San Mateo City Council
November 18, 2024

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9 AGREEMENT WITH BROWN AND CALDWELL

FOR PROFESSIONAL CONSULTANT SERVICES

FOR BIOGAS AND BIOSOLIDS EVALUATION PROJECT
This agreement, made and entered into this day of _______________, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California, hereinafter referred to as "CITY", and Brown and Caldwell, a California Corporation with offices at P.O. Box 45208 San Francisco, CA 94145-0208 hereinafter referred to as "CONSULTANT":

RECITALS:

A. CITY desires certain professional services hereinafter described.

B. CITY desires to engage CONSULTANT to provide these professional services by reason of its qualifications and experience for performing such services and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF PROJECT
The scope of services to be performed by CONSULTANT under this Agreement is described in Exhibit A, Scope of Services, attached and incorporated by reference.

SECTION 2 - RELIANCE UPON PROFESSIONAL SKILL OF CONSULTANT It is mutually understood and agreed by and between the parties hereto that CONSULTANT is skilled in the professional calling necessary to perform the work agreed to be done under this Agreement and that CITY relies upon the skill of CONSULTANT to do and perform the work in the most skillful manner, and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT's work by CITY does not operate as a release of CONSULTANT from said obligation.

SECTION 3 - PROJECT COORDINATION/STAFFING

3.1CITY
MATT FABRY, PUBLIC WORKS DIRECTOR, will be the representative of CITY for all purposes under this Agreement. THOMAS RUARK is hereby designated as the PROJECT MANAGER and shall supervise the day-to-day progress and execution of this Agreement.

3.2CONSULTANT
CONSULTANT's services are unique and personal. CONSULTANT shall not assign or transfer its interest or obligation under this Agreement without the CITY's written consent. CONSULTANT shall not subcontract its duties under this Agreement without the CITY's written consent.

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9 CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. ANGELA MACKINNON is hereby designated as the PROJECT DIRECTOR for CONSULTANT.

CONSULTANT shall assign a PROJECT COORDINATOR to represent CONSULTANT during the day-to-day work on the Project. MARY LOU ROMERO is hereby designated as the PROJECT COORDINATOR for CONSULTANT.

CONSULTANT shall assign additional key personnel as follows:

Lexi Valent
Shouhreh Rouhani
Tracy Stigers
Alison Nojima
Natalie Sierra
Tom Chapman
Tyler Knight
Dan Gagne
Colin Casey
Dane Forsberg
Deanna Tanner
John Scannell
Michael Walkowiak
Ayad Jabir C
Nitesh Poladia
In addition, CONSULTANT is specifically authorized to subcontract with the following subconsulting firms to assist in providing the services required by this Agreement:

JDH Corrosion Consultants Inc.

CONSULTANT shall be responsible for employing or engaging all sub-consultants necessary for performance of the CONSULTANT’s scope of work. CONSULTANT shall manage, evaluate, and incorporate sub- consultants work into the project as necessary.

All work on this project shall be accomplished by the above named CONSULTANT's personnel and subconsultants. CONSULTANT shall not substitute personnel or subconsultants without the CITY's written consent.

SECTION 4 - INDEPENDENT CONTRACTOR
It is expressly agreed that in the performance of the professional services required under this Agreement, CONSULTANT shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONSULTANT an agent or employee of CITY while providing services under this Agreement.

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9 SECTION 5 - DUTIES OF CONSULTANT
CONSULTANT's Services shall be furnished as described below and as more particularly described in Exhibit A, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Public Works Director.

CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items.

CONSULTANT represents that it is qualified to furnish the services described under this Agreement.

All documents, drawings and specifications relating the project prepared by CONSULTANT or CONSULTANT’s approved sub-consultants shall be approved, signed, and sealed by professional engineers duly registered in the State of California for each required discipline. The Contract Documents prepared by CONSULTANT shall provide for a completed project that conforms to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards.

CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. No subconsultant of CONSULTANT will be recognized by CITY as such; rather, all subconsultants are deemed to be the agents of CONSULTANT, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subconsultants, if any, and shall keep the work under its control. If any employee or subconsultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY.

CONSULTANT agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed in accordance with the requirement and intentions of this Agreement.

SECTION 6 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.

CITY shall examine all documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of CONSULTANT's work.

SECTION 7 - TERM, PROGRESS AND COMPLETION
The services to be performed under this Agreement shall commence and be completed as set forth in Exhibit B, Project Schedule.

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9 It is understood and agreed that time is of the essence of this Agreement. CONSULTANT agrees to perform the services within the time limits set forth in Exhibit B.

CITY agrees to exercise due diligence in performing its tasks to implement the CONSULTANT's timetable.

Neither CITY nor CONSULTANT shall be considered in default of this Agreement for delays in performance to the extent caused by circumstances beyond the reasonable control of the nonperforming party.

SECTION 8 - PAYMENT
Payment shall be made by the CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performances of the services and any reimbursable expenses set forth in this Agreement, CITY agrees to pay CONSULTANT a base fee based on verified time and materials not to exceed $1,249,180. Requests for payments shall be itemized and correspond to the various items of work described in Exhibit A and shall be based on the rate and cost schedule set forth in Exhibit C.

CITY reserves the right to pay CONSULTANT not more than 95 % of the "not to exceed" amount until a 100% project review is complete and the CITY determines that 100 % of the project work is complete. 100 % project completion shall include completion of Tasks 1 through 4 as listed in Exhibit A.

Payment for extra work or changes in the work will not be made unless for work authorized in advance in writing by the PUBLIC WORKS DIRECTOR. Prior to commencing such extra work or changes, CONSULTANT and CITY shall agree upon an estimated not to exceed cost for such extra work. In no event shall CONSULTANT be paid for additional work that is necessary because of CONSULTANT's errors or oversights.

CONSULTANT shall maintain complete and accurate records as to the number of hours worked by persons and the direct costs incurred during each phase under this Agreement. All such records shall be maintained on a generally accepted accounting basis and shall be clearly identified and readily accessible.

CONSULTANT shall provide free access to such books and records to the CITY at all times, shall permit the CITY to examine and audit those books and records, shall permit the CITY to make copies of those books and records, and shall permit the CITY to inspect all work data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. All accounting records shall provide an understandable breakdown of costs charged to this Agreement. All records encompassed by this subparagraph, as well as supporting documentation, shall be kept separate from other CONSULTANT documents and records and shall be maintained by CONSULTANT for three (3) years after CONSULTANT's receipt of final payment under this Agreement.

CONSULTANT shall bill the CITY within thirty (30) days for all compensable activity on the project.

CITY shall pay CONSULTANT within thirty (30) days of receipt of billings. If CITY disagrees with any portion of a billing, the CITY shall promptly notify CONSULTANT of the disagreement, and the CITY and the CONSULTANT shall attempt to resolve the disagreement. CITY's payment of any amounts shall not constitute a waiver of any disagreement.

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9 SECTION 9 - CHANGES IN WORK
CITY may order changes in scope or character of work, either decreasing or increasing the amount of CONSULTANT's services by amending this Agreement. In the event that such changes are ordered, CONSULTANT shall be entitled to full compensation for all work performed prior to receipt of notice of change. In no event shall CITY be liable for payment unless the amount of such extra compensation shall first have been agreed to in writing by CITY.

In the event that changes are ordered pursuant to this section, the schedule for progress and completion in Section 7 of this Agreement and compensation in Section 8 of this Agreement shall be adjusted by negotiation between CONSULTANT and CITY, subject to approval, if necessary by the San Mateo City Council.

SECTION 10 - CONFLICT OF INTEREST
CONSULTANT understands that its professional responsibility is solely to CITY. CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

CONSULTANT shall not knowingly, and shall take reasonable steps to ensure that, it does not employ a person having such an interest in the performance of this Agreement. If after employment of a person, CONSULTANT shall promptly remove the employee from the project and will engage the affected parties to determine the appropriate method of resolution, such as the creation of ethic walls to prevent the exchange of information between employees, project teams or offices.

SECTION 11 - TERMINATION
A. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY may, by ten days written notice to CONSULTANT, terminate this Agreement in whole or in part at any time, either for CITY'S convenience or because of the failure of CONSULTANT to fulfill its agreement obligations. Upon receipt and within ten days of such notice CONSULTANT shall:

1. Immediately discontinue all services affected (unless the notice directs otherwise); and

2. Deliver to CITY all data, documents, reports, estimates, summaries and such other information and materials as may have been accumulated by CONSULTANT in performing this Agreement, whether completed or in progress.

B. If the termination is for the convenience of CITY, CONSULTANT shall be compensated for all authorized work performed prior to notification of termination but no amount shall be allowed for anticipated profit on unperformed services.

C. If, after any notice of termination for failure to fulfill agreement obligations, it is determined by a court or other arbitrator that CONSULTANT had not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, adjustment in the agreement price shall be made as provided in paragraph (B) of this section.

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9 D. CONSULTANT may terminate this Agreement or suspend work on the project upon sixty (60) days written notice to CITY, but only in the event of substantial failure of performance by CITY or in the event CITY abandons or indefinitely postpones the Project.

E. Upon termination of this Agreement or suspension of work on the project by either CITY or CONSULTANT, all duties of CITY and CONSULTANT as set forth in Sections 5 and 6 herein above shall terminate.

SECTION 12 - STATUS OF REPORTS
All documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and upon payment to CONSULTANT of undisputed amounts due, shall be the property of the CITY, whether the project for which they are made is executed or not. Any modifications or reuse of such documents for purposes other than those intended by the Agreement shall be at the CITY’s sole risk and without liability to CONSULTANT. All documents furnished to CONSULTANT by the CITY and all reports and supportive data prepared by the CONSULTANT in connection with the performance of this Agreement, upon payment to CONSULTANT of undisputed amounts due, are the CITY's property and shall be delivered to the CITY upon the completion of CONSULTANT's services or at the CITY's written request. All reports, information, data, and exhibits prepared or assembled by CONSULTANT in connection with the performance of its services pursuant to this Agreement are confidential until released by the CITY to the public, and the CONSULTANT shall not make any of these documents or information available to any individual or organization not employed by the CONSULTANT or the CITY without the written consent of the CITY before any such release. Notwithstanding the foregoing, CONSUTLANT shall have no confidential obligation with respect to information that: (i) becomes generally available to the public other than as a result of disclosure by CONSULTANT or its agents or employees; (ii) was available to CONSULTANT on a non-confidential basis prior to its disclosure by CITY; or (iii) becomes available to CONSULTANT from a third party who is not, to the knowledge of CONSULTANT, bound to retain such information in confidence.

SECTION 13 - INSURANCE
CONSULTANT shall procure and maintain for the duration of the contract and three years thereafter (five years for building or major improvements) the insurance specified in Exhibit D to this Agreement.

SECTION 14 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of CITY.

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9 SECTION 15 - INDEMNITY
Indemnity for Design Professional Services. CONSULTANT agrees to hold harmless and indemnify the City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents, from and against any and all claims, loss, liability, damage, and expense to the extent arising out of CONSULTANT’s negligence, recklessness, or willful misconduct in the performance of its design professional services under this Agreement. To the maximum extent permitted by law and Civil Code section 2782.8, CONSULTANT agrees to defend CITY and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents against any such claims.

Indemnity for Activities Other Than Design Professional Services. CONSULTANT agrees to hold harmless and indemnify the City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents, from and against any alleged claims, loss, liability, damage, and expense arising out of CONSULTANT’s performance of this Agreement, except those claims arising out of CITY’s active negligence or willful misconduct. CONSULTANT agrees to defend CITY of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, against any such claims.

The CONSULTANT’S duty to indemnify shall survive expiration or early termination of this Agreement.

SECTION 16 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 17 - COSTS AND ATTORNEYS FEES
Attorney fees in an amount not exceeding $85 per hour per attorney, and in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this Agreement that neither party shall have to pay the other more than $5000 for attorney’s fees arising out of an action, or actions to enforce the provisions of this Agreement.

SECTION 18 - NONDISCRIMINATION
CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONSULTANT nor any of its subconsultants shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

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9 SECTION 19 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed upon service. The mediator shall be selected by a blind draw.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

SECTION 20 - LITIGATION
CONSULTANT shall testify at CITY's request if litigation is brought against CITY in connection with CONSULTANT's services under this Agreement. Unless the action is brought by CONSULTANT, or is based upon CONSULTANT's wrongdoing, CITY shall compensate CONSULTANT for preparation for testimony, testimony, and travel at CONSULTANT's standard hourly rates at the time of actual testimony.

SECTION 21 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: Thomas Ruark
City of San Mateo
Biogas and Biosolids Evaluation
City of San Mateo
2050 Detroit Drive
San Mateo, CA

To CONSULTANT: Brown and Caldwell
Attn: Angela MacKinnon
P.O Box 45208
94145-0208
SECTION 22 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENTS This document represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument, signed by both CITY and CONSULTANT.

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9 SECTION 23 - AUTHORITY TO ENTER INTO AGREEMENT
CONSULTANT has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.

SECTION 24 - SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

SECTION 25 - GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.

SECTION 26 - VENUE
In the event of litigation, venue will be in the County of San Mateo. [SIGNATURES PAGE FOLLOWS]
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9 IN WITNESS WHEREOF, this agreement between the CITY OF SAN MATEO and Brown and Caldwell has been duly executed by the parties hereinabove named, as of the day and year first above written.

CITY OF SAN MATEO CONTRACTOR
Matt Fabry
Public Works Director
Date Angela MacKinnon
Its Authorized Agent
Project Director
If a Corporation, can be either
1) President or 2) Vice
President plus an additional
corporate officer (i.e.,
Secretary, Treasurer) who shall
sign below.

Date

APPROVED AS TO FORM ADDITIONAL CORPORATE

OFFICER
(if necessary per the above)
Linh P. Nguyen
Assistant City Attorney
Date Rob Goodson
Corporate Secretary
Date
Attachments:

Exhibit A: Scope of Work
Exhibit B: Project Schedule
Exhibit C: Cost Schedule
Exhibit D: Insurance Requirements
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9 EXHIBIT A

SCOPE OF SERVICES
Brown and Caldwell will assist the City by providing the following scope of services for this project.

Task 1 – General Services
Task 1.1 Project Management and Progress Reporting
The objective of BC’s project management services will be to provide management of project schedule, budget in delivering the scope of services. BC’s project manager will be the primary point of contact and is responsible for managing staff resources, budget, and correspondence with the City’s project manager.

This task will include general project management activities, including team coordination, client communication, project schedule maintenance, and budget tracking and reporting. BC’s project manager will prepare and submit monthly progress reports/invoices that include a narrative of the work completed by task, project action item log, upcoming work, project issues, budget and schedule status, percent complete, cost to complete, potential scope or budget changes, and other important project information. The monthly progress report will be submitted with the project invoice as part of the monthly request for payment. The invoices will document the hours and billing rates for staff for each task and direct costs. The current and previous billing period invoicing, as well as a summary of the budget spent, budget remaining, cost to complete, and backup documentation for expenses will be included.

As part of this task, a fieldwork safety plan and project management plan will be prepared for internal use.

Task 1.1 Deliverables:
Up to seventeen (17) monthly invoices and progress reports (via email) Meeting minutes for biweekly- coordination calls
Task 1.1 Assumptions:
This scope assumes that the project duration will be seventeen (17) months. BC’s project manager will conduct up to thirty-four (34) bi-weekly 30-minute coordination calls with the City’s Project Manager. Meeting will be held virtually using Teams.

Task 1.2 Quality Control
BC will develop a Quality Assurance/Quality Control (QA/QC) Plan for implementation of the Scope of Work.

The QA/QC Plan will be submitted for review to the City Project Manager and will include or reference the control for implementation. QA/QC Plans will include detailed requirements for the review of fieldwork, including conducting the explorations, sampling, and sample custody and transport. QA/QC procedures for laboratory work will be included. Each submittal, or partial submittal of testing results will be accompanied by a written certification, signed by the BC’s Project Manager and the responsible individual from the applicable subconsultant, stating that the QA/QC procedures have been complied with for the information or submittal being delivered to the City. The QA/QC Plan will include identified controls for work and calculations prepared for the project and detailed requirements for field investigations.

Task 1.2 Deliverables:

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9 One draft and Final QA/QC plan (Word and PDF)
Task 1.2 Assumptions:
City will provide comments two (2) weeks after draft QA/QC plan is submitted. If concrete samples are collected, the laboratory processing the samples will provide their own written certification of results and description of QA/QC procedures. BC will not perform additional certification of testing results from a laboratory.

Workshops and Meetings
BC will prepare and submit to the City an agenda and meeting minutes for each formal meeting or workshop and hold progress meetings. The proposed list of workshops and meetings is:

1. Kick-off Meeting- Review the project goals and clarify scope and timing of digester cleaning. Includes initial presentation and discussion on construction sequencing and constraints, identifying decisions that need to be made in Workshop 2.

2. Digester Cleaning Planning Meeting (to support Task 2) – Workshop to plan the cleaning and condition assessment of the digestion system. Topics and decisions discussed will include digester cleaning and inspection sequencing, contractor’s points of connection and discharge, hauling and disposal requirements, as well as digester shutdown and startup requirements.

3. Digester Cleaning 90% Design Review Meeting (to support Task 2)

4. Condition Assessment and On-Site Interviews with Staff (to support Task 3) – Interviews with maintenance staff to understand condition of mechanical equipment for the digesters, heat loop, and biogas treatment. The site visit will include visual assessment of heat loop, biogas systems and digester instrumentation, only. Physical testing of equipment and instrumentation is not included.

5. Regulatory, Permitting, and Market Assessment Workshop (to support Task 4) – Workshop to present the findings from biosolids and biogas market assessment. Workshop will also present impacts of permitting and regulations on alternatives developed.

6. Screening and Evaluation Criteria Workshop (to support Task 4) – Workshop to develop fatal flaw screening criteria and non-economic criteria to be used in to evaluate the alternatives developed.

7. Technology Screening Workshop (to support Task 4) – Workshop to present fatal flaw screening of biosolids and biogas utilization technologies using the criteria developed in the previous workshop.

8. Initial Alternatives Evaluation Workshop (to support Task 4)

9. Refined Alternative Evaluation Workshop (to support Task 4)

10. Capital improvements plan (CIP) Roadmap and Implementation Plan Workshop (to support Task 4) Task 1.3 Deliverables:
Workshop agenda, presentation materials and meeting minutes (Electronic Word and PDF) Task 1.3 Assumptions:
Travel time and other direct costs are included in the budget. Workshops and meetings are assumed to be up to 2-hours duration each with hybrid virtual and in- person attendance for up to four (4) BC staff. City project manager (PM) will be responsible to invite the required City staff attendees.
Up to three (3) BC staff will conduct an on-site visit for on-site interviews. Site visit is assumed to be six hours in duration. See additional assumptions for the site visit under Task 3.

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9 Task 2 – Digester 1 Cleaning Design, Bid Period Assistance, and Construction Phase Services
BC will develop bid documents that include figures and/or drawings and specifications for the Digester 1 Cleaning services prior to the condition assessment. BC will assist during the bid period and construction phase of the Digester 1 cleaning services. The specifications will include digester shutdown and startup sequencing constraints for the contractor.

Task 2.1 Bid Package Development
This task will include a digester shutdown and startup sequencing plan including the requirements and constraints for Digester 1 cleaning and, 90%, and 100% (bid) design submittals. Each design submittal will include drawings and technical specifications for digester cleaning. BC’s anticipated drawing list is provided in Attachment A. BC’s drawings will be annotated versions of existing drawings provided by the City from the Digester 1 project. Budget for review workshops is included in Task 1.3.

Task 2.1 Deliverables:
90 Percent Design Package:
90 Percent drawings (see attached preliminary drawings list) (1 half-sized electronic PDF) 90 Percent specifications (1 electronic PDF)
90 Percent Sequencing Plan Document (1 electronic PDF) 100 Percent Design Package:
Signed and sealed 100 percent design drawings (1 half-sized electronic PDF) Signed and sealed 100 Percent specifications (1 electronic PDF copy and 1 electronic Word file) 100 Percent Sequencing Plan Document (1 electronic PDF) Completed comment/response log addressing City’s comments on the 90 Percent Design Submittal (electronic format)
Task 2.1 Assumptions:
The fee estimate is based on the anticipated list of drawings included in Attachment A. City review comments will be coordinated and compiled in MS Word or Excel and provided to BC within 10 business days after receipt of submittal. City will resolve any conflicting review comments. The City will be responsible for preparing bidding documents and general contract specifications (“front end” documents, Divisions 0 and 1.) Specifications will be provided in Specifications Institute (CSI) Master Format Division 50.
Technical specifications (Divisions 2 through 50) will be developed using BC’s format, based on Construction Specifications Institute (CSI) Master Format Division 50. The design documents will be prepared as a traditional design-bid-build project. Drawings will be annotated versions of existing record drawings of Digester 1. BC will use City’s provided record drawings and field measurements, where appropriate. Drawings will be developed using BC standards.
Permitting services are not included.
It is assumed that the City has cleaned Digester 2, removing and disposing of the grit found in the digester. Design package will not include Digester 2.
The design of Digester 1 repairs, if identified as part of the Digester 1 condition assessment findings, is not included in BC’s scope of work.

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9 Construction cost estimates are not included in BC’s scope of work.

Task 2.2. Bid Period Assistance
BC will support the City during the bid period, which includes the following activities:
One (1) staff from BC will attend in person and assist the City at the pre-bid meeting. BC will assist the City in preparing an agenda for the meeting. Pre-Bid Meeting will be led by the City and assumed to be a duration of three (3) hours:
- BC will provide responses to requests for information (RFI) from prospective bidders. For budgeting purposes, it is assumed that up to twenty-five (25) hours total will be required to provide RFI responses.
- BC will assist the City with preparation of addenda. For budgeting purposes, it is assumed that up to one (1) addendum will be provided requiring ten (10) hours to complete. - BC will assist the City with the bidder evaluation, including bidder’s responsiveness, licensing, references, and work experience.

Task 2.2 Deliverables:
Responses to bidders’ RFI (electronic copy in Microsoft Word). Addenda to specifications (electronic copy in Microsoft Word and PDF). Addenda to drawings (electronic PDF).

Task 2.2 Assumptions:
The City will advertise the construction bid and serve as the primary point of contact for all bidder inquiries.
City will lead and prepare pre-bid meeting materials.
The City will manage the bidding and advertisements.
The City will distribute bid documents and addenda.
The City will lead all communications with prospective bidders. BC will provide services up to the limit of task budget. Bid review is assumed to determine compliance with contract.
Conformed drawings are not included in the scope.

Task 2.3 Engineering Services During Digester Cleaning
BC will provide engineering services during the Digester 1 cleaning services. Engineering services to be provided during this task include attendance at meetings, submittal reviews, responses to RFI, design clarifications, support services during startup, and site visits. BC will provide services up to the limit of the Task budget.

Task 2.3.1 Request for Information
BC will provide a written response to RFIs on an as requested basis on RFIs transferred to BC by the City’s Construction Manager. BC will provide a written response on a response sheet and return the response sheet to the City’s Construction Manager. BC will complete review of the RFI, provide response, and return response within 10 calendar days after BC’s receipt of RFI. If the response cannot be completed within this period, BC will notify City’s Construction Manager and provide reason for delay prior to the end of the specified period. RFI documentation transmitted to BC and responses transmitted back to the City Construction Manager will be electronic via email or file share link.

The City’s Construction Manager will screen RFIs for form, completeness, and general content conforming to that specified in the Contract Documents before transmitting them to BC.

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9 BC’s budget for this task is based on reviewing sixteen (16) RFIs at an average effort of five (5) hours per RFI. BC will provide services up to the limit of the Task budget.

Task 2.3.2 Submittals
BC will provide written review comments for submittal’s transferred to BC by the City’s Construction Manager, BC will provide submittal reviews on a review comment sheet to the City’s Construction Manager. Submittal documentation transmitted to BC and responses transmitted back to the City’s Construction Manager will be electronic via email or file share link. Submittal review does not include marking up or returning hard copies of submittals.

BC will review the submittal, provide comments, and return the review comment sheet within 15 workdays for normal submittals, and in accordance with the contract documents, after BC’s receipt of submittal. If for any reason the review cannot be completed within this period, BC will notify City’s Construction Manager and provide reason for delay prior to the end of the specified period.

The City’s Construction Manager will screen all submittals for, completeness, and general content conforming to that specified in the Contract Documents before transmitting them to BC. Examples of submittals to be reviewed by BC include technical product data, shop drawings, samples, test results, and operations and maintenance manuals. BC’s submittal review is to determine compliance with the Contract Documents.

Submittal review is not intended as acceptance of work. The review is not intended to relieve the Contractor of his or her full responsibility for performance as required by the Contract Documents.

BC’s budget allowance for this task is based on reviewing six (6) submittals requiring an average effort of eight (8) hours per submittal and two (2) resubmittals requiring an average effort of two (2) hours per submittal. BC will provide services up to the limit of the task budget.

Task 2.3.3 Design Clarification Memoranda and Change Order Support BC will issue Design Clarification Memoranda (DCM) on an as requested basis as requested in writing from the City’s Construction Manager. BC will provide a written clarification on a DCM (including specifications, sketches) and issue the DCM to the Construction Manager.

DCM will be issued to 1) clarify Contract Documents, 2) if modifications to the Contract Documents are desired by the City, or 3) to assist the Construction Manager with the preparation of contract change order requests.

Cost estimates for DCMs and change orders are not included in the scope. Scope assumes Construction Manager will prepare formal change order requests.

BC will provide up to 8 hours of DCM and change order support. DCM and Change order support documentation will be delivered via email to the Construction Manager.

Task 2.3.4 Meetings and Site visits
BC will attend weekly recurring construction meetings via teleconference. Budget allowance is based on virtual attendance of one (1) BC team member. Meetings are assumed to occur weekly for a duration of one (1) hour.

Construction is assumed to be 2 months in duration. Meeting documentation will be the responsibility of others.

BC will periodically visit the Project site at the written request of the City. BC’s budget allowance is based on four (4) site visits. Site visits are budgeted at 6 hours each, which includes travel time.

Task 2.3 Deliverables:
Responses to RFIs (electronic PDF)
Responses to Submittals (electronic PDF)
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9 DCM (electronic PDF)
Task 3– Evaluations and Field Investigations
BC and subconsultant (JDH Corrosion Consultants, Inc, JDH) will perform a condition assessment of the existing anaerobic digestion system and ancillary systems based on available as-built and record drawings, historical data, reports, and observations. Condition assessment results and recommended improvements will be documented in a technical memorandum (TM) as part of Task 4.

BC will conduct a desktop review of the existing unit processes and associated equipment. BC will submit a request for information via email. BC will review provided record drawings, reports, maintenance records, and historical operating data prior to a site visit. BC will prepare forms to document a condition assessment of existing assets such as the heat loop, biogas systems, and digester level instruments during a one-day site visit.

The site visit will include three (3) BC staff for a duration of 8-hours. During the site visit, BC will conduct staff interviews with the City maintenance staff to obtain feedback on the systems that may support the condition assessment and to understand equipment capacity.

Unit processes to be evaluated include:
Visual observation of the Digesters 1 and 2 exterior, including insulation (performed by BC’s subconsultant).
Visual observation of the Digesters 1 and 2 internal coatings (performed by BC’s subconsultant). Internal inspection of Digester 2 (performed by BC’s subconsultant (JDH), see paragraph below for additional information)
Visual evaluation of Digester 2 electrical components and condition of conduits exiting the gallery. Visual and desktop evaluation of the existing digester mixers. The results of the recent SPX inspection will be incorporated in BC’s recommendations.
Visual observation of the exterior and interior Sludge Storage Tank (performed by BC’s subconsultant). External observation of gas and hot water piping. Ultrasonic thickness (UT) testing will be performed at up to ten (10) locations.
Visual observation and desktop evaluation of the heat loop, including the boiler, hot water loop (pumps, valves, piping, and instrumentation and heat exchangers. Visual observation and desktop evaluation of biogas treatment system, digester gas storage system, waste gas burner, and biogas treatment system feed to the boiler. Visual observation and desktop evaluation of digester level instruments including existing pressure transducers.
Visual observation of valves and penetrations on top of the digesters. Visual observation of flame arrestors.

BC’s subconsultant (JDH) will perform the visual observation of the digesters and Sludge Storage Tank. Field assessment of the digesters and Sludge Storage Tank by BC’s subconsultant (JDH) will be conducted in three separate mobilizations, pending timing of digesters cleaning. Visual inspection is nondestructive, will include interior and exterior inspection of the surfaces of the digesters and Sludge Storage Tank and document viewed defects, such as, cracks, pits, deformations, and coating failures. Photographic documentation will also be recorded and included in a report. Visible inspection is limited to areas visible from the identified entry point.

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9 It is assumed that BC’s subconsultant (JDH)will install scaffolding inside Digester 2 for use in internal inspection of the digester. With a scaffolding system erected, BC’s subconsultant (JDH) will perform UT testing, dry film thickness testing and pit depth measurements inside Digester 2. BC will evaluate other options for internal condition inspection of the digesters and the City may revisit the scope at a later time.

Results from the site investigation and condition assessment effort will be incorporated into Task 4 when developing alternatives.

Task 3 Deliverables:
Email summary after process mechanical and electrical inspection (electronic), final results TM is included in Task 4 deliverables.
Results of digester condition assessment test results in a memo completed by JDH, including a figure indicating the location(s) of where the UT tests was performed, if scaffolding is installed. (electronic).

Task 3 Assumptions:
Information provided to BC by the City will not be reviewed by BC for quality or accuracy and will be used as provided.
Sludge heating recirculation piping and loop will not require a condition assessment (active construction project).
Buried infrastructure will not be assessed.
CFD modeling will not be performed for the digester mixers BC will estimate useful life of major equipment based on industry standards. City staff will be responsible for opening and closing valves, providing access to equipment. Seismic evaluations are not included in the assessment. City will provide cutsheet and submittal data for all equipment to be assessed. City will provide an asset list and maintenance history for all equipment to be assessed. City will provide data from Digester 1’s corrosion system. City will accompany BC during the site visit and be available for questions to assist with the assessment. Condition assessment of existing assets will be based on visual observation of the portions of the assets that can be viewed without removal of it or other equipment. BC’s subconsultant (JDH) will provide confined space entry supervision and rescue for entrance to the digesters and sludge storage tank.
BC’s subconsultant (JDH) will provide equipment for confined space entry such as safety harness, davit, tripod, retrieval ropes, fans, radios, multi-gas meters, and appropriate PPE for digesters and Sludge Storage Tank.
Access to digester, heat loop, and biogas system mechanical equipment will not require confined space entry.
Permitting is not expected as part of this task.
Concrete sampling of the Sludge Storage is not included in this task. Three (3) mobilizations will be needed for the visual condition assessment of interior of Digesters 1 and 2, and the Sludge Storage Tank performed by BC’s subconsultant. Budget assumes that for Digester 2, Subconsultant will install scaffolding and perform UT testing at every quadrant and spaced every 20 feet vertically inside each digester. BC will evaluate other options for internal condition inspection of the digesters and the City may revisit the scope at a later time. The digester mixers will be removed by the digester cleaning Contractor.

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9 Exterior digester insulation will remain intact and will not be cut. Cleaning and purging of the Sludge Storage Tank will be City’s responsibility. BC will visually inspect the external portions boiler and heat exchanger. Equipment will not be taken apart or moved for inspection.
City is responsible for lockout/tagout procedures.
City will provide access for condition assessment effort. It is assumed that Digester 2 has already been cleaned and purged by the City and ready for internal inspection.
If the field investigation is delayed by the City or unsafe weather conditions, BC may require additional project management budget due to the extended schedule.

Task 4– Reporting
BC will prepare technical memoranda that summarizes inspection results, digestion and biogas alternatives, alternative screening and evaluation methodology, and an implementation plan. These technical memoranda will be combined into a final report.

Task 4.1 Digestion System Inspection TM
BC will provide a TM summarizing the condition assessment (Task 3) of the anaerobic digestion system, observations, and results. The TM will document observations and recommendations from the site visit, inspections, and condition assessment. A workshop (Task 1.3) will be conducted to review preliminary results and identified rehabilitation and improvements, and the City will provide feedback. Evaluation and criticality criteria will be established during the workshop to provide a basis for the identified improvements. BC will incorporate feedback from the City and provide a final TM.

Task 4.1 Deliverables:
One draft and Final Digestion System Inspection/Condition Assessment TM (Electronic Word and PDF) Documentation obtained as a result of condition assessment and inspections from Task 3 (Electronic PDF)
Task 4.1 Assumptions:
BC will build upon the subconsultant (JDH)’s condition assessment report and identify structural rehabilitation recommendations of the digesters.
BC will summarize identified improvements regarding the process mechanical and electrical equipment (condition of the equipment will be documented in field notes included as an attachment). City review comments will be coordinated and compiled in MS Word or Excel and provided to BC within 10 business days after receipt of submittal. City will resolve any conflicting review comments.

Task 4.2 Flows and Loads Projections
BC will develop flows and loads projections for the solids and biogas processes. BC will request and review historical data and future growth projections to estimate future biosolids and biogas projections, characteristics, and volumes for use in the BC:SWEET model Task 4.5. Projections will be developed prior to a workshop for review and feedback by the City.

BC will review the provided existing solids process information and establish baseline operations and unit process performance. Flow and load projections will be developed for use in evaluating future technologies and Professional Services – Biogas and Biosolids Eval (B&C) Page 9 of 1 Rev 11/18
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9 capacities for biosolids handling. BC will evaluate process capacities using projected flows and loads. Findings from this task will help establish the baseline conditions for the BC:SWEET modeling.

BC will produce a TM to document the flows and loads and capacity evaluation for the solids.

Task 4.2 Deliverables:
One Draft and Final Flows and Loads and Capacity Evaluation TM (electronic word and PDF) Task 4.2 Assumptions:
City will provide three (3) years of historical data including solids production, wastewater influent concentrations and population growth projections.
City will provide three (3) years of historical data for both before and after operation including thickening performance, digester performance, biogas production, natural gas utilization, dewatering performance, and biosolids production.
City will provide three (3) years of monitoring data, including fecal coliform, volatile solids, time, biogas content, temperature, total nitrogen, ammonia, total phosphorus, and heavy metals. Information provided to BC by the City will not be reviewed by BC for quality or accuracy and will be used as provided.
City will provide unit process information and equipment sizing in the form of specifications, drawings, or photos.
BC will begin this task after biological nutrient removal project is in operation for a minimum of 2 months. City will provide the data listed above.
City will provide a consolidated set of comments 10 business days after submittal of the draft TM for review.

Task 4.3 Capacity Evaluation
Using the developed current and projected flows and loads established in Task 4.2, BC will evaluate the following and consider if or when additional capacity is needed:
Capacity of the existing solids treatment units, including primary and secondary sludge pumping capacity, digesters, sludge thickening, and sludge dewatering. Digester gas production, boiler capacity, and capacity of flares. Air permit limitations will also be reviewed.

BC will present the results from Tasks 4.2 and 4.3 in a workshop. The workshop will review the flows and loads and capacity evaluations following delivery of the draft TM from Task 4.2.

Deliverables:
Workshop agenda, presentation materials and meeting minutes (Electronic Word and PDF) Task 4.3 Assumptions:
Information provided to BC by the City will not be reviewed by BC for quality or accuracy and will be used as provided.
Capacity evaluation of process piping such as digester gas, digested sludge or hot water, is not included.
Travel time and other direct costs are included in the budget.

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9 Workshops is assumed to be up to 2-hours duration each with hybrid virtual and in-person attendance for up to four (4) BC staff. City PM will be responsible to invite the required City staff attendees.

Task 4.4 Alternatives Development TM
BC will develop alternatives for the City’s anaerobic digestion system and biogas utilization, which may include a combination of the following:
Improvements recommended to maintain reliability and operability of the digestion system and correct damage and deficiencies observed in Task 3.
Digester mixer replacement alternatives that are supported by the manufacturer. Co-Digestion Improvements – As determined by this project’s Market Assessment (Task 4.4.1), BC will determine the feasibility of feedstock-receiving infrastructure. Upgrading biogas to renewable natural gas (RNG) and injecting back into the Pacific Gas and Electric (PG&E) natural gas grid.
Utilizing treated biogas to feed the WWTP’s heating and offset natural gas demands. Internal Combustion Engines.
Microturbines.
Biosolids processing improvements to achieve Class A product:
- Thermal hydrolysis process
- Thermal drying
- Thermophilic digestion
The following subtasks (4.4.1 to 4.4.3) describe BC’s approach to document the technical feasibility and risks of implementation (or non-implementation) for the alternatives developed.

The findings from Tasks 4.4.1 to 4.4.3 will be documented in a TM summarizing the anaerobic digestion and biogas utilization alternatives, market assessment, regulatory and permitting requirements, and economic benefits/impacts.

Task 4.4 Deliverables:
One draft and Final Alternatives Development TM summarizing Tasks 4.4.1 to 4.4.3 (Electronic Word and PDF)
Task 4.4 Assumptions:
City and BC will finalize and document the alternatives (up to 8 biosolids and up to 3 biogas) selected in a workshop using in final meeting minutes. Draft meeting minutes will be presented to the City, and final meeting minutes will incorporate comments from the City. City review comments will be coordinated and compiled in MS Word or Excel and provided within 10 business days after receipt of submittal. City will resolve any conflicting review comments. BC will update previously conducted biosolids end use market surveys conducted in the area within the past year. Services do not include new outreach to service providers. BC will not conduct outreach to potential fats, oils and grease (FOG) or food waste haulers to identify available feedstock volumes. Characterization of feedstock (such as %VS, % TS, COD) will be based on industry experience.

Task 4.4.1 Market Assessment
BC will perform a market assessment for biogas and digester co-digestion feedstocks. The analysis will include:
Evaluating biogas value as electricity, heat, and RNG, taking into account technology efficiency Professional Services – Biogas and Biosolids Eval (B&C) Page 11 of 1 Rev 11/18
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9 The feasibility of implementing a food waste/organic slurry/fats, oil and grease receiving program and potential quantities of materials based on available digester capacity. Additional biogas generated will be considered as part of the biogas utilization alternatives economic assessment (Task 4.4.4) Review regulations applicable to potential end uses for biosolids alternatives and current regulatory trends. The review will document regulatory changes and impacts on current and future solids handling practices, including key dates for regulatory compliance, enforcement, and critical decisions for potential changes to City’s biosolids handling practices.

BC will present the current state of the end use market in the region leveraging previously conducted market surveys conducted in the area. The findings of this effort will be presented in a workshop (budgeted in Task 1.3) prior to conducting the screening and alternatives analysis. BC will conduct a review of the commercial market for biosolids products. The review will include:
Renewable Energy Credits (REC), Renewable Identification Numbers, and carbon offsets, as they relate to renewable energy production, including considerations for Western Renewable Energy Generation Information System (WREGIS) and the REC marketplace
Identification of beneficial biosolids use goals, opportunities, and demand for Class A biosolids. Evaluation of current and projected future regional competition for Class A and Class B biosolids markets. The benefits of a Class A biosolids product will be documented.

Task 4.4.2 Regulatory and Permitting Assessment
BC will conduct a review of regulations applicable to potential end uses for biosolids alternatives and current regulatory trends. The review will document regulatory changes and impacts on current and future solids handling practices, including key dates for regulatory compliance, enforcement, and critical decisions for potential changes to City’s biosolids handling practices. BC will determine potential permits and regulations associated with the improvement alternatives, including:
Bay Area Air Quality Management District exhaust emissions requirements for up to three (3) biogas utilization and new co-digestion facility.
California Department of Food and Agriculture inedible kitchen grease for co-digestion program. Evolving regulations, particularly regulatory impacts related to organic waste diversion from landfills (SB 1383) and possible impacts resulting from per- and poly- fluoroalkyl substances in biosolids will be considered. REC, Renewable Identification Numbers, and carbon offsets, as they relate to renewable energy production, including considerations for WREGIS and the REC marketplace.

Task 4.4.3 Economic Assessment
BC will identify economic costs and benefits of implementing digestion system improvements, co-digestion program, and biogas utilization alternatives. Lifecycle costs will be estimated the alternatives chosen by the City in the Technology Screening Workshop, inclusive of capital cost, ongoing operations and maintenance costs, and avoided costs (electricity, natural gas) or revenues (renewable identification numbers, RNG). BC will estimate capital costs of projects based on other similar recent projects and adjusted for escalation. BC will identify possible grants, credits, and loans available from federal, state, and local programs such as the Inflation Reduction Act, Self-Generation Incentive Program, Renewable Fuel Standard, Renewable Electricity Certificates, California Energy Commission and Low Carbon Fuel Standard.

The scope assumes up to eight (8) biosolids alternatives (including co-digestion) and up to three (3) biogas utilization alternatives.

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9 Task 4.4.4 Screening and Evaluation Criteria
BC will work with the City to develop both screening criteria and evaluation criteria. The screening criteria, or fatal flaw criteria, will be used to determine which solids treatment and biogas utilization technologies will be carried forward to the alternatives analysis. The evaluation criteria will include both economic and non- economic criteria will supplement the decision-making process and will be used to rank alternatives.

BC will perform the technology screening and confirm the shortlist of viable options to further evaluate in Task

4.5. The shortlisted alternatives will be confirmed with the City in the Technology Screening Workshop (budgeted in Task 1.3).

The screening evaluation will include:
Technical overview of each alternative
Advantages and disadvantages of each alternative
Reliability considerations, including possible specialized training/expertise required for operation O&M considerations
Regulatory considerations
Potential to leverage outside funding sources (e.g., grants) Where appropriate, best-in-class examples of other facilities that use the alternative technology BC will work with the City to develop evaluation criteria that will be used to rank the shortlisted alternatives in Task 4.5, Alternatives Analysis and Implementation. The preliminary list of non-economic criteria will be developed and presented as part of the Screening and Evaluation Criteria workshop (budgeted in Task 1.3). The City will provide feedback on the relative importance of the criteria and their prioritization in the overall decision-making process. The goal of this workshop is to establish clear evaluation criteria and confirm the methodology with all City stakeholders, which will be used to screen and rank the digestion and biogas alternatives.

Non-economic criteria will consider social and environmental impacts such as odor potential, energy resiliency, air emissions, traffic, consumption of non-renewable resources, offsets of non-renewables through biosolids, residuals or biogas beneficial use, etc. Evaluation criteria may also include operational considerations such as reliability, flexibility, ease of operation, maintenance requirements, regulatory risks, etc.

Task 4.5 Alternatives Analysis and Implementation Plan
BC will identify solids processing alternative paired with biogas alternatives and perform a net present value analysis for up to 11 combinations of alternatives using BC’s Solids, Water, Energy Evaluation Tool (BC:SWEET).

The BC:SWEET tool facilitates an integrated and comprehensive approach to biosolids and energy planning that considers capital and O&M costs, from solids processing through final disposition of biosolids, to develop lifecycle costs. It also simplifies “what if” scenario analyses that allows the City to understand tradeoffs of various options easily.

The 20-year NPV analysis will reflect the lifecycle cost of the alternative and include capital, operating and maintenance costs, and revenue or cost savings. Initial alternatives will be ranked using the economic and non- economic evaluation criteria developed in conjunction with the City. The alternatives evaluation will consider alternatives and/or combinations of alternatives with production of Class A and/or Class B biosolids. Regulatory and permitting constraints will be considered during this evaluation. Sensitivity to tipping fees, market conditions, and electricity costs will be assessed, and findings will be presented to the City. BC will provide a recommended alternative or combination of alternatives based on the ranking and screening criteria. Of the alternatives developed, up to three (3) biosolids alternatives and one (1) biogas utilization alternative will be selected for more detailed refinement during the Initial Alternatives Evaluation Workshop.

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9 The three (3) selected solids alternatives and one (1) biogas utilization alternative will then be further developed to identify: facility site layouts, facility needs (including electrical impacts), potential funding opportunities process, capital costs based on vendor budgetary proposals, flow diagrams, impacts on downstream and upstream processes. BC will develop a Planning Level (AACE Class 5) opinion of probable construction costs for the 3 + 1 alternatives and recommended facilities, inclusive of engineering, project management, construction management, construction costs, escalation, and contingencies.

A 10-year phasing and implementation plan for the 3 + 1 alternatives will be developed based on the time- lines and triggers developed under the planning level assumptions. Non-economic criteria will be applied to differentiate and rank amongst alternatives. The three refined alternatives will be presented in the Refined Alternatives Evaluation Workshop with the City to identify the preferred alternative and plan.

Task 4.5 Deliverables:
One draft and Final Alternatives Analysis TM (Electronic Word and PDF) Task 4.5 Assumptions:
BC will use its proprietary BC:SWEET model. A summary of model input and output will be provided in the TM. The model (software) is BC intellectual property and will not be provided to the City This assumption holds for all phases in this scope.
City and BC will finalize and document the alternatives decided for refined alternatives analysis in final meeting minutes. Draft meeting minutes will be presented to the City, and final meeting minutes will incorporate comments from the City then be sent to the City. The City will provide a soft cost factor with BC to be applied to the construction cost estimates, contributing to the total project cost.
NPV will capture 20-year life cycle costs.
Draft and final TM will be submitted electronically in PDF format. City review comments will be coordinated and compiled in MS Word or Excel and provided within 10 business days after receipt of submittal. City will resolve any conflicting review comments.

Task 4.6 Final Report Preparation
BC will develop a capital improvements implementation plan for the selected alternative. This planning roadmap will identify possible CIP projects based on results from the condition assessment and biosolids and biogas alternatives evaluation, include a recommendation for a co-digestion program, funding timelines, and integrate any regulatory and market triggers. BC will lead a workshop to solicit feedback on the draft CIP plan prior to finalization.

BC will provide a final report, which will include the following:
The vision for biogas utilization and potential energy recovery The combined technical memoranda produced in Task 4
An executive summary of all technical memoranda
CIP roadmap
Task 4.6 Deliverables:
One draft and Final Biosolids and Biogas Capital Improvements Implementation Plan Report (Electronic Word and PDF)
Task 4.6 Assumptions:
Draft Report will be submitted to the City ahead of the Workshop.

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9 BC will include TMs from other phases identified in this amendment as attachments to the Capital Improvement Implementation Plan TM. These TM attachments will be referenced, as necessary, to complete the Capital Improvement Implementation Plan TM. City review comments will be coordinated and compiled in MS Word or Excel and provided within 10 business days after receipt of submittal. City will resolve any conflicting review comments.

EXHIBIT B

PROJECT SCHEDULE
The project schedule is approximately 17 months.

EXHIBIT C

COST SCHEDULE

EXHIBIT D

INSURANCE REQUIREMENTS

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1.Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2.Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if CONSULTANT has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3.Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4.Professional Liability (Errors and Omissions): Insurance appropriate to the CONSULTANT’s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate If the CONSULTANT maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the CONSULTANT; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONSULTANT’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 or equivalent forms if later revisions used).

Primary Coverage
For any claims related to this contract, the CONSULTANT’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the CONSULTANT’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City.

Waiver of Subrogation
Except for professional liability, CONSULTANT hereby grants to City a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the City by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the CONSULTANT to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage
CONSULTANT shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.