agrees to lnclude pax+ graph8 (a) through (0) Of thls cIause tu all hts contracts and all tier subcontracts di- 8. WOJECT Drsrclv rectly related to project performance which .. (a) In the performance of this agreement. the Englnaer ahall. to the extent practlcable. provide for maximum use of structures, ma- chines, produots. materlals, constructton methods, and equlpment which are readily avallable through competltlve procurement, or through &tnndarQ or proven prodrtctioa techniques, metbobs. and processes, consist- ent With 90 CPR 36.9383 and 35.938-13 in effect on the date of execution of thls agree- ment, except to the extent that advane& technology may be utilized pursuant to 40 OFR 35.908 in effect on the date of execution of thls agreement. (b) The Engineer shall not, in the per- fomnance of the Work miled for by thts agreement. produce a design or specificstion such 5s to require the use of struc$urcs, machlnea, products. materials. mnsttuctton methods. equilpnient. or processes which we are ih excess of ~1b.060. (c) Audits conducted pursuant to ttds pro- vision shBH be in accordance with generullp accepted auditing standards and established procedures and guldelines of the rer!ewing or audit ngency(ies). ' (d) Tile Engineer agrees t& the di'dlosure of all Informstion and reports resulting froin access to records pursuant to parngrnpkia (a) and (b) above, to any of the agenc~eh re- ferred to in paragraph (a) nbove. pmvide4 that the Engineer Is afPorded the opport tinlty for an audit exlt conference and an opportu- nity to comment and submlt any supp~1ag docutnentatfon on th6 pertiriplit portioiu of the draft audit report nnd that the final audit report will lnclude written conimente of reasanable length, 1P any, of the Engineer. (e) Recor& under WwagTaphs (a) snd (b) above sb~ll be maintslned and mtade avail- - FEDERAL REGISTER, VOL. 41, NO. 2St--WEDNESDAY, DECEMBER 29, 1976 RULES AND REGULATIONS 8b18 dwUy pSm on EPA grMt work under thls agreement and until three yews irooZ cfUe Ox Bnnl EIPA grant payment for the proJect. In 8dblUon. thw records which re- late to SnY "S3bpUW apptal under m EPA grant sg"ent. or ut4pbtlon. or ths aettle- meat of oWm8 aFislng out of such perform-. BDC~. or op items to wblch an.audIt exception baa been trike& &ai1 be ma+- tained snhmsQe 8Vaibb10 until three yeare * Mter the date of rssolutLon of such appeal. UMgatlon, Cletm w exception. 10. Paas Brrrvcnon ton bazcrrv~ COST OB ' (This chws iu apptkcpbb ff the amarrnt of ria apement ueccedr $IOO.OOO.) (a) Lf the Owner or EPA dstltrlrrlnee that an9 prlce, inoludjng prolkt, negotiated in wnnectian wtth ttnb agreement or any coet PPxcPro DAT& "I 6720-4) In er?ect at the time of Bxecu- tion of.thls agreement. 13. EQUAL E~~PKIYM~ OPwaraNrrY In accordance wlth EPA policy as expreessd in 40 CFR 30,420-6. the Engineer agreae that he will not dlscrlmlnate againat any em- ployee or appllcant for employment because of race. relfgbn, color, sex, age or mtbrrsl ariglaa. 14. UTaJWTION OF 8-L AND hfXNOUTY BUSXNES~ In sccordtlnce wlth EPA patlcy as exprwsed in 40 cFR 36.038-7, the Eagipeer agrees that quallRed Wi business and mtnorlty busi- ness enterprises shall have the mwhnum practIcabWopportunity to partieipata in the performance of EPA grant-assisted contracts +d "ct8. uwaed by any signIfican% suma beaw the Englnertr or snp euboontraoftz furntshed in-. cux~lete or in- wmt w prlein8 date cation of culfwt cost 01 prlclng &'ts (IDPA Fbrm 6700-41). then 8uch prtoe cv cost or pront shall be reduced accordingly and tbe egmxwntabell be maQuled fo wrltlng to re- dect melt zeduction. (b) FaUure to agree on a rsduction shall be subject to the "tQlee claw of thls egresmant. (NOT€?-StnC@ ths op"Bt CS rubJsot to reductkwa undtr this cl@u# b# WaWn Of ds- fec:iue codt a? pricing data aulmfttcd in con- nection mfth ccrtcrfn subwntracts. the En@- neer maw wiah to include a &A9488 tn ccrch auch smbconttoct repulting the suaCOntr& to appmp?Wely fnrlemnffpl the Snpfmar. It C atso expect&$hUt any subconZrlrct~ sub- ject to such f"ntpmth ibfu gerurrolty requise arbatantidly simtlat fndcmnfp.cotfa tor defmius cost or prictng data rsqirired to be ncbnrirted b# hC &W# tiet WubcortWrrC- Sora.) 11. swcom- (a) Any suboontlsctors and outalde BFgg- elates M consultaxlta tequlred by the m- new tn conmetion with fbe MUV~CBS mer& by thlb ag"ank win be LlmJtad to such indl#udrr or firms .I) were speclficallp idenCified ,ma agrsd) to dtUW nngotlstfons. or M am sp6clbarIlg autb6riUd b9 the during the pertormplicb of ala agreement. Any subrtltuUons in or addltiona bo such subztontrsctosa aesoc~tts, or consatante wiii be SU~JJ~C~ to the prlar appmvrd of me owner. (b) The Eoglnaw may not Bubeontract aervtcm !n ex- of thirty percent (or ------ percent. If the Own~ an4 the Engine- contractom or consultants wlthout prlor written approval of the Owner. la. haoa 81m.u~ To the extent that this agreement Inyolves *'construction" (6s dsflned,by the Secretary of Labor). the Englneer agrees that such constructton work shell be subject to the fol- lowing l0bor Standards pwvfslons. to the extent applicfbble: (a) Davls-Bacon Act (40 U.S.C. 2788-2788- (b) antract work ~oum ani sarety W deta not 88 ~Meb la h.b hereby Sgras) Of the Caitract price to Sub- 7) : Standards Act (40 U.8.C. 327-333) ; 874); and (d) Execut$ve Order 11246 (Equal Employ- ment Opportubftg); ann implementing rules, rW~btJons. 8nd rtlcvnnt ordenc of the 8scretarp of Labor or EPA: Bnd tBa Engtn8er further agree3 that (C) WlBAd Antl-Kickback Act (18 ua.c. The Ewlneer wmnb that no pema or mll@g agency hss been employad oz retained to eollcit or secure tbie contract upon an e&reemeat or underatanding for a conmis- slon, percentage, btakanrgs, 03 conttngent fee,exceptlng bo= flde emplayeeaZW breach or VLOlstlon of this warranty the Owner 8ha.U have the right to annul thla agreement wit&- out liability or in' its dtacmtioxi to deduct from the contract prlce OE cansid~t4on, or othenvbe recover. the iuU amount of such commhion. percentape. brokerags. or cm- 18. 0-m (a) 11 it le found, after notice end hearlng. by the Owner that gratuities (in the form of entertainment. gift& or othsm8s) were offered or @vel: by the Engineer, op any agent or reprasentative of the Englneer, to any official. emplcryee or agent of the Owner, OS the State, or of EPA with a vlew toward 88- curing a contract or securing f~vorsble treat- ment wlth respect to the awssding or amend- mp. or tho makfng of en9 determlna.t&?as with respect to the perfonnsncs of thla agree- ment. the Owner may, by written notlce to the Engineer. tenniiiate the rwt of the Englntsr to proceed under this agreement or may pumuo lruch other rfghta and remedlea provided by law or under ahia agreement: Provtded. That the exbtewe of thC facta upon whlch the Owner makm such flndinge ehall be fn issue and may be mviewed in pro- ceedings pursuant to the Remedies clause of this agreement. (b) Xn the went this agreement Is terml- nata BO provided In paragraph (a) hem!. the Ow" shall be entltled (I) to purvue the same remedies against the Engineer 88 it could pursue in the event of 8 breach oi the contract by the EnglnfJer, an6 (2) BB a pa- alty in addttton h, any other damages to which it may be entitled by law, exemplary dama~ea in an amount (a8 deter- mined by the Owher) whlch shall be not les than three nor more than ten tlmeS the costs incurred by the Engineer in proVldinR any such gratultfes to any such omcer or employee. 17. PAntNTS If this.agreement invo~ves research, devd- opmental. expertmental, or damonstratlon work and any disoovery or inventlon arises or ie dewbped fn the course of or under this ma" such inventlon or discovery be eubject-to the reporting and rights PrOVl- dona of Bubpart. 1) or 40 CFR Part 30. In effect OD the date of emcutton of this a@ - mcut. inclcdln~ Appmdlx B d sald e4*L. '$a such case. the tnglaetrr shC? report: '** dlscoverp or invention to EPA directis ot tingbat fee. part SO. The lhgineer hereby rrgrses that the dibpbsitbn of right8 to' inventtom made under this agreement shall be in scmcbnce wlth the terms and tonciltlons of aioremen- tioned Appendlx 8. The Englassr shall In- clude provlslonn approprtate to etWctu8te the puq" of thls condition In Bll subcontrscte latvolvlng researcli, developm~?~W, e-!- mental, or denmmtrattotx war&. 18. Copmrcxrs AND Ruhrm M DA~. (a) The Englneet agrees that my plan& drawlngs, designs, spscUtcatlons. computer prograw (whlch are subotantblly paid for with EPA grant funds). technlccrl reports. operatlng manuals. and other svwk submitted with a step 1 Faciiittes wan or wttb a step a or Step 3' grant appllcatlon or whlch are spcclfled to be delIvem-3 under tbls agree- ment or which are developed or prodii :%I rad paid for under this agreempnt (referrad to in thb clause 88 "Subject nata") are sub- ject to the rights io the Vnlted 8tatm 85 set forth in Subpart TI Of 40 CIPxb E"t 30 8nd In AppMdlx 0 to 40 CFk Psrt 30. ha e¶le&t on the data of execution of this &grfwmnt. lnclud lng the right to wcb duplicate and dlsclcss such Bubject Data, In whole QI In part. it any menner for any purpose wbahoevw, an( have others do m. Per purpawa of thlo art3 cle. "grantee" as used fo saM App3ndlX t shall refer to the Engineer. U tbe me~sll copyrightable, the Engineer may COpYt'Igh such, BB permitted by sal& Apwnklix C. an subject to the right8 in the Qopclnment a set forth in Appendix 0, but tbb Owner an the Federal Qovemment a royalty free, nonexclusfve, and lrrevocnble liceme t reproduce. publish and use sucb materlal In whole or ln part. and to authorim othe to do 80. The Endneer shall Include prov sions spproprlats to eEectuate the purpa of this condition ln a11 subcontrfacte expect4 & produce cbpwlqhtabla Subject Data. (b) All $uch Subtaot Date furntdred bv t 'Ennineer pursuant to this agreement a instruments al his &?rvices tn rmpect o! t pmlect. It is 'understood that the Enpin6 dw not represent such Subject Dibts It0 8utteble ia reuae on any other pmlrct or 1 any other purpcee. Any reme by the Ow Wthout specific written verlficstton qr ads tation by the Engineer will be at Me risk the Owner and without liability to tha En neer. Any such verificatlon or aklaptatl will entitle the Englncer to further compc saMon at fatts to be Sgrsea upon by Owner snd the Engineer.