Orange County Water District (OCWD) - FOR ......Project is a water supply project designed to...

REQUEST FOR PROPOSALS

FOR

CONSTRUCTION MANAGEMENT SERVICES

FOR THE CONSTRUCTION OF

THE GROUNDWATER REPLENISHMENT SYSTEM

FINAL EXPANSION PROJECT

PROPOSALS DUE

September 13, 2018

2:00 P.M.

Request for Proposals for Construction Management Services for the Groundwater Replenishment System Final Expansion Project

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TABLE OF CONTENTS SECTION PAGE 1.0 INTRODUCTION ........................................................................................ 1 2.0 PROJECT BACKGROUND AND DESCRIPTION ...................................... 1

2.1 Advanced Water Treatment Facility (AWPTF) Expansion ............... 2 2.2 Plant No. 2 Conveyance Facilities ................................................... 3 2.3 Secondary Effluent Pipeline Rehabilitation

3.0 GENERAL INFORMATION ........................................................................ 3 4.0 SCOPE OF WORK .................................................................................... 5

Task 1 Provide Consultant Project Management Services .................... 5 1.1 Project Coordination Services ............................................... 5 1.2 Pre-construction Services ..................................................... 8 1.3 Mobilization ........................................................................... 8 1.4 Operation & Maintenance Manuals & Warranty Expiration ... 9

Task 2 Perform Resident Engineer Duties ............................................. 9 2.1 Document Control ................................................................. 9 2.2 Project Correspondence ..................................................... 10 2.3 Construction Progress Reports ........................................... 10 2.4 Construction Progress Meetings ......................................... 10 2.5 Interpret Plans and Specifications ...................................... 10 2.6 Contractor’s Change Orders and Disputes ......................... 11 2.7 Inspection Reports .............................................................. 11 2.8 Payment Requests ............................................................. 11 2.9 Special Testing .................................................................. 11 2.10 Record Drawings ................................................................ 12 2.11 Schedules ........................................................................... 12 2.12 Project Closeout ................................................................. 12 2.13 Project Start-up ................................................................... 13

Task 3 Perform Field Engineer Duties ................................................. 13 3.1 Progress Meetings .............................................................. 13 3.2 Schedules and Staffing ....................................................... 13 3.3 Payment Requests ............................................................. 13 3.4 Record Drawings ................................................................ 13 3.5 RFI Reviews ....................................................................... 13 3.6 RFI Responses ................................................................... 13 3.7 Daily Construction Photos ................................................... 13 3.8 Inspection Reports .............................................................. 13 3.9 Submittals ........................................................................... 14

Task 4 Perform Construction Inspection Duties ................................... 14 4.1 Construction Inspection ...................................................... 14

5.0 SPECIAL CONSIDERATIONS ................................................................. 14 6.0 PROPOSAL REQUIREMENTS ................................................................ 14

6.1 General .......................................................................................... 15


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6.2 Contents ........................................................................................ 15 6.3 Addenda to this RFP ..................................................................... 16 6.4 Task and Hours Estimate .............................................................. 16 6.5 Cost Proposal ................................................................................ 17

7.0 SUBMITTAL REQUIREMENTS ............................................................... 17 8.0 PRE-SUBMITTAL ACTIVITIES ................................................................ 18 8.1 Questions Concerning Requests for Proposals ............................. 18 8.2 Questions Concerning Disadvantaged Firms ................................ 18 8.3 Revision to the Request for Proposals .......................................... 19 9.0 CONSTRUCTION MANAGER SELECTION PROCESS .......................... 19 10.0 EVALUATION CRITERIA ......................................................................... 19

10.1 Approach to the Work .................................................................... 19 10.2 Work Plan and Schedule ............................................................... 19 10.3 Project Experience ........................................................................ 19 10.4 Project Team ................................................................................. 20 10.5 CM Project Manager, Resident Engineers and Inspectors ............ 20 10.6 Disadvantaged Firm Program ........................................................ 20

11.0 SCHEDULE FOR SELECTION AND AWARD ......................................... 20 12.0 SPECIAL CONDITIONS ........................................................................... 20

12.1 Reservations ................................................................................. 20 12.2 Public Records .............................................................................. 20 12.3 Right to Cancel .............................................................................. 21 12.4 Additional Information .................................................................... 21 12.5 Public Information .......................................................................... 21 12.6 Professional Services Agreement .................................................. 21 12.7 Insurance Requirements ............................................................... 21 12.8 EEO and Affirmative Action Requirements .................................... 21

EXHIBITS

A. Draft Overall Project Schedule B. Sample Professional Services Agreement


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1.0 INTRODUCTION

The Orange County Water District (OCWD) is seeking proposals from qualified firms that are interested in providing Construction Management Services for construction of the Groundwater Replenishment System (GWRS) Final Expansion Project. The GWRS Final Expansion (GWRSFE) Project will include upgrading the existing 100 million gallon per day (MGD) Advanced Water Purification Facility (AWPF) by adding 30 MGD of additional capacity; constructing Plant No. 2 Secondary Effluent Conveyance Facilities such as a pump station, two (2) flow equalization tanks with associated piping; and rehabilitating an existing 66-inch concrete pipeline between Plant No. 2 and Plant No. 1 to bring secondary effluent to GWRS.

This Request for Proposals (RFP) describes the project, the required scope of services, project milestones, the consultant selection process, and the minimum information that must be included in the proposal. Failure to submit information in accordance with these requirements and procedures may be cause for disqualification.

2.0 PROJECT BACKGROUND AND DESCRIPTION

The Orange County Water District (OCWD) Board of Directors authorized and initiated the GWRS Final Expansion Project in September 2016. The GWRSFE Project is a water supply project designed to provide an additional 31,000 acre-feet per year (afy) of advanced treated wastewater (recycled water) to the groundwater basin in north and central Orange County.

The GWRS Final Expansion Project is the build-out capacity of the GWRS facility that treats secondary effluent from OCSD to drinking water standards for groundwater replenishment water. The current GWRS facility produces 100 MGD of purified water. The build-out treatment capacity increases the water production to a total of 130 MGD.

To increase the amount of water produced from the GWRS facility, additional secondary effluent from OCSD must be conveyed to GWRS. With an analysis of average raw wastewater inflows to OCSD’s two treatment plants, secondary effluent from both OCSD Plant No. 1 in Fountain Valley and OCWD Plant No. 2 in Huntington Beach is required to meet the 130 MGD GWRS production goal. Therefore, new secondary effluent conveyance facilities are required at OCSD Plant No. 2 to convey the secondary effluent to GWRS. These conveyance facilities include an effluent pump station, a flow equalization tank and a pipeline. In addition to construction of conveyance facilities at OCSD Plant No. 2, OCSD is currently in the design phase of a project to segregate the Santa Ana Regional Interceptor (SARI) trunk flows to OCSD’s headworks at Plant No. 2 so that these SARI flows are not sent to GWRS. Currently SARI flows are not permitted to be recycled through GWRS due to the industrial and treatment facility discharges


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that currently flow in the SARI trunk sewer. This project is referred to as the Plant No. 2 Headworks Modification Project. This RFP does not include construction management work associated with this Headworks Modification Project.

The GWRS facility is located in Fountain Valley, California and the advanced treatment facility (AWTF) consists of microfiltration, reverse osmosis and ultraviolet light treatment processes.

The final design of the GWRSFE Project is scheduled to be complete in February 2019. The GWRSFE Project will be constructed under two separate construction contracts.

Contract 1 will include the following components:

Advanced Water Treatment Facility (AWTF) Expansion

Plant No. 2 Secondary Effluent Pump Station

Plant No. 2 Flow Equalization Tanks

Contract 2 will include the following components:

Plant No. 2 Secondary Effluent Pipeline Rehabilitation

The construction contracts are scheduled to be awarded in Fall 2019 and the construction projects are scheduled to be completed in 2023.

The approximate construction costs and projected construction schedules with start and completion dates are summarized in the Table 1 below.

Table 1 – GWRSFE Project Construction Cost Estimate and Schedule

Contract Est. Construction

Cost

Proposed Construction

Schedule

Contract 1 – AWTF, PS, Flow EQ $165,781,000 Aug 2019 – April 2023 Contract 2 - Pipeline $22,400,000 Aug 2019 – Aug 2022

TOTAL $188,181,000


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2.1 Advanced Water Purification Facility (AWPF) Expansion

The AWPF portion of the contract includes all proposed structures, piping and facilities that are within the boundaries of the OCWD and OCSD treatment site located at Ellis Avenue and Ward Street in Fountain Valley. The work will include the following activities:

Installation of an inlet box and sluice gate at the existing screenings facility for connection of 54-inch Secondary Effluent P2 Pipeline

Construction of twelve (12) new microfiltration cells with associated equipment and piping and retrofit of three (3) existing MF cells with new membranes

Equipping of fifteen (15) cells Construction of new Sodium Hypochlorite (SHC) storage tanks and dosing system in the existing MF area

Installation of one (1) new backwash waste pump in the backwash waste sump in the MF basement

Installation of two (2) new backwash supply pumps in the existing RO Transfer Pump Station

Installation of two (2) new cartridge filters Installation of six (6) new RO units and associated equipment and

piping within the RO west building Installation of fifteen (15) new interstage boosters within the

existing RO trains A-E Installation of one (1) RO flush pump and one (1) Decarbonated

Product Water (DPW) pump within the existing RO building Construction of three (3) new UV trains and associated equipment

and pipeline within the UV process area Installation of one (1) new decarbonation tower and bypass pipeline

in the existing decarbonation area Replacement of existing polymer feeder/blending units for the lime

saturators Installation of one (1) new product water pump in the existing

Product Water Pump Station Installation of one (1) new surge tank within the existing surge tank

area Modification and upgrade to the plant Process Control System

(PCS)

The ultraviolet equipment has been pre-selected and will be provided by Trojan Technologies, Inc. The ultraviolet equipment pre-selection contract will be assigned to the general contractor for the GWRSFE contract.

The existing GWRS facility is controlled by a Process Control System (PCS). The general contractor will subcontract with a pre-approved instrumentation and controls subcontractor for the furnishing and programming of the remaining


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systems and the integration of the pre-selected equipment suppliers’ systems to provide a complete system. The general contractor will also be responsible for the upgrade of the PCS system to the current version of Emerson Delta V software. The Construction Management Team is responsible for coordinating the installation, start-up, and acceptance of the process controls including the control network, controllers, instrumentation, wiring, programming and any other appurtenances necessary to provide a complete working process control system.

2.2 Plant No. 2 Conveyance Facilities

The Plant No. 2 Conveyance Facilities includes all proposed structures, piping, and facilities located within the northern portion of OCSD Plant No. 2 located at 22212 Brookhurst Street in Huntington Beach. The Plant No. 2 Conveyance Facilities are a pump station, flow equalization tanks, diversion structure and associated piping.

The P2 Secondary Effluent Pump Station (P2 SEPS) will have the capacity to pump between 40 and 80 MGD of secondary effluent from Plant No. 2 to the GWRS facility. The pump station will be fed by a 36-inch pipeline from a proposed diversion structure on OCSD’s 84-inch Trickling Filter Effluent pipeline. The layout is estimated to be approximately 47 by 100 feet and the height of the pump station is proposed to be approximately 25 feet tall. The flow equalization pump station is envisioned as a trench style wet well with column type pumps. The pump station will have three duty pumps and one standby pump. The pumps will have 100 horsepower and a discharge flow meter to monitor the flows entering the flow equalization tanks. The pump station will also have an electrical room with two 12 kilovolt transformers which will receive power from the trickling filter electrical system.

Two flow equalization tanks at Plant No. 2 will be prestressed concrete cylinder tanks, above grade, and set on a concrete pad. Flow will enter the tank via an inlet/outlet on the bottom of the tank. This connection will also serve as the tank drain line. The drain from the tanks will flow to the suction side of the pump station. The flow equalization tanks will have a combined total capacity of 6 million gallons. The two tanks will have a side wall height of approximately 32 feet. However, one tank will be slightly smaller in diameter and capacity to fit the triangular footprint of the property.

2.3 Secondary Effluent Pipeline Rehabilitation

The OCSD owns an existing 66‐inch reinforced concrete pipeline (RCP) within the Santa Ana River levee between OCSD Plant No. 2 and Plant No. 1. As part of the agreement between OCSD and OCWD, OCWD will be able to use this 66-inch pipeline as a host pipe for a new pipeline to convey secondary effluent from Plant No. 2 to GWRS. An initial review of available methods of pipe rehabilitation


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that could be feasible to use for this purpose are sliplining with High Density Polyethylene (HDPE) pipe or sliplining with Fiberglass Reinfoced Pipe (FRP).

The section of the 66‐inch pipeline to be rehabilitated will be about 15,750 linear feet (ft) between the point of connection to the P2 Secondary Effluent Pump Station to Plant No. 1. There is a total of ten manholes along the 66‐inch pipeline alignment. Access pits will be required along the entire length of the pipeline to effectively slipline the pipe with either rehabilitation technology (HDPE or FRP).

The Orange County Flood Control District (OCFCD) and the Orange County Sanitation District have easements along this pipeline alignment.

For the GWRSFE project, the bid documents will be prepared to allow for either HDPE or FRP sliplining as a rehabilitation option. These two options will be listed within the bid documents for the General Contractor to provide a bid cost for each. OCWD will then be able to choose the base bid option (HDPE) or the alternative bid option (FRP) depending on the outcome of the bid results.

The design shall be for sliplining with a 63-inch HDPE pipe (nominal diameter of 58-inches) or sliplining with a 60-inch FRP (nominal diameter of 59-inches). This pipeline rehabilitation portion will be bid out separately to ensure that OCWD receives bids from competent specialty pipeline contractors. The pipeline contractor will slipline the existing pipeline and blind flange the rehabilitated pipeline on each end for the general contractor for the AWPF & Plant No. 2 Conveyance Facilities to connect to.

3.0 GENERAL INFORMATION

The OCWD is requesting proposals, which shall include as a minimum the tasks outlined in the RFP. The proposal should be prepared under the assumption that a single construction contract will be awarded in accordance with the schedule included in the RFP and that the tasks outlined in the RFP will be required for the single construction contract.

The OCWD intends to award the Construction Management services for the GWRS as a single Professional Services Agreement. The firm to be awarded construction management services shall be known as the Construction Manager (CM) and shall be retained through the completion of the project. The CM shall assemble a multi-discipline team and provide one lead individual, the CM Project Manager, who shall bear overall responsibility for all CM services, and who shall be available to report directly to the OCWD’s GWRS Program Manager. The CM team must contain personnel with electrical, instrumentation and controls expertise. It is preferable that one CM personnel have experience in distributed control systems using Emerson Delta V control system software, Foundation Fieldbus and DeviceNet technologies.


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Subconsultants under direct contract with the CM may furnish required tasks that cannot be furnished by the CM’s in-house personnel. All such subconsultants shall be identified in the proposal, and the utilization of subconsultants is subject to approval by the OCWD. The CM shall only assign personnel and subconsultants whose qualifications and experience commensurate with the expertise required to accomplish the assigned tasks.

All work shall comply with the requirements of federal, state, and local laws, OCWD requirements, professional engineering and industry standards, and other regulations related to the construction of water/wastewater/recycled treatment facilities.

The GWRSFE Project may receive Federal and State funding. The CM will be required to comply with all applicable Federal and State requirements associated with any grants or loans obtained from these sources.

The CM will be responsible for all CM services outlined in this RFP and will also coordinate with the Design Engineer, Black and Veatch (B&V), who will provide certain services during construction.

The Design Engineer will provide the following services (and estimated hours) to the OCWD during construction:

1. Bidding Services – 800 hrs; 2. Attend Project Meetings – 1200 hrs; 3. Shop Drawings – 3500 hrs; 4. Review of Vendor Tests, Certifications, Reports –350 hrs; 5. Change Order Assistance – 1000 hrs; 6. Respond to Requests for Information – 2100 hrs; 7. On Site Design Staff – 12480 hrs (Two full time, on-site representatives) 8. Record Drawings – 1940 hrs; 9. Factory Inspection – 120 hrs; 10. Project Closeout Meetings – 90 hrs; 11. O&M Manuals General – 1700 hrs; 12. Start-Up Assistance – 1000 hrs;

The CM will also coordinate with the OCWD and OCSD Public Relations staff in consultation on any community relation issues.


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4.0 SCOPE OF WORK

The Scope of Work for the CM includes the following tasks, as a minimum: Task 1 Provide Consultant Project Management Services Task 2 Perform Resident Engineer Duties Task 3 Perform Field Engineer Duties Task 4 Perform Construction Inspection Duties

Task 1 Provide Consultant Project Management Services:

The CM shall designate a Project Manager (PM) who will be responsible for the following general tasks and services. The PM shall ensure appropriate staff is available to adequately provide the services indicated herein.

1.1 Project Coordination Services

1.1.1 The PM shall maintain ongoing interaction and communication with the OCWD’s GWRS Program Manager, the project’s General Contractors and the Design Engineer.

1.1.2 Prepare one Construction Management Plan (CMP), which shall

include at a minimum the following items: 1.1.2.1 Organizational Structure: Provide the project’s

organization, individual assignments, duties and responsibilities, phone numbers, lines of authority, and methods for interfacing with the OCWD, General Contractors and the Design Engineer.

1.1.2.2 Project Control System: Establish document control

systems and procedures for documenting communications and correspondence. Provide examples of all forms that the CM and General Contractor will be required to use to transmit and formalize all Requests for Information (RFI), clarifications, submittals, inspector’s daily reports, progress payments, and other official project documents.

1.1.2.3 Meeting and Occurrence Procedures: Establish

schedules, notices, agendas, meetings, reporting procedures, documentation requirements, and acceptance processes in a timely manner.

1.1.2.4 Quality Control and Quality Assurance: Establish

procedures, laboratory testing, coordination checks and


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construction inspections activities. Provide separate sections for each facility.

1.1.2.5 Contract Compliance Procedures: Describe procedures

for expediting and processing submittal reviews, clarifications, change orders and contract close out activities.

1.1.2.6 Distribute a draft of the Construction Management Plan

(CMP) to the OCWD within 60 days from the issuance of the Professional Services Agreement for review and approval by the OCWD.

1.1.2.7 CM shall incorporate the OCWD’s comments and revise

the CMP within 10 days from receipt of comments. 1.1.3 Prepare a monthly narrative written report to the OCWD on the

progress of work and significant changes in scope of work, cost or schedule.

1.1.4 Review, analyze and comment on the general contractor’s initial

CPM schedule along with all the monthly updates submitted by the general contractor. The CM should closely monitor the general contractor’s activities and make sure that the field activities and the duration of those activities match the information presented in the CPM schedule. Any deviations should be incorporated into the general contractor’s subsequent monthly update.

1.1.5 Establish a cost control system for monitoring and updating the

status of the project costs and budget throughout the project. The cost control system shall be computerized and shall integrate cost and schedule. Report on a regular basis the status of the project cost and budget. The CM shall coordinate with the OCWD on any variances of the actual cost and budget.

1.1.6 Establish a web-based project document control system The

document control system shall include, at a minimum, the following type of information:

1.1.6.1 Project Calendar (Interactive) 1.1.6.2 Document Management:

1. Correspondence format that allows the quick generation, recording, and printing of letters to any contact at any company in the database.

2. Daily Reports that allow project members to enter information directly from the remote site. Daily


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reports track construction activities, equipment, field labor, material deliveries, site visitors, safety issues and weather.

3. RFI’s can be entered into the system by users and tracked through an approval/response process.

4. Transmittal forms shall be customized for the project in a manner acceptable to the OCWD.

5. Project meeting notes shall be stored in the system and have the ability to be sent electronically to project members.

6. Submittals shall have the ability to be transmitted electronically between project members and tracked in a log.

7. Drawings shall be stored or uploaded so the most current versions are accessible. Drawings shall be able to be attached for distribution and viewing as well as non-destructive markup using a browser.

8. Photos and scanned images from a variety of sources can be displayed on the photo pages or in the reports.

9. Punch lists shall be created to allow tracking, sorting, and displaying all punch list items in each project.

1.1.6.3 The entire database shall have the ability to be searched

for any name, date, word or phrase contained in any of its documents. Searches can be simple or may be based on logical expressions that isolate particular combinations of data.

1.1.6.4 The system shall have an audit trail to enable tracking of

each document as to originator, date and time.

1.1.7 The CM shall prepare scopes of work for all materials and soils testing laboratory work, specialty factory inspection, and survey services. The OCWD will hire directly any material and soil testing laboratory, specialty factory and specialty field inspection (i.e., welding, poling, roofing, structural steel) and survey services. The CM will assist in coordinating their schedules and the transmittal of their reports, findings or other information to the various project stakeholders.

1.1.9 Establish and maintain information systems compatible with the OCWD’s standard system requirements. The OCWD’s current standards are Windows XP and MSOffice 2016 Word for documents, Excel for spreadsheets, PowerPoint for presentation materials and Outlook for messaging. Primavera Project Planner (P3 or newer version) can be used for project control cost and scheduling.


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1.1.10 Provide monthly invoices, in a form acceptable to the OCWD that

identifies each individual’s actual hours on the project. Provide supporting invoices for direct and subcontracted costs. All invoiced costs shall indicate the associated project name and OCWD project number.

1.1.11 Provide all project correspondence (Submittals, RFI’s, Meeting

Notes, Schedules etc.) as searchable pdf files or raw Word docs on DVD’s at the end of the contract.

1.2 Pre-construction Services

1.2.1 Provide a constructability review of Design Submittal 3 (DS3) for an objective third party review of the Bid Documents for effectiveness in communicating information to prospective bidders. The review shall determine if the bid documents have sufficient information needed to bid and construct the project, and avoid misunderstandings and misinterpretations that may lead to conflict, confusion or claims during construction. This review is not a comprehensive plan check, a dimensional check or a value engineering assignment.

As part of this constructability review, the CM shall evaluate the bid documents with regards to construction safety, construction complexity for the scope of work, quality of the equipment specified, and construction schedule risk. The CM shall plan for a 4-hour workshop to present the findings from the constructability review. In addition, the CM shall provide a report listing the constructability review comments that will be presented in the workshop. All comments and recommendations from the workshop shall be summarized in final meeting minutes for OCWD.

1.2.2 Attend prebid meetings and assist the OCWD in receiving and

evaluating bids on the construction project and recommending award.

1.2.3 Schedule and notify appropriate parties, and conduct the

Preconstruction Conferences with the project contractor. The meeting shall cover the overall project objectives, responsibilities of key personnel and agencies, schedules, schedule of values (bid breakdown), procedures for handling submittals, correspondence, local agency permit requirements, requests for clarification, progress payments, change orders and other pertinent topics. Provide opportunities to have the Contractor’s questions answered. The meeting shall emphasize the project’s philosophy of teamwork and cooperation as goals to achieve a safely constructed project,


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built on schedule and in accordance with all quality requirements. The CM will be responsible for preparing meeting minutes.

1.3 Mobilization

1.3.1 The OCWD through the General Contractor shall provide the CM fully furnished and equipped field offices located on the project site for the duration of the project. The offices are to include the furniture, telephones and copy machines. The field offices shall contain fully furnished office space for the GWRS Program Manager, the design engineer, and CM personnel. The General Contractor shall maintain all furnished office space and equipment in good working condition for the duration of the project. The field offices shall be removed at the end of the project by the General Contractor.

1.3.2 Furnish any office supplies, computers, tools, inspection gear,

cameras, film, paper and any other items as required to provide suitable facilities for CM staff.

1.3.3 Provide the CM’s employees with all required safety equipment to

conform with its safety programs while on the construction jobsite. 1.3.4 Promptly remove all CM-furnished materials and furniture at the

end of the contract. The CM is expected to provide local office facilities to perform administrative preconstruction and project closeout duties, before and after the field office is provided.

1.4 Operation and Maintenance Manuals and Warranty Expiration

1.4.1 Coordinate the assimilation of operation and maintenance manuals as provided by the Design Engineer and the Contractor. Verify that the number and content of the manuals are complete and accurately reflects the work installed. Organize three copies of the material into presentation binders and one electronic copy on DVD in a form acceptable to the Operations and Maintenance Department. Each operation and maintenance manual shall include, but not be limited to:

1.4.1.1 Catalog cuts on equipment, factory test reports,

recommended list of spare parts, maintenance schedules, list of suppliers and phone numbers, electrical wiring diagrams and programming ladder logic printouts.

1.4.1.2 A list of special equipment requirements and precautions.


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1.4.2 Prepare a Warranty Expiration spreadsheet for the project. This spreadsheet should contain major equipment items and be broken down into specific process areas and include a Product Name, Manufacturer, Serial Number, Warranty Period and Warranty Expiration Date for each piece of equipment. Provide the spreadsheet data in DVD format.

Task 2 Perform Resident Engineer Duties:

Consultant shall provide Resident Engineers that will be responsible for the tasks and services indicated herein.

2.1 Document Control. Document all relevant project communications and promptly distribute to the OCWD and applicable parties. Maintain accurate records and documentation, and implement a document control system. All original project documents and final project reports shall be furnished to the OCWD 60 calendar days following filing of the Notice of Completion. These documents and reports shall also be furnished on DVD disks.

2.2 Project Correspondence. Maintain field memoranda, transmittals, updated

schedules, logs of shop drawings and other submittals, logs of requests for information, change orders, progress payment requests, progress meeting reports, daily inspection reports and all other project correspondence.

2.3 Construction Progress Reports. A monthly progress report (five copies)

shall be prepared and submitted to the OCWD and shall include the following elements:

2.3.1 A summary of the prior month’s main accomplishments and current

construction activities. 2.3.2 Overall contractor’s conformance to contract schedule and quality

requirements. 2.3.3 Identification of key problems, action items and issues along with

recommendation for solutions. 2.3.4 Summary of progress payments, change orders disputes,

submittals, RFI’s and notices of noncompliance. 2.3.5 Photographs of representative project activities.

2.4 Construction Progress Meetings. Schedule and lead weekly construction

progress meetings with the Contractor, Design Engineer and the OCWD. Provide meeting agendas and discuss the schedule, near-term activities, submittals, RFI’s, change orders and any problems that need resolution.


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Prepare meeting notes with identified action items. Prepare and distribute the meeting notes to the attendees within two working days and include the notes in the monthly progress reports.

2.5 Interpret Plans and Specifications

2.5.1 Inspect construction activities to ensure that the work is in

accordance with the contract documents. 2.5.2 Receive and create a log for all Contractor RFI’s and submittals.

The Resident Engineer shall make every effort to review and respond to RFI’s and submittals prior to involving the Design Engineer. If the CM is unable to review the information, they shall immediately transmit it to the Design Engineer. The CM shall then monitor the Design Engineer review time to assure it does not exceed the contractual time limits and then after receiving a response from the Design Engineer immediately transmit the information to the Contractor.

2.5.3 Lead resolution of day-to-day construction issues raised.

Coordinate with inspectors, Design Engineer, Contractor and OCWD as required to reach resolution.

2.5.4 Obtain and maintain key specification referenced standards

including: local and regional specifications, codes, standards, publications, regulations, applicable permitting criteria form local, state, and federal agencies, standard drawings and specifications of the local agencies, and related documents as referenced in the contract documents and as required to perform the work. Make such documents available for review by the contractors, OCWD and other interested parties.

2.6 Contractor’s Change Orders and Disputes

2.6.1 Identify, prepare, log and monitor all contract potential change orders, extra work, change orders and disputes.

2.6.2 Resolve scope of extra work and changes to the contract with the

Contractor and obtain OCWD approval. 2.6.3 Prepare written justification, schedule impact and cost estimates for

each change order and negotiate costs with the Contractor. Justification shall include: a statement of the extra work or change; detailed description of the extra work or change; background leading to the issue; resolution alternatives and resolution recommendation for action by the OCWD. Submit change orders


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to the OCWD for approval within seven days of the finalization of negotiations.

2.6.4 Assist and support the OCWD in analyzing, responding to,

negotiating, and resolving any disputes. The CM shall report all verbal and written disputes immediately to the OCWD’s GWRS Program Manager and coordinate all disputes with her as well.

2.7 Inspection Reports. Review daily inspection reports for completeness in

documenting the Contractor’s work and for potential change order items or deviations from the contract documents.

2.8 Payment Requests. Review contractor’s monthly payment request with

the project inspector. 2.9 Special Testing. Coordinate and schedule special testing and inspections

(provided by the OCWD) such as: materials, soils, welding, factory witness, paint, auger pressure grouted foundation pile, and surveying. In addition, assist the OCWD in developing and issuing a Request for Proposal document to obtain these services.

2.10 Record Drawings. Coordinate tracking of record drawings. Review the

contractor’s record drawings with inspectors on a weekly basis. Ensure OCWD record drawings identify RFI’s, shop drawing revisions, change order modifications, etc. and are updated weekly. Submit record drawings to Design Engineer at 25, 50, 75 and 100 percent completion. Provide electronic files on DVD upon contract completion.

2.11 Schedules. Review contractor’s baseline and monthly CPM schedules. 2.12 Project Closeout.

2.12.1 Prepare detailed project punch lists at substantial completion of the project. Coordinate the correction of deficiencies and schedule, coordinate and conduct a final walk-through prior to the acceptance of work with the Design Engineer, OCWD’s Operations and Maintenance Department and other staff as directed by the OCWD’s GWRS Program Manager.

2.12.2 Check and submit final payment requests the Contractors

following filing of Notice of Completion.

2.12.3 Review and certify that the contractor’s project record drawings are complete and accurate.


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2.12.4 Compile and submit operation and maintenance manuals, instruction manuals, parts lists, spare parts, and warranties for equipment procured as required by the contract documents.

2.12.5 Coordinate operator training for use of any specialty equipment.

2.12.6 Prepare a final executive summary report which provides a

complete overview of the contract, Contractor’s performance, accomplishments, a comparison of preliminary and final project costs, cash flows, schedules, and recommendations for alleviating design, construction management, and construction problems experienced on the project, 60 calendar days following the filing of the Notice of Completion.

2.12.7 Furnish all original project documents and final project reports to

the OCWD within 60 calendar days following filing of the Notice of Completion. Provide OCWD support for processing final paperwork following Notice of Completion. Project documents shall be delivered to the OCWD in form and fashion acceptable to the OCWD. Deliver the original project documents to the OCWD GWRS Program Manager in storage boxes with all documents labeled in accordance with the project filing system and in standard file folders. Files are to be placed in boxes by sequential file number. Prepare a sheet for each box listing the contents. Deliver the electronic files and documents created during the project on DVD (two copies) labeled with the project name.

2.13 Project Start-up. Provide the level of effort to inspect and monitor the

Contractor’s work for all individual systems commissioning and start-up as well as overall plant start-up.

Task 3 Perform Field Engineer Duties:

Consultant shall provide field engineers who will be responsible for the following tasks and services:

3.1 Progress Meetings: Participate in weekly construction progress meetings. 3.2 Schedules and Staffing: Review Contractor’s two week “look ahead”

schedules and coordinate inspection staffing needs with the Resident Engineer (RE).

3.3 Payment Requests: Review Contractor’s payment request with RE for

accuracy.


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3.4 Record Drawings: Review Contractor’s record drawings prior to monthly progress payment. Prepare written response giving general indication of missing items to be completed by the Contractor.

3.5 RFI Reviews: Discuss responses to RFI and submittals with the Design

Engineer as required. 3.6 RFI Responses: Coordinate RFI and submittal responses with

appropriate inspection staff. 3.7 Daily Construction Photos: Electronically photo-document ongoing

construction daily. Prepare written description for each digital photo and provide documentation. Save all daily photos electronically in a photographic database with all photos identified by a detailed and descriptive file name. This database shall be turned over to the OCWD at the completion of the construction contracts.

3.8 Inspection Reports: Review and approve inspector’s daily reports for

format and content prior to submitting to the document management system.

3.9 Submittals: Review all non-technical and technical submittals if directed

by the OCWD. The level of effort for the review of submittals will be determined prior to each task assignment.

Task 4 Perform Construction Inspection Duties: 4.1 Construction Inspection. Provide full time inspection by qualified

inspectors to ensure that the Contractor’s work is in compliance with the contract documents. Inspectors shall be knowledgeable in the area assigned. For example: inspectors with appropriate expertise shall staff pipe, electrical, instrumentation, controls and treatment plant inspection. Any special ICBO inspectors will be provided by the OCWD. The OCWD will also provide inspection for auger pressure grouted foundation pile installation as needed. Prepare daily reports of the construction activities including weather conditions, Contractor’s equipment and labor, work performed, materials used, site visitors, note delays in work and reasons for the delays, and deficiencies. Prepare daily reports of deviations and non-conformance to specifications and provide a timely response. Perform technical inspection at the jobsite or off-site of materials and workmanship in accordance with the Contract Documents. The inspectors shall not authorize extra work or approve of work that deviates from the contract documents.


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5.0 SPECIAL CONSIDERATIONS

The OCWD will furnish copies of the project drawings, specifications, reports, permits, agreements, and related materials needed to manage the construction contracts. The use of the provided materials is restricted to this project only.

The CM shall utilize the estimated GWRS Final Expansion project schedule in Exhibit A in preparing their proposal.

6.0 PROPOSAL REQUIREMENTS

Section 4.0 contains a proposed detailed Scope of Work. At the consultant’s option, the written proposal may include a detailed breakdown and explanation of proposed project tasks that differ from tasks outlined in the Scope of Work contained in this RFP. The written proposals are to include at a minimum, a detailed Scope of Work, a detailed discussion of the consultant’s approach to the project, a breakdown and explanation of project tasks, a proposed project schedule, and estimation of hours for individual tasks and subtasks by prime and subconsultants, and documentation of the prime and subconsultants qualifications for the scope of work. The proposal shall be limited to thirty one-sided pages with type no smaller than 10 point. The thirty-page limit excludes cover letter, tabs, dividers, table of contents, executive summary and resumes.

6.1 General

6.1.1 The Proposal should be concise, well organized and demonstrate the responder’s qualifications and experience applicable to the project.

6.1.2 Responders will be evaluated based on the information submitted in

accordance with Section 10.0. 6.2 Contents

6.2.1 Executive Summary: Include a one to two page overview of the entire Proposal describing the highlights of the proposal.

6.2.2 Identification of Responder

6.2.2.1 Legal name and address of company. 6.2.2.2 Legal form of company (partnership, corporation, joint

venture, etc.). If joint venture, identify the members of the joint venture and provide all information required under this section for each member.


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6.2.2.3 If the company is a wholly owned subsidiary of a “parent company,” identify the “parent company”.

6.2.2.4 Address of local office. 6.2.2.5 Name, title, address, and telephone number of person to

contact concerning the Proposal.

6.2.3 Experience

Describe Proposer’s experience in completing similar construction management efforts. List at least three successfully completed projects of similar nature, size and dollar value during the past 10 years. This includes the names of the company and the Project Manager, phone numbers, type of work performed and value of consulting contract. Consulting projects currently being performed may be submitted for consideration.

6.2.4 Proposed Method to Accomplish the Work

Provide a detailed scope of work. The scope of work may be based on information contained in this RFP, but can be supplemented or modified by the CM as deemed appropriate. The scope of work may also be used as a basis for later contract negotiations.

6.2.5 Project Organization and Key Personnel

6.2.5.1 Describe the specific qualifications and capabilities of the designated CM Project Manager, Resident Engineers, Field Engineers and Inspectors to be assigned to the project. The CM Project Manager shall have a minimum of 20 years of construction management experience on similar type projects. It is preferred that the CM Project Manager and all Resident Engineers on the CM team have a professional engineer’s registration in the state of California or CCM certification. The proposal should identify all individuals who will actually perform and oversee work on the project. Provide resumes of each member of the project team. Indicate the roles and responsibilities of prime consultant and all subconsultants. An organizational chart is recommended. The CM Project Manager and Resident Engineers assigned to the project shall not be reassigned without prior approval from the OCWD. The Consultant shall request approval of the OCWD in advance of new personnel being assigned to the projects. The OCWD


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reserves the right to reject or remove personnel performing services in this contract.

6.2.5.2 Provide detailed discussion of the experience of

Proposer’s Project Manager, Resident Engineers and other key staff members on projects of similar size, capacity, and dollar value. For each similar project, include Client’s name, contact person, and phone numbers.

6.2.5.3 Describe Proposer’s overall plan to make contracting

opportunities available to all interested disadvantaged firms. This includes a strategy to identify the available subcontracting resources and a willingness to make subcontracting opportunities available to such firms.

6.3 Addenda to this RFP: Proposer shall confirm in its Proposal the receipt of

any and all addenda issued to this RFP. Proposer is not required to include copies of the actual addenda in its Proposal.

6.4 Task and Hours Estimate: As part of the proposal, provide an estimate of

hours for the prime and all subconsultants by individual tasks. Provide a summary of all hours. The estimate shall include the identity and personnel classification for the anticipated level of effort to complete the work.

6.5 Cost Proposal: An estimate of hours with cost in matrix form by task

is to be provided as a separate sealed document.

6.5.1 Provide a separate, sealed cost proposal that includes a summary of all hours and costs for the project. Provide a categorical breakdown of the multiplier for overhead and profit. Provide the basis of the estimate for direct costs. Use the multiplier to calculate a recommended budget for each task and a not-to-exceed upper limit for the project total. Payment for services will be based on: (1) actual base hourly labor rates with a specified multiplier for overhead and profit, and (2) direct costs.

6.5.2 Provide an estimated cost analysis for each of the following items:

6.5.2.1 Total fee for each task listed in the scope of work;

6.5.2.2 Labor (personnel classifications, estimated hours and

hourly rates); 6.5.2.3 Direct costs;


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6.5.2.4 Subcontracts; and 6.5.2.5 Percentage of the contract fee to be utilized by

Disadvantaged Firms.

6.5.3 Monthly invoices shall identify each person’s actual hours on the project and supporting invoices and documentation for direct and subcontracted costs. The CM shall meet with the OCWD, at the onset of the project, to develop the format for invoicing and other financial reporting that may be required by the funding agencies.

7.0 SUBMITTAL REQUIREMENTS

7.1 One executed original clearly marked on the cover and six additional copies of the Proposal shall be submitted.

7.2 The Proposal shall be signed by an individual or individuals authorized to

execute legal documents on behalf of the Proposer. 7.3 The Proposal must be received no later than 2:00 p.m. local time, on

September 13, 2018, at the office of: Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Attn: Sandy Scott-Roberts 7.4 The Cost Proposal for the project is to be submitted in a sealed package

on the same date and to the same office as the Proposal with the following information clearly marked on the outside of the Cost Proposal package:

7.4.1 Name of Responder.

7.4.2 Project Title.

7.4.3 The words ‘Estimate of Hours and Cost’ and “CONFIDENTIAL”

marked in red. 7.5 Failure to comply with the requirements of this RFP may result in

disqualification. 7.6 Proposals and/or modifications thereto received subsequent to the hour

and date specified above will not be considered.


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8.0 PRE-SUBMITTAL ACTIVITIES

8.1 Questions Concerning Request for Proposals All questions regarding the RFP should be presented in writing to: Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Phone: (714) 378-8209 Fax: (714) 378-3370 Attn: Sandy Scott-Roberts 8.2 Questions Concerning Disadvantaged Firms Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Phone: (714) 378-8209 Fax: (714) 378-3370 Attn: Sandy Scott-Roberts 8.3 Revision to the Request for Proposals The OCWD reserves the right to revise the RFP prior to the date the Proposals are due. Revisions to the RFP shall be mailed to all potential Proposers. The OCWD reserves the right to extend the date by which the Proposals are due.

9.0 CONSTRUCTION MANAGER SELECTION PROCESS

9.1 A Consultant Selection Panel (Panel) will be established for this project and will include staff from the OCWD and may include representatives of the OCWD’s member agencies. The Panel will evaluate the Proposals based on the information submitted.

9.2 The Panel may require interviews as a part of the evaluation process.

Based on the Proposal and interview, the Panel will rank the finalists as to qualifications. The Panel will then open the fee proposal. The panel, or OCWD staff, reserve the right to negotiate any with any one or more of the finalists regarding that finalist’s proposal, including but not limited to the scope of work, projected hours, and cost. District staff will present the Panel’s final recommendation to the OCWD Board of Directors for award of the CM agreement.


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10.0 EVALUATION CRITERIA

Evaluation of the proposals will be based upon the following criteria: 10.1 Approach to the Work

Understanding of the key issues associated with the successful implementation of the GWRS Final Expansion project.

Responsiveness to issues identified in the RFP; Level of details discussed; and Other issues not addressed in the RFP but deemed essential to the

effective construction of the projects.

10.2 Work Plan and Schedule

Tasks are clearly defined; Activities well coordinated; Demonstrated timing to meet schedule; Involvement/commitment of key personnel; and Flexibility to accommodate additional personnel required and ability to

vary staff provided according to multiple construction scheduling contracts.

10.3 Project Experience

Past performance on similar construction projects; Currently engaged in similar construction projects; and Proven specialization of firm on similar construction projects.

10.4 Project Team

Specialized qualifications of project team; Current depth of technical expertise in team; and Provisions for technical and quality control

10.5 CM Project Manager, Resident Engineers and Inspectors

Past performance on similar construction projects; Depth of technical expertise; and Recent project experience managing public works construction

projects of similar cost and complexity

10.6 Disadvantaged Firm Program

The GWRS may be funded by Federal and State funds. The CM will be required to comply with all applicable Federal and State requirements associated with


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these grants. During the evaluation of the proposals, each firm’s proposed commitment to the equal opportunity objectives will be reviewed.

11.0 SCHEDULE FOR SELECTION AND AWARD

The OCWD anticipates that the process for nominating and selecting a consultant and awarding the contract would be according to the following tentative schedule:

Advertise and Issue RFP July 30, 2018 Proposal Due Date September 13, 2018 Selection and Notification October 10, 2018 OCWD Board Approval November 7, 2018 OCWD Issuance of Contract November 19, 2018 Notice to Proceed November 26, 2018

12.0 SPECIAL CONDITIONS

12.1 Reservations This RFP does not commit the OCWD to award a contract, to defray any costs incurred in the preparation of a Proposal pursuant to this RFP or to procure or contract for work. 12.2 Public Records All Proposals submitted in response to this RFP become the property of the OCWD and are public records and as such may be subject to public review. 12.3 Right to Cancel The OCWD reserves the right to cancel, for any or no reason, in part or in its entirety, this RFP including but not limited to: selection schedule, submittal date, and submittal requirements. If the OCWD cancels or revises the RFP, the OCWD will notify all the Proposers in writing. 12.4 Additional Information The OCWD reserves the right to request additional information and/or clarifications from any or all Proposers. 12.5 Public Information Release of Public Information selection announcements, contract awards, and all data provided by the OCWD shall be protected from public disclosure. Consultants desiring to release information to the public must receive prior written approval from the OCWD.


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12.6 Professional Services Agreement The selected consultant will be required to sign the attached Professional Services Agreement (Exhibit B) and to provide the Insurance Certificates and all other required documentation within 15 calendar days of notice of award. 12.7 Insurance Requirements The OCWD requires contractors, consultants and vendors doing business with it to obtain Errors and Omissions insurance as shown in the Professional Services Agreement. The required insurance certificates must comply with all requirements of the standards as shown in the Agreement and must be provided (original copy) within 15 calendar days of notice of award and prior to the commencement of any work on the project. 12.8 Equal Employment Opportunity and Affirmative Action Requirements The Consultant shall provide a Statement of Equal Employment Opportunity/Affirmative Action. The CM and each subconsultant shall not discriminate in the employment of persons on the work because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sexual preference or sex of such persons except as permitted by Section 12940 of the California government Code. The CM is expected to maintain policies similar to those of the OCWD regarding equal employment opportunities and affirmative action as set forth in the OCWD’s Administrative Policies.

EXHIBIT A

DRAFT OVERALL PROJECT SCHEDULE

ID Task Name Duration Start Finish

1 GROUNDWATER REPLENISHMENT SYSTEM FINAL EXPANSION 181.6 wks Mon 2/18/19 Wed 8/10/222 Final Design Complete 0 wks Mon 2/18/19 Mon 2/18/193 Bid Period 21 wks Wed 4/10/19 Wed 9/4/194 Advertise for Bidding 0 wks Wed 4/10/19 Wed 4/10/195 Bidding Period 10 wks Thu 4/11/19 Wed 6/19/196 Respond to Questions or Clarify Various Aspects of the Design-Addenda 10 wks Thu 4/11/19 Wed 6/19/197 Pre-Bid Meeting and Site Walk-Through 0 d Wed 5/1/19 Wed 5/1/198 Bid Opening 0 d Wed 6/19/19 Wed 6/19/199 Evaluation of Bids 4 wks Thu 6/20/19 Wed 7/17/19

10 Written Notice of Award Sent to Contractor 4 wks Thu 7/18/19 Wed 8/14/1911 Contractor Bonds & Insurance 3 wks Thu 8/15/19 Wed 9/4/1912 NTP Issued 0 d Wed 9/4/19 Wed 9/4/1913 Total Construction Activities Through Substantial (Operational) Completion 140 wks Thu 9/5/19 Wed 5/11/2214 Mobilization & Submittals 20 wks Thu 9/5/19 Wed 1/22/2015 Contractor Obtains all Required Construction Permits 4 wks Thu 9/5/19 Wed 10/2/1916 Contact Underground Service Alert/Potholing 2 wks Thu 9/26/19 Wed 10/9/1917 Contractor Mobilization 4 wks Thu 10/3/19 Wed 10/30/1918 Yard Pipe Submittals - Materials, Fabrication Details, Layout Drawings 6 wks Thu 10/3/19 Wed 11/13/1919 Process Equipment Submittals 15 wks Thu 10/3/19 Wed 1/15/2020 All Other Submittals (Concrete, Earthwork, Misc Valves) 16 wks Thu 10/3/19 Wed 1/22/2021 Start of Construction 0 wks Thu 1/9/20 Thu 1/9/2022 Site Layout (Area 100, 144) 34 wks Thu 11/14/19 Wed 7/8/2023 Site Layout 34 wks Thu 11/14/19 Wed 7/8/2024 Clear/Grub/Pavement Removal 4 wks Thu 1/9/20 Wed 2/5/2025 Pile Indicator Program 3 wks Thu 1/9/20 Wed 1/29/2026 Manufacture and Production of Pile Reinforcement (approximately 926 piles, avg.

8 piles/day, Area 144 & 200)23 wks Thu 1/30/20 Wed 7/8/20

27 Order & Receive Steel for Pipe Fabrication for All Facilities 6 wks Thu 11/14/19 Wed 12/25/1928 Begin Pipe Fabrication 0 d Wed 12/25/19 Wed 12/25/1929 Manufacture/Stockpile Pipe 4 wks Thu 12/26/19 Wed 1/22/2030 Pipe Laying Equipment and Layout 4 wks Thu 1/23/20 Wed 2/19/2031 Procure Corrosion Protection System 1 wk Thu 1/23/20 Wed 1/29/2032 Corrosion Protection System Delivery 2 wks Thu 1/30/20 Wed 2/12/2033 Corrosion Protection System Installation 2 wks Thu 2/13/20 Wed 2/26/2034 Screening Facility (Area 140) 15 wks Wed 1/15/20 Wed 4/29/2035 Screening Facility Civil/Structural Construction 9 wks Thu 2/6/20 Wed 4/8/2036 Pavement Removal/Shoring/Excavation 2 wks Thu 2/6/20 Wed 2/19/2037 Form/Place Concrete Box 3 wks Thu 2/20/20 Wed 3/11/2038 Curing of Last Concrete Pour 4 wks Thu 3/12/20 Wed 4/8/2039 Screening Facility Equipment Procurement 12 wks Wed 1/15/20 Wed 4/8/2040 Release for Manufacture (After Submittals Are Approved) 0 wks Wed 1/15/20 Wed 1/15/2041 Time for Gate Manufacture 8 wks Thu 1/16/20 Wed 3/11/2042 Packaging/Shipping 4 wks Thu 3/12/20 Wed 4/8/2043 Major Equipment Delivered to Site 0 wks Wed 4/8/20 Wed 4/8/2044 Screening Facility Equipment Installation 3 wks Thu 4/9/20 Wed 4/29/2045 Install Piping and Gate 2 wks Thu 4/9/20 Wed 4/22/20

2/18

4/10

5/16/19

9/4

1/9

12/25

1/15

4/8

Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q42019 2020 2021 2022

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Orange County Water District (OCWD) Groundwater Replenishment System Final ExpansionPreliminary Construction Schedule

Revision Date: April 9, 2018

B&V Project Number: 196566 Page 1


46 Tie-In to Screenings Facility 1 wk Thu 4/23/20 Wed 4/29/2047 Secondary Effluent Flow Equalization Construction, Plant 2 (Area 144) 79 wks Thu 1/9/20 Wed 7/14/2148 SEFE Civil/Structural Construction 79 wks Thu 1/9/20 Wed 7/14/2149 Shoring/Excavation 8 wks Thu 1/9/20 Wed 3/4/2050 Set-Up Pile Template 2 wks Thu 3/5/20 Wed 3/18/2051 Auger/ Cast-in-Place Piles (Approximately 800 piles @ 12 piles/d) 14 wks Thu 7/9/20 Wed 10/14/2052 Prepare Pile Cap Subgrade 2 wks Thu 10/15/20 Wed 10/28/2053 Form/Place Concrete Foundation Pile Cap Slab 2 wks Thu 10/29/20 Wed 11/11/2054 Form/Place Concrete Foundation Slab and Subgrade Walls 10 wks Thu 11/12/20 Wed 1/20/2155 Curing of last concrete pour 4 wks Thu 1/21/21 Wed 2/17/2156 Construct CMU Building 15 wks Thu 2/18/21 Wed 6/2/2157 Erect Concrete Tanks 16 wks Thu 2/18/21 Wed 6/9/2158 Construct Weir Structure 6 wks Thu 2/18/21 Wed 3/31/2159 Construct Diversion Box 6 wks Thu 2/18/21 Wed 3/31/2160 Install Fill/Feed Piping (Approximately 900 ft @ 40 ft/day) 5 wks Thu 1/14/21 Wed 2/17/2161 Hydrostatic Leakage Test Tanks 3 wks Thu 6/10/21 Wed 6/30/2162 Hydrostatic Leakage Test Piping 3 wks Thu 2/18/21 Wed 3/10/2163 Backfill/Finish Grade 2 wks Thu 7/1/21 Wed 7/14/2164 SEFE Equipment Procurement - Major Equipment 23 wks Wed 8/5/20 Wed 1/13/2165 Release for Manufacture (After Submittals Are Approved) 0 d Wed 8/5/20 Wed 8/5/2066 Time for Equipment Manufacture (Pumps, piping, etc.) 17 wks Thu 8/6/20 Wed 12/2/2067 Witnessed Shop Testing 2 wks Thu 12/3/20 Wed 12/16/2068 Factory Inspection of Pumps 2 wks Thu 12/3/20 Wed 12/16/2069 Packaging / Shipping Equipment 4 wks Thu 12/17/20 Wed 1/13/2170 Major Equipment Delivered to Site or Factory (Stored Until Installed) 0 d Wed 1/13/21 Wed 1/13/2171 SEFE Equipment Installation 21 wks Thu 2/18/21 Wed 7/14/2172 Install Pumps 6 wks Thu 2/18/21 Wed 3/31/2173 Install Process and Bleach Piping 2 wks Thu 3/11/21 Wed 3/24/2174 Hydrostatic Testing and Disinfection of Piping 2 wks Thu 3/25/21 Wed 4/7/2175 Install Valves, Flowmeters, and Pumps 4 wks Thu 2/18/21 Wed 3/17/2176 Install Tank Mixers (TBD) 1 wk Thu 6/10/21 Wed 6/16/2177 Install Conduit & Wiring 3 wks Thu 4/1/21 Wed 4/21/2178 Install Instrumentation & Communication Systems 3 wks Thu 4/22/21 Wed 5/12/2179 DeltaV Integration (Programming, Build Screens, etc.) 4 wks Thu 5/13/21 Wed 6/9/2180 Tie-In to Screening 2 wks Thu 6/10/21 Wed 6/23/2181 Tie-In to OCSD Facilities 1 wk Thu 6/10/21 Wed 6/16/2182 PCS Commissioning 4 wks Thu 6/17/21 Wed 7/14/2183 MF Facility Construction (Area 200) 65 wks Thu 1/9/20 Wed 4/7/2184 MF Facility Civil/Structural Construction 55 wks Thu 1/9/20 Wed 1/27/2185 Shoring/Excavation 2 wks Thu 1/9/20 Wed 1/22/2086 Set-Up Pile Template 2 wks Thu 1/23/20 Wed 2/5/2087 Auger/ Cast-in-Place Piles (Approximately 126 piles @ 8 piles/day) 4 wks Thu 4/30/20 Wed 5/27/2088 Prepare Pile Cap Subgrade 3 wks Thu 5/28/20 Wed 6/17/2089 Form/Place Concrete Foundation Pile Cap Slab 2 wks Thu 6/18/20 Wed 7/1/2090 Form/Place Concrete Foundation Slab and Subgrade Walls 5 wks Thu 7/2/20 Wed 8/5/2091 Backfill/Finish Grade 1 wk Thu 8/6/20 Wed 8/12/20

8/5

1/13


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92 Curing of last concrete pour 4 wks Thu 8/13/20 Wed 9/9/2093 Erect Pre-Engineered Metal Canopy 10 wks Thu 9/10/20 Wed 11/18/2094 Paint and Coating 4 wks Thu 11/19/20 Wed 12/16/2095 Install Major Process Piping 4 wks Thu 11/19/20 Wed 12/16/2096 Hydrostatic Leakage Test Structure 3 wks Thu 12/24/20 Wed 1/13/2197 Hydrostatic Leakage Test Piping 3 wks Thu 12/24/20 Wed 1/13/2198 Backfill/Finish Grade 2 wks Thu 1/14/21 Wed 1/27/2199 MF Facility Equipment Procurement - Major Equipment 30 wks Wed 1/15/20 Wed 8/12/20

100 Release for Mfr (After Submittals Approved, MF equip. procured separately) 0 d Wed 1/15/20 Wed 1/15/20

101 Time for Equipment Manufacture (Pumps, piping, etc.) 18 wks Thu 1/16/20 Wed 5/20/20102 Witnessed Shop Testing 2 wks Thu 5/21/20 Wed 6/3/20103 Fabrication of MF Steel Pipe Assemblies 24 wks Thu 1/16/20 Wed 7/1/20104 Factory Inspection of Assemblies 2 wks Thu 7/2/20 Wed 7/15/20105 Packaging / Shipping 4 wks Thu 7/16/20 Wed 8/12/20106 Major Equipment Delivered to Site or Factory (Stored Until Installed) 0 d Wed 8/12/20 Wed 8/12/20107 MF Facility Equipment Installation 34 wks Thu 8/13/20 Wed 4/7/21108 Install MF Backwash Waste Pump 1 wk Thu 8/13/20 Wed 8/19/20109 Install Process Piping 2 wks Thu 8/20/20 Wed 9/2/20110 Hydrostatic Testing and Disinfection of Piping 3 wks Thu 9/3/20 Wed 9/23/20111 Install MF Units and Valves 4 wks Thu 9/24/20 Wed 10/21/20112 Install MF Air Compressors, Air Receiver Tank, and Blower 3 wks Thu 9/24/20 Wed 10/14/20113 Install MF Backwash Supply Pumps (Inside RO Transfer PS) 2 wks Thu 9/24/20 Wed 10/7/20114 Install CIP Equipment 10 wks Thu 8/13/20 Wed 10/21/20115 Install Conduit & Wiring 3 wks Thu 10/22/20 Wed 11/11/20116 Install Instrumentation & Communication Systems 4 wks Thu 11/12/20 Wed 12/9/20117 DeltaV Integration (Programming, Build Screens, etc.) 12 wks Thu 12/10/20 Wed 3/3/21118 Tie-In to MF Backwash Waste and RO Transfer Pump Stations 1 wk Thu 3/4/21 Wed 3/10/21119 Tie-In to MF Facility 1 wk Thu 3/4/21 Wed 3/10/21120 PCS Commissioning 4 wks Thu 3/11/21 Wed 4/7/21121 Chemical Storage/Cartridge Filters (Area 400) 40 wks Wed 1/15/20 Wed 10/21/20122 Chemical Storage Equipment Procurement - Major Equipment 19 wks Wed 1/15/20 Wed 5/27/20123 Release for Manufacture of Tanks/Piping, Pumps/Motors (After Submittals Are

Approved)0 d Wed 1/15/20 Wed 1/15/20

124 Time for Equipment Manufacture 16 wks Thu 1/16/20 Wed 5/6/20125 Witnessed Shop Testing 2 wks Thu 5/7/20 Wed 5/20/20126 Packaging / Shipping 1 wk Thu 5/21/20 Wed 5/27/20127 Major Equipment Delivered to Site or Factory-Stored Until Installed 0 d Wed 5/27/20 Wed 5/27/20128 Chemical Storage Equipment Installation 21 wks Thu 5/28/20 Wed 10/21/20129 Install Sulfuric Acid Bulk Storage Tanks 1 wk Thu 5/28/20 Wed 6/3/20130 Hydrostatic Leakage Test of Tanks 1 wk Thu 6/4/20 Wed 6/10/20131 Install Sulfuric Acid Pump & Motor 4 wks Thu 6/11/20 Wed 7/8/20132 Install Piping 2 wks Thu 7/9/20 Wed 7/22/20133 Disinfection of Pipes 1 wk Thu 7/23/20 Wed 7/29/20134 Install Electrical Equipment, Conduit & Wiring 1 wk Thu 7/30/20 Wed 8/5/20135 Install Instrumentation & Communication Systems 3 wks Thu 8/6/20 Wed 8/26/20

1/15

8/12

1/15

5/27


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136 DeltaV Integration (Programming, Build Screens, etc.) 6 wks Thu 8/27/20 Wed 10/7/20137 PCS Commissioning 2 wks Thu 10/8/20 Wed 10/21/20138 Cartridge Filter Equipment Procurement - Major Equipment 19 wks Wed 1/15/20 Wed 5/27/20139 Release for Manufacture of Cartridge Filters, Static Mixer and Equipment (After

Submittals Are Approved)0 d Wed 1/15/20 Wed 1/15/20

140 Time for Equipment Manufacture 16 wks Thu 1/16/20 Wed 5/6/20141 Witnessed Shop Testing 2 wks Thu 5/7/20 Wed 5/20/20142 Packaging / Shipping 1 wk Thu 5/21/20 Wed 5/27/20143 Major Equipment Delivered to Site or Factory-Stored Until Installed 0 d Wed 5/27/20 Wed 5/27/20144 Cartridge Filter Equipment Installation 20 wks Thu 5/28/20 Wed 10/14/20145 Install Cartridge Filters and Static Mixer 3 wks Thu 5/28/20 Wed 6/17/20146 Install Piping 5 wks Thu 5/28/20 Wed 7/1/20147 Disinfection of Piping 1 wk Thu 7/2/20 Wed 7/8/20148 Install Electrical Equipment, Conduit & Wiring 3 wks Thu 7/9/20 Wed 7/29/20149 Install Instrumentation & Communication Systems 3 wks Thu 7/30/20 Wed 8/19/20150 DeltaV Integration (Programming, Build Screens, etc.) 6 wks Thu 8/20/20 Wed 9/30/20151 PCS Commissioning 2 wks Thu 10/1/20 Wed 10/14/20152 RO Building Construction (Area 500) 89 wks Wed 5/6/20 Wed 1/19/22153 RO Building Equipment Procurement - Major Equipment 49 wks Wed 5/6/20 Wed 4/14/21154 Release for Manufacture (After Submittals Are Approved) 0 d Wed 5/6/20 Wed 5/6/20155 Time for RO Equipment Manufacture 25 wks Thu 5/7/20 Wed 10/28/20156 Time for RO Feed Pumps Manufacture, Shop Test, Pack/Ship 45 wks Thu 5/7/20 Wed 3/17/21157 Time For RO Interstage Booster Pump Manufactured, Shop Test, Pack/Ship 20 wks Thu 5/7/20 Wed 9/23/20

158 Witnessed Shop Testing (2 weeks to Assemble / Test in Shop) 2 wks Thu 3/18/21 Wed 3/31/21159 Fabrication of RO Steel Pipe Assemblies 24 wks Thu 5/7/20 Wed 10/21/20160 Factory Inspection of Assemblies 1 wk Thu 10/22/20 Wed 10/28/20161 Packaging / Shipping 2 wks Thu 4/1/21 Wed 4/14/21162 Major Equipment Delivered to Site or Factory (Stored Until Installed) 0 d Wed 4/14/21 Wed 4/14/21163 RO Equipment Installation (Trains H and I) 40 wks Thu 4/15/21 Wed 1/19/22164 Install RO Feed Pumps 4 wks Thu 4/15/21 Wed 5/12/21165 Install RO Interstage Booster Pumps 3 wks Thu 4/15/21 Wed 5/5/21166 Install Process Piping 3 wks Thu 4/15/21 Wed 5/5/21167 Install Valves 1 wk Thu 5/6/21 Wed 5/12/21168 Hydrostatic Testing and Disinfection of Piping 2 wks Thu 5/13/21 Wed 5/26/21169 Install RO Units 10 wks Thu 5/27/21 Wed 8/4/21170 Install Conduit & Wiring 4 wks Thu 8/5/21 Wed 9/1/21171 Install Instrumentation & Communication Systems 4 wks Thu 9/2/21 Wed 9/29/21172 DeltaV Integration (Programming, Build Screens, etc.) 12 wks Thu 9/30/21 Wed 12/22/21173 Tie-In to RO Facility 1 wk Thu 12/23/21 Wed 12/29/21174 PCS Commissioning 3 wks Thu 12/30/21 Wed 1/19/22175 RO Equipment Installation (Trains A thru E) 14 wks Thu 4/15/21 Wed 7/21/21176 Install RO Interstage Booster Pumps 5 wks Thu 4/15/21 Wed 5/19/21177 Install Process Piping 5 wks Thu 4/15/21 Wed 5/19/21178 Install Valves 2 wks Thu 5/20/21 Wed 6/2/21179 Hydrostatic Testing and Disinfection of Piping 2 wks Thu 6/3/21 Wed 6/16/21

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180 Install Conduit & Wiring 3 wks Thu 5/20/21 Wed 6/9/21181 Install Instrumentation & Communication Systems 3 wks Thu 6/10/21 Wed 6/30/21182 Tie-In to RO Facility 1 wk Thu 7/1/21 Wed 7/7/21183 PCS Commissioning 2 wks Thu 7/8/21 Wed 7/21/21184 Ultraviolet Facilities Construction (600) 47 wks Wed 7/1/20 Wed 5/26/21185 Ultraviolet Equipment Procurement - Major Equipment 18 wks Wed 7/1/20 Wed 11/4/20186 Release for Manufacture of Equipment (After Submittals are Approved, UV

Equipment Procured Separately)0 d Wed 7/1/20 Wed 7/1/20

187 Time for Equipment Manufacture 14 wks Thu 7/2/20 Wed 10/7/20188 Witnessed Shop Testing 2 wks Thu 10/8/20 Wed 10/21/20189 Packaging/Shipping 2 wks Thu 10/22/20 Wed 11/4/20190 Major Equipment Delivered to Site or Factory-Stored Until Installed 0 d Wed 11/4/20 Wed 11/4/20191 Ultraviolet Equipment Installation 29 wks Thu 11/5/20 Wed 5/26/21192 Install Piping 2 wks Thu 11/5/20 Wed 11/18/20193 Hydrostatic Leakage Test of Piping 2 wks Thu 11/19/20 Wed 12/2/20194 Install UV Equipment 10 wks Thu 12/3/20 Wed 2/10/21195 Disinfection of UV Equipment and Piping 1 wk Thu 2/11/21 Wed 2/17/21196 Water Quality Testing 2 wks Thu 2/18/21 Wed 3/3/21197 Install Electrical Equipment, Conduit & Wiring 1 wk Thu 3/4/21 Wed 3/10/21198 Install Instrumentation & Communication Systems 2 wks Thu 3/11/21 Wed 3/24/21199 DeltaV Integration (Programming, Build Screens, etc.) 6 wks Thu 3/25/21 Wed 5/5/21200 Tie-In to UV Facility 1 wk Thu 5/6/21 Wed 5/12/21201 PCS Commissioning 2 wks Thu 5/13/21 Wed 5/26/21202 Decarbonator Post Treatment Construction (Area 700) 42 wks Wed 6/3/20 Wed 3/24/21203 Decarbonator Post Treatment Equipment Procurement - Major Equip. 11 wks Wed 6/3/20 Wed 8/19/20204 Release for Manufacture of Decarbonator and Post Treatment Equipment, and

Bypass Piping (After Submittals are Approved)0 d Wed 6/3/20 Wed 6/3/20

205 Time for Equipment Manufacture 10 wks Thu 6/4/20 Wed 8/12/20206 Packaging / Shipping 1 wk Thu 8/13/20 Wed 8/19/20207 Major Equipment Delivered to Site or Factory-Stored Until Installed 0 d Wed 8/19/20 Wed 8/19/20208 Decarbonator Post Treatment Equipment Installation 31 wks Thu 8/20/20 Wed 3/24/21209 Install Decarbonator Tower 4 wks Thu 8/20/20 Wed 9/16/20210 Install Blowers 4 wks Thu 9/17/20 Wed 10/14/20211 Install RO Flush Pump 3 wks Thu 8/20/20 Wed 9/9/20212 Install DPW pumps 3 wks Thu 8/20/20 Wed 9/9/20213 Install Polymer System 4 wks Thu 8/20/20 Wed 9/16/20214 Install Major Process and Bypass Piping 4 wks Thu 10/15/20 Wed 11/11/20215 Hydrostatic Leakage Test Piping 2 wks Thu 11/12/20 Wed 11/25/20216 Disinfection of Decarb Tower and Pipes 1 wk Thu 11/26/20 Wed 12/2/20217 Install Electrical Equipment, Conduit & Wiring 3 wks Thu 12/3/20 Wed 12/23/20218 Install Instrumentation & Communication Systems 3 wks Thu 12/24/20 Wed 1/13/21219 DeltaV Integration (Programming, Build Screens, etc.) 6 wks Thu 1/14/21 Wed 2/24/21220 Tie-In to RO Flush Feed Pump Station 1 wk Thu 2/25/21 Wed 3/3/21221 Tie-In to Decarbonation Facility 1 wk Thu 2/25/21 Wed 3/3/21222 Tie-In to DPW Pump Station 1 wk Thu 3/4/21 Wed 3/10/21223 PCS Commissioning 2 wks Thu 3/11/21 Wed 3/24/21

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224 Product/Barrier Water PS & Surge Facilities Construction (Area 800) 73 wks Wed 1/15/20 Wed 6/9/21225 Product Water PS & Surge Facilities Procurement - Major Equipment 51 wks Wed 1/15/20 Wed 1/6/21226 Release for Manufacture of Pumps/Motors & Surge Tanks (After Submittals Are

Approved)0 d Wed 1/15/20 Wed 1/15/20

227 Time for Equipment Manufacture 48 wks Thu 1/16/20 Wed 12/16/20228 Witnessed Shop Testing 2 wks Thu 12/17/20 Wed 12/30/20229 Packaging / Shipping 1 wk Thu 12/31/20 Wed 1/6/21230 Major Equipment Delivered to Site or Factory-Stored Until Installed 0 d Wed 1/6/21 Wed 1/6/21231 Product Water Pump Station & Surge Facilities Equipment Installation 22 wks Thu 1/7/21 Wed 6/9/21232 Install Pump & Motors 4 wks Thu 1/7/21 Wed 2/3/21233 Install Surge Tanks 4 wks Thu 1/7/21 Wed 2/3/21234 Install Piping 2 wks Thu 2/4/21 Wed 2/17/21235 Disinfection of Pipes 1 wk Thu 2/18/21 Wed 2/24/21236 Install Electrical Equipment, Conduit & Wiring 3 wks Thu 2/25/21 Wed 3/17/21237 Install Instrumentation & Communication Systems 3 wks Thu 3/18/21 Wed 4/7/21238 DeltaV Integration (Programming, Build Screens, etc.) 6 wks Thu 4/8/21 Wed 5/19/21239 Tie-In Product Water Pump Station 1 wk Thu 5/20/21 Wed 5/26/21240 PCS Commissioning 2 wks Thu 5/27/21 Wed 6/9/21241 Plant Site Construction to Substantial Completion 40 wks Thu 8/5/21 Wed 5/11/22242 Install remaining yard piping 4 wks Thu 8/5/21 Wed 9/1/21243 Pressure & Leakage Testing, Cleaning and Disinfection 3 wks Thu 9/2/21 Wed 9/22/21244 Remove shoring systems along roads 1 wk Thu 9/23/21 Wed 9/29/21245 Installation of Remaining Duct Banks 3 wks Thu 9/2/21 Wed 9/22/21246 Restoration of Road, Paving and Stripping 3 wks Thu 9/23/21 Wed 10/13/21247 Startup & Testing 10 wks Thu 3/3/22 Wed 5/11/22248 Perform Project Testing & Startup 10 wks Thu 3/3/22 Wed 5/11/22249 Substantial Operational Completion for Plant 0 d Wed 5/11/22 Wed 5/11/22250 Demobilization & Contract Closeout 13 wks Thu 5/12/22 Wed 8/10/22251 Complete Site Improvements (Site Restoration/Landscape) 4 wks Thu 5/12/22 Wed 6/8/22252 Remove Temporary Fencing 1 wk Thu 6/9/22 Wed 6/15/22253 Punchlist Items and Contract Closeout 12 wks Thu 5/12/22 Wed 8/3/22254 Contractor Submit As-Builts 4 wks Thu 5/12/22 Wed 6/8/22255 Demobilize & Site Cleanup 1 wk Thu 8/4/22 Wed 8/10/22256 Plant Site Construction Final Completion 0 wks Wed 8/10/22 Wed 8/10/22

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EXHIBIT B

SAMPLE PROFESSIONAL SERVICES AGREEMENT

OCWD AGREEMENT NO. *** ***

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AGREEMENT NO. *** with *** for ***

This Agreement (the “Agreement”) is made and entered into as of ***, by and between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and operating under the laws of the State of California (hereinafter “OCWD”) and *** (“Contractor”). (The term Contractor includes professionals performing in a consulting capacity.)

PART I FUNDAMENTAL TERMS

A. Location of Project: ***.

B. Description of Services/Goods to be Provided: *** in accordance with PART IV, Scope of Services, included herein.

C. Term: Unless terminated earlier as set forth in this Agreement, the services shall commence on *** (“Commencement Date”) and the term of this Agreement shall continue through its expiration on ***.

D. Party Representatives:

D.1. OCWD designates the following person/officer to act on OCWD’s behalf: ***

D.2. Contractor designates the following person to act on Contractor’s behalf: ***

E. Notices: All notices and other writings required to be delivered under this Agreement to the parties shall be delivered at the addresses set forth in Part II (“General Provisions”).

F. Attachments: This Agreement incorporates by reference the following Attachments to this Agreement:

F.1. Part I: Fundamental Terms F.2. Part II: General Provisions F.3. Part III Special Provisions F.4. Part IV: Scope of Services F.5. Part V: Budget


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G. Integration: This Agreement represents the entire understanding of OCWD and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements or understandings, if any, between the parties, and none shall be used to interpret this Agreement.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first set forth above.

ORANGE COUNTY WATER DISTRICT ***

By: By: Michael R. Markus, P.E., D.WRE General Manager Title:

By: _____________________________ By: Denis R. Bilodeau, P.E., President Title: ___________________________ Dated: ___________________________

APPROVED AS TO FORM: Contractor Information:

RUTAN & TUCKER, LLP Address for Notices and Payments: *** By: ______________________________ I*** Joel D. Kuperberg, General Counsel Attention: *** Telephone: *** Facsimile No.: ***


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PART II GENERAL PROVISIONS

SECTION ONE: SERVICES OF CONTRACTOR

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide the goods and/or services shown on Part IV hereto (“Scope of Services”), which may be referred to herein as the “services” or the “work.” If this Agreement is for the provision of goods, supplies, equipment or personal property, the terms “services” and “work” shall include the provision (and, if designated in the Scope of Services, the installation) of such goods, supplies, equipment or personal property.

1.2 Changes and Additions to Scope of Services. OCWD shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such work shall be undertaken unless a written order is first given by OCWD to Contractor, incorporating therein any adjustment in (i) the Budget, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Contractor. It is expressly understood by Contractor that the provisions of this Section 1.2 shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor.

1.3 Standard of Performance. Contractor agrees that all services shall be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent in the industry, and that all goods, materials, equipment or personal property included within the services herein shall be of good quality, fit for the purpose intended.

1.4 Performance to Satisfaction of OCWD. Contractor agrees to perform all work to the satisfaction of OCWD within the time specified. If OCWD reasonably determines that the work is not satisfactory, OCWD shall have the right to take appropriate action, including but not limited to: (i) meeting with Contractor to review the quality of the work and resolve matters of concern; (ii) requiring Contractor to repeat unsatisfactory work at no additional charge until it is satisfactory; (iii) suspending the delivery of work to Contractor for an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as hereinafter set forth.

1.5 Instructions from OCWD. In the performance of this Agreement, Contractor shall report to and receive instructions from OCWD’s representative identified in Part I, or his or her designee. Tasks or services other than those specifically described in the Scope of Services shall not be performed without the prior written approval of the OCWD.


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1.6 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under the Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any conditions, including any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the OCWD of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the OCWD’s Representative.

1.7 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of OCWD. In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior express written approval of OCWD. In the event of any unapproved transfer, including any bankruptcy proceeding, OCWD may, in its sole and absolute discretion, void the Agreement. No approved transfer shall release any surety of Contractor of any liability hereunder without the express consent of OCWD.

1.8 Compensation. Contractor shall be compensated in accordance with the terms of Part V hereto (“Budget”). Included in the Budget are all ordinary and overhead expenses incurred by Contractor and its agents and employees, including meetings with OCWD representatives, and incidental costs incurred in performing under this Agreement. Contractor shall be compensated for actual costs incurred by subcontractors or other services, and no mark-up will be paid to contractor by OCWD. Unless otherwise specified in Part V, OCWD shall compensate Contractor on a time-and-materials basis at the rates listed in Part V. Contractor shall submit an invoice referencing this Agreement, the Work Order number, date and description of services performed, and the amount. OCWD shall pay the Contractor within 30 days of receipt of the invoice.

SECTION TWO: INSURANCE AND INDEMNIFICATION 2.1. Insurance. Without limiting Contractor’s indemnification obligations, Contractor shall procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided below, against all claims for injuries against persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees, and/or subconsultants. In the event that Contractor subcontracts any portion of the work, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to


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maintain pursuant to this Section 2.1. 2.1.1 Insurance Coverage Required. The policies and amounts of

insurance shall be as follows: a. Commercial General Liability Insurance - The Contractor shall provide and maintain commercial general liability insurance. The coverage for commercial general liability insurance shall be at least as broad as the following: Insurance Services Office (ISO) Commercial General Liability Coverage (Occurrence Form CG 00 01). Contractor shall maintain limits no less than the following: Two million dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately to the project/location (with the ISO CG 25 03, or ISO CG 25 04, or insurer’s equivalent endorsement provided to OCWD) or the general aggregate limit and products-completed operations aggregate limit shall be twice the required occurrence limit. Any combination of a minimum $1,000,000 per occurrence General Liability and Excess Liability or Umbrella to meet the $2,000,000 total may be accepted. b. Automobile Liability Insurance - The Contractor shall provide and maintain automobile liability insurance. The coverage for automobile liability insurance shall be at least as broad as the following: Insurance Services Office (ISO) Business Auto Coverage (Form CA 0001) covering Symbol 1 (any auto). Contractor shall maintain limits no less than the following: One Million Dollars ($1,000,000.00) for bodily injury and property damage each accident limit. c. Workers Compensation and Employer's Liability - The Contractor and all subcontractors shall insure (or be a qualified self-insured) under the applicable laws relating to workers’ compensation insurance, all of their employees working on or about the construction site, in accordance with the “Workers’ Compensation and Insurance Act”, Division IV of the Labor Code of the State of California and any Acts amendatory thereof. The Contractor shall provide employer’s liability insurance with limits of no less than $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000 disease each employee. d. Professional Liability - The Contractor shall provide coverage appropriate to the Contractor’s profession covering Contractor’s wrongful acts, negligent actions, errors or omissions. The retroactive date (if any) is to be no later than the effective date of this Agreement. The limits shall be no less than $1,000,000 per claim and annual aggregate. e. Environmental Impairment Liability – The Contractor shall provide and maintain coverage appropriate for the hazardous material/waste activity contemplated in this Agreement. The retroactive date is to be later than the effective date of this Agreement.

2.1.2. General Requirements. Contractor’s insurance: a. Shall be issued by an insurance company, which maintains an A.M. Best’s rating of “-A, VII” or higher; unless otherwise approved by OCWD; b. General Liability and Automobile Liability shall name the “OCWD, and its officers, officials, employees, agents, representatives and volunteers (collectively hereinafter “OCWD and OCWD Personnel”) as additional insureds” and contain no special limitations on the scope of protection afforded to OCWD and OCWD Personnel. All insurance provided hereunder shall include the appropriate separate


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endorsement(s). c. Shall be primary insurance and any insurance or self-insurance maintained by OCWD or OCWD Personnel shall be in excess of Contractor’s insurance and shall not contribute with it;

d. Shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; e. Workers’ Compensation and Employer’s Liability shall be endorsed to state that the insurer shall waive all rights of subrogation against OCWD and OCWD Personnel, excluding Professional Liability; f. Shall have project name and/or agreement number indicated on certificate; and g. Shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to OCWD by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided. 2.1.3 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by OCWD prior to the execution of this Agreement by OCWD. 2.1.4 Evidence of Coverage. CONSULTANT shall furnish OCWD with certificates of insurance (Acord Form 25S or insured’s equivalent) with additional insured (ISO endorsement CG 20 10, CG 20 33 or insured’s equivalent) including waiver of subrogation endorsement, demonstrating the coverage required by this Agreement, which shall be received and approved by OCWD not less than five (5) working days before work commences. 2.1.5 Workers Compensation Insurance – No Employees/Sole Proprietor. By his/her signature hereunder, Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing the performance of the work of this Agreement. Contractors and subcontractors will keep Workers Compensation Insurance for their employees in effect during all work covered by this Agreement. In the event Contractor has no employees requiring Contractor to provide Workers' Compensation Insurance, Contractor shall so certify to OCWD in writing prior to OCWD's execution of this Agreement. OCWD and OCWD Personnel shall not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this section or with the provisions of law relating to Workers' Compensation.

2.2 Indemnification.

The parties mutually acknowledge that OCWD has retained Contractor to perform the services set forth in this Agreement based upon the special skills, expertise and experience of Contractor. Accordingly, in performing the services under this Agreement, Contractor shall use the skill and care that a highly specialized professional, with expertise in the field, would use under similar circumstances. Further, the parties mutually agree that, to the extent that Contractor retains subcontractors or subcontractors to perform any portion of any of the tasks or services under this


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Agreement, Contractor has a duty to OCWD to ensure that the tasks and services performed by such subcontractors or subcontractors meet the same professional level, skill and expertise expected of Contractor.

2.2.1 Except as set forth in subdivision 2.2.2 or 2.2.3, Contractor shall indemnify, defend (with legal counsel acceptable to OCWD) and hold harmless OCWD and the OCWD Personnel from and against any and all actions, suits, claims, demands, judgments, attorneys fees, costs, damages to persons or property, losses, penalties, obligations, expenses or liabilities (“Claims”) that may be asserted or claimed by any person or entity arising out of Contractor’s performance of any tasks or services for or on behalf of OCWD, whether or not there is concurrent negligence on the part of OCWD and/or any OCWD Personnel, but excluding any Claims arising from the active negligence or willful misconduct of OCWD or any OCWD Personnel where the active negligence or willful misconduct is determined to be the actual and proximate cause of the alleged injury.

2.2.2 The provisions of this subdivision 2.2.2 apply only in the event that Contractor is a “design professional” within the meaning of California Civil Code section 2782.8(c). If Contractor is a “design professional” within the meaning of Section 2782.8(c), then, notwithstanding subdivision 2.2.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Contractor shall defend (with legal counsel reasonably acceptable to OCWD), indemnify and hold harmless OCWD and OCWD Personnel from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Contractor’s performance of any task or service for or on behalf of OCWD under this Agreement. Such obligations to defend, hold harmless and indemnify OCWD or any OCWD Personnel shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of OCWD or such OCWD Personnel. Contractor’s cost to defend OCWD and/or OCWD personnel against any such Claim shall not exceed Contractor’s proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code Section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Contractor shall meet and confer with OCWD (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Contractor has a duty to indemnify OCWD or any OCWD Personnel under this subdivision 2.2.2, Contractor shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Contractor’s negligence, recklessness or willful misconduct.

2.2.3 The provisions of this subdivision 2.2.3 apply only in the event that this Agreement is a “construction contract” within the meaning of Civil Code Section 2782(b) and 2783. If this Agreement is a “construction contract” within the meaning of those statutes, then notwithstanding subdivision 2.2.1 above, to the fullest extent permitted by law, Contractor shall indemnify, defend (with legal counsel acceptable to OCWD) and hold harmless OCWD and the OCWD Personnel from and against any and


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all Claims that may be asserted or claimed by any person or entity arising out of Contractor’s performance of any tasks or services for or on behalf of OCWD, whether or not there is concurrent passive negligence on the part of OCWD and/or any OCWD Personnel, but excluding any Claims arising from the active negligence or willful misconduct of OCWD or any OCWD Personnel.

SECTION THREE: LEGAL RELATIONS AND RESPONSIBILITIES

3.1 Compliance with Laws. Contractor shall keep itself fully informed of all existing and future state and federal laws and all county, municipal and OCWD ordinances and regulations which in any manner affect those employed by it or in any way affect the performance of services pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Contractor. When applicable, Contractor shall not pay less than the prevailing wage, which rate is determined by the Director of Industrial Relations of the State of California.

3.2 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense all licenses, permits, and approvals that may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Contractor’s performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless OCWD against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against OCWD thereunder.

3.3 Covenant Against Discrimination. Contractor covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. Contractor further covenants and agrees to comply with the terms of the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) as the same may be amended from time to time.

3.4 Independent Contractor. Contractor shall perform all services required herein as an independent Contractor of OCWD and shall remain at all times as to OCWD a wholly independent Contractor. OCWD shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise, or a joint venturer, or a member of any joint enterprise with Contractor. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of OCWD. Neither Contractor nor any of Contractor’s employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from the OCWD; and neither Contractor nor any of its employees shall be paid by OCWD time and one-half for working in excess of forty (40) hours in any one week. OCWD is under no obligation to withhold State and Federal tax deductions from Contractor’s compensation. Neither Contractor nor any of Contractor’s employees shall be included in the competitive service, have any property right to any


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position, or any of the rights an employee may have in the event of termination of this Agreement.

3.5 Use of Patented Materials. Contractor shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by Contractor under this Agreement. Contractor shall indemnify, defend, and save the OCWD harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials.

3.6 Proprietary Information. All proprietary information developed specifically for OCWD by Contractor in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, but not including Contractor’s underlying materials, software, or know-how, shall be the sole and exclusive property of OCWD, and are confidential and shall not be made available to any person or entity without the prior written approval of OCWD. Contractor agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of Contractor’s services under this Agreement. Contractor further understands and agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of services by Contractor under this Agreement shall be made to OCWD, and that Contractor shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by OCWD.

3.7 Ownership of Data, Reports and Documents. The Contractor shall deliver to OCWD’s representative identified in Part I, at the end of the project, notes and surveys made, all reports of tests made, studies, reports, plans, a copy of electronic and digital files, and other materials and documents which shall be the property of OCWD. The Contractor is not responsible to third parties of OCWD’s use of data, reports and documents on other projects. OCWD may use or reuse the materials prepared by Contractor in any manner desired without additional compensation to Contractor. Any work performed by Contractor under this Agreement shall be the property of OCWD.

3.8 Retention of Funds. Contractor hereby authorizes OCWD to deduct from any amount payable to Contractor (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate OCWD for any losses, costs, liabilities, or damages suffered by OCWD, and all amounts for which OCWD may be liable to third parties, by reason of Contractor’s negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform Contractor’s obligations under this Agreement. OCWD in its sole and absolute discretion, may withhold from any payment due Contractor, without liability for interest, an amount sufficient to cover such claim or any resulting lien. The failure of OCWD to exercise such right to deduct or withhold shall not act as a waiver of Contractor’s obligation to pay OCWD any sums Contractor owes OCWD.


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3.9 Termination By OCWD. OCWD reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Contractor. Upon receipt of any notice of termination from OCWD, Contractor shall immediately cease all services hereunder except such as may be specifically approved in writing by OCWD. Contractor shall be entitled to compensation for all services rendered prior to receipt of OCWD’s notice of termination and for any services authorized in writing by OCWD thereafter. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, OCWD may take over the work and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by OCWD in retaining a replacement Contractor and similar expenses, exceeds the Budget.

3.10 Right to Stop Work; Termination By Contractor. Contractor shall have the right to stop work only if OCWD fails to timely make a payment required under the terms of the Budget. Contractor may terminate this Agreement only for cause, upon thirty (30) days’ prior written notice to OCWD. Contractor shall immediately cease all services hereunder as of the date Contractor’s notice of termination is sent to OCWD, except such services as may be specifically approved in writing by OCWD. Contractor shall be entitled to compensation for all services rendered prior to the date notice of termination is sent to OCWD and for any services authorized in writing by OCWD thereafter. If Contractor terminates this Agreement because of an error, omission, or a fault of Contractor, or Contractor’s willful misconduct, the terms of Section 3.9 relating to OCWD’s right to take over and finish the work and Contractor’s liability therefor shall apply.

3.11 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing.

3.12 Legal Actions. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted and maintained in the Superior Courts of the State of California in the County of Orange, or in any other appropriate court with jurisdiction in such County, and Contractor agrees to submit to the personal jurisdiction of such court.

3.13 Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

3.14 Attorneys’ Fees. In any action between the parties hereto seeking enforcement of any of the terms or provisions of this Agreement or in connection with the performance of the work hereunder, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be


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entitled to have and recover from the other party its reasonable costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees and courts costs. If either party to this Agreement is required to initiate or defend litigation with a third party because of the violation of any term or provision of this Agreement by the other party, then the party so litigating shall be entitled to its reasonable attorney’s fees and costs from the other party to this Agreement.

3.15 Force Majeure. The time period specified in this Agreement for performance of services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of OCWD or Contractor, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation and/or acts of any governmental agency, including OCWD, if the delaying party shall within ten (10) days of the commencement of such delay notify the other party in writing of the causes of the delay. If Contractor is the delaying party, OCWD shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of OCWD such delay is justified. OCWD’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against OCWD for any delay in the performance of this Agreement, however caused. Contractor’s sole remedy shall be extension of this Agreement pursuant to this Section 3.15.

3.16 Non-liability of OCWD Officers and Employees. No officer, official, employee, agent, representative or volunteer of OCWD shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by OCWD, or for any amount which may become due to Contractor or its successor, or for breach of any obligation of the terms of this Agreement.

3.17 Conflict of Interest. No officer, official, employee, agent, representative or volunteer of OCWD shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement which affects his or her financial interest or the financial interest of any corporation, partnership, or association in which he or she is interested, in violation of any Federal, State, or OCWD statute, ordinance, or regulation. The Contractor shall not employ any such person while this Agreement is in effect.

3.18 Compliance with California Unemployment Insurance Code Section 1088.8. If Contractor is a sole proprietor, then prior to signing the Agreement, Contractor shall provide to the OCWD a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification. Contractor understands that pursuant to California Unemployment Insurance Code Section 1088.8, the OCWD will report the information from Form W-9 to the State of California Unemployment Development Department, and that the information may be used for the purposes of establishing, modifying, or enforcing child support obligations, including collections, or reported to the Franchise Tax Board for tax enforcement purposes.


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SECTION FOUR: MISCELLANEOUS PROVISIONS

4.1 Records and Reports. Upon request by OCWD, Contractor shall prepare and submit to OCWD any reports concerning Contractor’s performance of the services rendered under this Agreement. OCWD shall have access, upon reasonable notice, to the books and records of Contractor related to Contractor’s performance of this Agreement. All drawings, documents, and other materials prepared by Contractor in the performance of this Agreement (i) shall be the property of OCWD and shall be delivered at no cost to OCWD upon request of OCWD or upon the termination of this Agreement, and (ii ) are confidential and shall not be made available to any individual or entity without prior written approval of OCWD. Contractor shall keep and maintain all records and reports related to this Agreement for a period of three (3) years following termination of this Agreement, and OCWD shall have access to such records upon 48 hours notice.

4.2 Notices. Unless otherwise provided herein, all notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices to the OCWD shall be delivered to the following address, to the attention of the OCWD Representative set forth in Paragraph D.1 of the Fundamental Terms of this Agreement:

To OCWD Orange County Water District Representative: P. O. Box 8300 Fountain Valley, CA 92728-8300

Invoices only shall be properly identified with the corresponding Agreement No. and sent to one of the following:

[email protected]

OR to the address shown below:

Orange County Water District Attention: Accounts Payable P. O. Box 20845 Fountain Valley, CA 92728-0845

Notices to Contractor shall be delivered to the address set forth below Contractor’s signature on Part I of this Agreement to the attention of Contractor’s Representative set forth in Paragraph D.2 of the Fundamental Terms of this Agreement. Changes in the address to be used for receipt of notices shall be effected in accordance with this Section 4.2.


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4.3 Construction and Amendment. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing.

4.4 Severability. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force.

4.5 Authority. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

4.6 Special Provisions. Any additional or supplementary provisions or modifications or alterations of these General Provisions shall be set forth in Part III of this Agreement (“Special Provisions”).

4.7 Precedence. In the event of any discrepancy between Part I (“Fundamental Terms”), Part II (“General Provisions”), Part III (“Special Provisions”), Part IV (“Scope of Services”), and/or Part V (“Budget”), Part III shall take precedence and prevail over Parts I, II, IV and V; Part II shall take precedence and prevail over Parts I, IV and V; Part IV shall take precedence and prevail over Parts I and V; and Part V shall take precedence over Part I.

4.8 OCWD Contract Management Authority. The OCWD General Manager (or his or her duly authorized representative) shall have the authority to make approvals, issue interpretations, execute documents to implement or clarify this Agreement, waive provisions, and/or enter into certain amendments of this Agreement on behalf of OCWD so long as such actions do not result in any of the following: (a) an increase in the Budget set forth in Part V hereto, (b) a decrease in the scope of services without a corresponding reduction in the Budget, or (c) an increase in the risk of liability to OCWD. Such approvals, interpretations, waivers and/or amendments may include extensions of time to perform.


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PART III SPECIAL PROVISIONS

A. Section 2.1.1.d Professional Liability from PART II, GENERAL PROVISIONS, is deleted in its entirety and replaced with the following: d. Professional Liability - The Contractor shall provide coverage appropriate to the Contractor’s profession covering Contractor’s wrongful acts, negligent actions, errors or omissions. The retroactive date (if any) is to be no later than the effective date of this Agreement. The limits shall be no less than $2,000,000 per claim and annual aggregate.

B. Section 2.1.1.e. Environmental Impairment Liability from PART II, GENERAL PROVISIONS, is deleted in its entirety


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PART IV SCOPE OF SERVICES

A. Services shall be performed in accordance with the Project Description and Scope of Services from District’s RFP dated *** and Exhibit A, *** proposal dated *** .


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PART V BUDGET

A. OCWD shall compensate Contractor in accordance with *** dated *** for a not-to-exceed fee of $***.

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