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07-16-2019 Item 13 - Contract Award for WRRF
Department Name: Utilities Cost Center: 6101 For Agenda of: July 16, 2019 Placement: Business Item Estimated Time: 30 FROM: Aaron Floyd, Utilities Director Prepared By: David Hix, Deputy Director, Utilities - Wastewater SUBJECT: CONTRACT AWARD FOR WATER RESOURCE RECOVERY FACILITY PROJECT RECOMMENDATION 1. Award a contract to PCL Construction in the amount of $110,581,024.77 for the Water Resource Recovery Facility (WRRF) Project, Project No. 91219, formerly Specification No. 91620 and waive minor irregularities; and 2. Authorize the purchase of builder’s risk insurance for $100 million from PCL Construction in the amount of $275,000; and 3. Authorize the Finance Director to utilize Unreserved Working Capital from the Sewer Fund to ensure adequate WRRF Project cash flow when considered necessary. DISCUSSION On December 4, 2018 the City Council authorized staff to advertise for construction bids for the WRRF Project (Project) (Attachment A). On May 23, 2019, the City opened three bids from pre-qualified contractors for the Project. Project design was a three-year process that included value engineering, alternative analysis, and cost studies and estimates. This process resulted in the bid documents being separated into a base bid for the required treatment processes, and additive alternate bid items for the 1) Water Resource Center (WRC), 2) a demonstration wetland, and 3) builder’s risk insurance. The bid documents were formatted in this manner after costs estimates showed the entire Project, including the WRC and demonstration wetlands, may exceed the City’s budget and thus mitigated the risk of requiring the City to rebid the project and revise design and related specifications. This approach encouraged contractors to submit their most competitive pricing for the base bid; essentially the required improvements to meet regulatory requirements and separate alternatives that were not required to meet the City’s Time Schedule Order (TSO). This approach ultimately allowed the City to make knowledge-based decisions on how to move the project forward if only the treatment portion of the Project, or any or all additive alternate bid items, fell within the City’s construction budget of $111,660,000. Award of this project is based on the lowest responsive bidder for the base bid. Packet Pg. 171 Item 13 Of the three bids, one bidder, PCL Construction (PCL), provided a base bid within the City’s construction budget. PCL’s additive alternate bid items for the WRC and demonstration wetlands exceeded the project construction budget. Below is a bid summary. Contractor Base Bid Additive Alternate Bid Items Total * Water Resource Center Demonstration Wetlands Builder’s Risk Insurance $55 Million $100 million Kiewit $131,643,572.77 $39,500,000 $4,000,000 $144,200 $365,000 $175,652,772.77 PCL $110,581,024.77** $20,000,000 $850,000 $175,000 $275,000** $131,881,024.77 W.M. Lyles $114,912,000.00 $32,114,319 $3,939,000 $228,000 $343,000 $151,536,319.00 * Base Bid plus all additive alternate bid items. ** Items part of proposed total award. Two other additive alternates the City requested were for builder’s risk insurance. Builder's risk insurance protects the City’s insurable interest in materials and equipment being used in the construction should those items sustain physical loss or damage from a natural disaster, specifically an earthquake. The City requested insurance bids for the Project of $55 million and $100 million, both bids came in below estimated costs. Because of the specialized and expensive nature of this Project’s materials and equipment, and after review by the City’s risk manager, staff is recommending purchasing builder’s risk insurance for $100 million at a cost of $275,000, making the project’s proposed total award $110,856,024.77. Construction Bids PCL was one of five prequalified general contractors for the Project. The City released Request for Qualifications for general, electrical, and instrumentation and control contractors to assess a contractor’s experience, financial situation, and past performances. This process provided the desired level of certainty for both the contractor and the City. The City had desired that all five contractors would provide a bid, but one did not attend the mandatory pre-bid meeting, and another declined to submit. All bidders assumed that the project included the various requirements of the Community Workforce Agreement which was referenced and incorporated into the bid specifications and documents. A conversation with one contractor that did not submit a bid revealed that contractors are very busy, and many are concurrently bidding on a variety of other projects throughout the Western United States. The City’s relative remoteness results in it not being considered a major construction market, such as the Bay Area or Southern California, making it difficult for a busy contractor to efficiently deploy key staff. Preparing a bid for a project such as the WRRF can take months of intensive work and cost more than $800,000, a risk and cost that contractor’s consider very carefully. Presently the bidding climate is very competitive with bids exceeding engineer estimates both locally and throughout the State. Packet Pg. 172 Item 13 PCL is a prequalified reputable general contractor that successfully delivered a very similar project in Riverside, California. The City’s construction management firm for the Project, Carollo Engineers, worked with PCL in Riverside. The City did not receive any bid protests during the protest period. PCL submitted a competitive bid that will allow the City to move forward with the Project. PCL is interested in immediately beginning mobilization and preliminary activities with construction starting in September 2019. Bid Irregularities PCL’s bid contained the following minor irregularities. The Department of Industrial Relations (DIR) registration numbers for three of PCL’s listed subcontractors were incorrectly listed on the Proposed Subcontractors Form; however, the subcontractor’s DIR registrations are current. Since the Project is federally funded, registration applies at the time of award, not the time of bid and thus is a considered a minor irregularity that does not disqualify the entire bid package. The Non-collusion Declaration Form in the City’s bid documents included a statement at the bottom of the form to “Attach California notary acknowledgement.” PCL did not notarize its Non-collusion Declaration or attach a California notary acknowledgement with its bid. However, this form does not legally require a notary acknowledgment. These minor irregularities do not affect the price of the bid, or otherwise give PCL an unfair competitive advantage and would not allow PCL to withdraw its bid. The irregularities are thus inconsequential and can be waived by the City. Staff recommends that the City waive these irregularities as part of any action to award the contract to PCL. WRRF Project Scope Because only the base bid meets the City’s construction budget and TSO requirements, the WRC and the demonstration wetlands will not be a part of the Project. The project will fulfill many of the WRRF’s most important objectives such as meeting the State’s stringent discharge requirements, retiring aging inefficient infrastructure, providing capacity to serve future General Plan build out , and maximizing recycled water production. The Project also includes state of the art odor control, enhanced flood protection, and an improved tour route for visitors with interpretive features. The WRRF team will be reexamining the original program to find opportunities to create elements that were included in the WRC such as: 1) community meeting area(s), 2) a one water center, 3) school bus parking for tours, 4) maintenance shop(s), and 5) employee facilities such as a locker room. The WRRF team will analyze all alternatives including existing structures and sites that either will not be utilized or may no longer require demolition or a different design. This effort will be led by the WRRF team and follow the Project charter (Attachment B) to ensure all stakeholder input is considered. Staff will return to Council to provide an update on this effort. Packet Pg. 173 Item 13 Project Funding Staff is requesting using Unreserved Working Capital from the Sewer Fund to ensure the City has adequate cash flow to pay the contractor per the agreement. After the City approves a pay estimate, it is obligated to pay the contractor within 30 days. While the City secured a $140 million low interest loan for the Project from the State Revolving Fund (SRF), it may take 30 to 90 days after the City requests reimbursement to receive funds from the State. Utilizing Unreserved Working Capital will allow the City to pay the contractor while it waits for reimbursement from the State and keep the Project moving. The City developed a cash flow model to determine the amount of funds required for each month of the project. There is approximately $18 million in Unreserved Working Capital in the Sewer Fund to manage the cash flow needed to keep the Project moving. The WRRF team will be working with the City’s Finance Director to determine the best way to utilize the Unreserved Working Capital to timely make payments and then seek repayment from SRF. The City has secured loan forgiveness and several grants for the Project, including: 1. $78,125 from the Integrated Regional Water Management (IRWM) to fund value engineering for the design of the Project. 2. $2,000,000 from CalOES to fund construction of flood improvements. 3. $4,000,000 debt forgiveness from the SRF loan. 4. $1,314,530 from the IRWM to fund construction of the Membrane Bioreactor and UV disinfection facilities. The $1.3 million IRWM grant was recently approved locally and will require State approval before being funded. Staff will return to Council later this year, or early next year, with a resolution to allow the City to accept this grant and authorize the Utilities Director to execute the necessary agreements. These grants and loan forgiveness total over $7 million in project savings. The WRRF team is continuing work on grant opportunities as the Project moves into the construction phase. Community Workforce Agreement PCL will be utilizing local subcontractors for a significant portion of the Project work, as reflected in the list of subcontractors that accompanied their bid. Electrical work will be performed by Smith Electric Service from Santa Maria. In addition, miscellaneous site work and demolition will be performed by Papich Construction from Arroyo Grande and paving will be performed by Apodaca Paving from Grover Beach. The subcontract values for site work/demolition and paving are approximately $590,000 and $2 million respectively. The combined value of work to be performed by local subcontractors is approximately $18.6 million, or 17 percent of the total contract amount. These contracts will help meet the Project’s Community Workforce Agreement (CWA). Packet Pg. 174 Item 13 In addition to work performed by local subcontractors, the CWA sets forth a goal of 30 percent of all labor hours on the Project to be performed by local residents. PCL will prepare a Manpower Utilization Plan prior to the start of construction detailing their schedule and plan for the hiring of local residents and the use of their subcontractors’ workforce to meet the local hiring goal. Local worker participation will be tracked and reported on a monthly basis by the Program Management Team. Change Order Management On December 4, 2018 Council approved a project specific Construction Contract Change Order policy. This project-specific policy streamlines the change order process to avoid costly idling of manpower and equipment while minimizing schedule impacts. This policy is consistent with other public agencies that have completed similar projects. The policy grants the project manager authority to approve change orders under $100,000 with concurrence from the Utilities Director. If change orders reach 75 percent of the authorized contingency, the Utilities Director will inform the City Manager and Finance Director of the Project status and sufficiency of funding to complete the Project. Staff plans on keeping the Council informed of cost and budget management of the project as it proceeds. Next Steps After the agreement (Attachment C) has been finalized, PCL has expressed a desire to begin mobilization and commence work promptly. The WRRF program team is working on a communication/outreach plan for the construction phase that will connect with the community on the Project’s progress, including different phases, stakeholder feedback, and events and information utilizing a variety of media platforms. Previous Council or Advisory Body Action This Project was identified in the City Council approved 2017-19 Capital Improvement Program. The City Council has approved and/or received numerous requests and reports since 2014 including contracts for professional services such as programing, design, construction management, and environmental review. Council has heard numerous updates, budgets and provided feedback and input. The Planning and Architectural Review Commissions reviewed and approved this Project. Policy Context The Project involves several processes to ensure compliance with the City’s stringent requirements for treated wastewater discharge. The Project will also increase capacity that aligns with the City’s General Plan and maximizes recycled water production. Public Engagement Public outreach and engagement for the Project and grant funding opportunities began at the first steps of this project. The Project continues engagement activities through the project website http://slowrrfproject.org, updates in the Utilities Department Resource newsletter, tours, presentations, and other events. Staff will routinely update Council on progress, budget, costs and scope as the Project proceeds. Packet Pg. 175 Item 13 CONCURRENCE The Utilities Department has collaborated with the Public Works, Human Resources, City Attorney, and Finance Departments on the award of this contract and the departments concur with this recommendation. ENVIRONMENTAL REVIEW The Environmental Impact Report (EIR) for the Project was certified by the City Council on August 16, 2016. FISCAL IMPACT Budgeted: Yes Budget Year: 2019 Funding Identified: Yes Table 1. WRRF Project Budget *Includes Inspection and Material Testing Construction of the Project will cost $110,856,025.77 including the proposed $100 million builder’s risk insurance policy for the life of the Project. Construction will be primarily funded through a low-interest State Revolving Fund (SRF) loan administered by the State Water Resources Control Board Water Recycling Funding Program. The construction budget for the Project is $111,600,000 with an 11% contingency. The total construction budget, including contingencies, builder’s risk insurance and construction phase professional services is provided in Table 1. Construction phase professional service agreements have been awarded. Services for the WRRF EIR Mitigation Monitoring and Reporting Program (MMRP) will be acquired in August. Total available construction funding is $140,000,000. Total Project Bid $110,581,024.77 11% contingencies $12,163,912.72 Builders Risk Insurance $275,000.00 Construction Phase Professional Services* $16,048,528.00 Total Project Construction Cost $139,068,465.49 Maximum SRF Loan Amount (91219) $140,000,000 Packet Pg. 176 Item 13 Fiscal Analysis Funding Sources Current FY Cost with Builder’s Risk Insurance Construction Contingency (11%) Annualized On-going Cost Including Debt Payment Total Available Construction Funding Sewer Fund $110,856,024.77 $12,163,912.72 $9,799,114 $140,000,000 Total $110,856,024.77 $12,163,912.72 $9,799,114 $140,000,000 The use of grant funding and loan forgiveness will factor into the eventual final Project cost and subsequent debt service payment. Presently staff is showing the full cost of the Project, which includes use of all the contingency without the savings from grants and loan forgiveness. Staff will return and update Council as the Project proceeds, known costs become better defined, and grants get actualized. The intent is to manage the overall loan amount as final costs and grants are realized. ALTERNATIVES Do Not Award the Contract. The City Council could choose to not award the contract and reject all bids. Staff does not recommend this alternative. Rejecting bids would result in schedule delays that risk the WRRF being out of compliance with meeting required State and federal water quality objectives. It is also likely that new bids would exceed the current construction budget resulting in a reduced project scope or an increased cost of construction. Attachments: a - Council Reading File - Dec. 4, 2018 Council Report Authorizing Advertising b - WRRF Program Charter c - Agreement with PCL Construction Packet Pg. 177 Item 13 Packet Pg. 178Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 1 ©Copyright 2019 CH2M HILL CONFORMED AGREEMENT THIS AGREEMENT, dated is by and between The City of San Luis Obispo, CA, (Owner) and (Contractor). Owner and Contractor, in consideration of the mutual covenants set forth herein, agree as follows: 1.WORK 1.1. Contractor shall, for and in consideration of the payment of the Contract Price, to be made to Contractor as hereinafter provided, shall furnish all plant, labor, technical and professional services, supervision, materials and equipment and perform all operations necessary as specified or indicated in the Contract Documents (defined below) to complete the Work in strict conformance with the Contract Documents. The Work is generally described as the following new and modified facilities at the San Luis Obispo Water Resource Recovery Facility and consists of the following primary components (Note: numerical references correspond with site layout facility identification on Project Drawing 05-CL-1000): 10 – New Water Resource Center and Wetlands – Bid Alternate (included only if required by the Owner). 14 – Equalization Pond. 15 – Headworks. 20/22 – Primary Clarifiers and Primary Sludge Pump Station. 28 – Primary Effluent Screens. 29 – Calcium Hydroxide Facility. 30 – Bioreactor Basins 1 and 2. 35 – Bioreactor Basins 3 and 4. 36 – Chemical Storage Facility. 40 – Membrane Building. PCL Construction, Inc. Packet Pg. 179 Item 13 PW\DEN001\668876 Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 2 Specification No. 91620 CONFORMED 44 – Switchgear Building. 53/54 – UV Disinfection and Electrical Building. 68 – Effluent Cooling. 70 – Solids Blend Tank. 72 – Thickening. 80/82 – Digesters No. 1 and 2. 86 – Dewatering. 88 – Odor Control. Influent Structure – Bypass piping for the existing influent structure. Site diversion boxes and vaults. Site electrical facilities. Site work and landscaping. Instrumentation and Control and SCADA. Demolition. Temporary controls and facilities to maintain operations of the existing plant during construction. 2.ENGINEER 2.1. The Project has been designed by CH2M HILL, Inc. (Engineer), who has the duties, responsibilities, rights, and authority assigned to the Engineer in the Contract Documents in connection with the completion of the Work that require the exercise of professional engineering judgment in accordance with the Contract Documents. Some of Engineer’s administrative responsibilities will be performed by the Resident Project Representative. Packet Pg. 180 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 3 ©Copyright 2019 CH2M HILL CONFORMED 3. RESIDENT PROJECT REPRESENTATIVE; KEY PERSONNEL 3.1. The Resident Project Representative (RPR) is to act as the authorized representative of Owner, assigned to assist Owner at the Site. As used herein, the term RPR includes any assistants or field staff of Construction Manager. In general, the RPR will perform the administrative tasks assigned to Engineer in the Contract Documents, including but not limited to the following: 3.1.1. Contractor shall communicate with Owner and Engineer through the RPR unless expressly provided otherwise in the Contract Documents. 3.1.2. Contractor shall deliver all Submittals, Requests for Information, Payment Applications, notices, and other written material described in the Contract Documents to the RPR unless expressly provided otherwise in the Contract Documents. 3.2. No Key Personnel, as defined below, shall be removed or replaced by Contractor without the prior written approval of the City. Contractor represents that the Key Personnel will be made available to perform the Work to completion, which availability is a material term of this Agreement. 3.2.1. Key personnel for this Project are defined as the Contractor’s Project Manager and Superintendent, and the Control Systems Integration Subcontractor’s Project Manager, PLC Programmer, and SCADA Programmer (“Key Personnel”). The Key Personnel are identified in Contractor’s and Control Systems Integration Subcontractor’s approved prequalification packages for the Project, and are as follows: Contractor: Project Manager Superintendent Control Systems Integration Subcontractor: Project Manager PLC Programmer SCADA Programmer Jeff Newman Tom Bussell John Zitlau Steve Blevins Alex Crocker (Tesco Controls, Inc.) Packet Pg. 181 Item 13 PW\DEN001\668876 Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 4 Specification No. 91620 CONFORMED 3.2.2. The Key Personnel were reviewed and approved by the City as part of the prequalification of Contractor and the Control Systems Integration Subcontractor, and approval of such personnel was an integral aspect of the prequalification approval. 3.2.3. If any Key Personnel shall become unavailable, Contractor shall provide at least three resumes for proposed candidate replacement personnel. Resumes and qualifications of the proposed replacement shall be submitted to the City for approval as soon as possible, but in no event later than 14 business days after Contractor becomes aware that the Key Personnel is or will not be available. Proposed replacement personnel shall have qualifications that meet or exceed those of the personnel being replaced, as determined by the City. The proposed replacement personnel must be approved in writing by the City. 4.PROJECT LOCATION 4.1. The Project location is the San Luis Obispo Water Resource Recovery Facility, 35 Prado Road, San Luis Obispo, CA 93401. 5.CONTRACT TIMES 5.1. Time of the Essence: All time limits stated in the Contract Documents, including but not limited to the Milestones, are of the essence of the Agreement. 5.2. Contract Times: 5.2.1. Substantial Completion: 5.2.1.1. The Work shall be Substantially Completed within 1,230 calendar days of Notice to Proceed. 5.2.2. Final Completion: 5.2.2.1. The Work shall have achieved Final Completion and be ready for final payment in accordance with the Contract Documents within 1,290 calendar days of Notice to Proceed. 5.2.3. Milestone 1: 5.2.3.1. The existing influent junction box and piping demolition and installation of the new manhole and piping connections shall be completed within 150 calendar days of Notice to Proceed. Packet Pg. 182 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 5 ©Copyright 2019 CH2M HILL CONFORMED 5.2.4. Milestone 2: 5.2.4.1. The new secondary treatment train (Liquids Phase 1), consisting of the new Primary Effluent Fine Screens, new Bioreactors 3 and 4, new Membrane Bioreactor Facility, new UV Disinfection Facility, and new Effluent Cooling Facility shall be constructed, successfully tested, in operation, and substantially completed within 750 calendar days of Notice to Proceed. 5.3. Liquidated and Other Damages: 5.3.1. Contractor and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial and other losses if the Work is not completed within the Contract Times above, plus any extensions thereof allowed in accordance with Article 11 of the General Conditions. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, and as provided in Government Code Section 53069.85, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner as follows: 5.3.1.1. $650 for each and every calendar day of delay in completing the Milestone 1 beyond the time prescribed in the Contract Documents. 5.3.1.2. $4,000 for each and every calendar day of delay in completing the Milestone 2 beyond the time prescribed in the Contract Documents. Additionally, for each calendar month that Milestone 2 remains incomplete, the Owner will be subject to regulatory fines. Therefore, Contractor will be assessed once-monthly Liquidated Damages in the amount of $12,000 on the first calendar day of each month until Milestone 2 is complete. 5.3.1.3. $11,250 for each and every calendar day of delay in obtaining Substantial Completion as defined in the Contract Documents. 5.3.1.4. After Substantial Completion, $6,200 for each and every calendar day of delay in obtaining Final Completion as defined herein until the Work is completed and ready for final payment. 5.3.1.5. The Liquidated Damages shall be set to cumulative. Packet Pg. 183 Item 13 PW\DEN001\668876 Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 6 Specification No. 91620 CONFORMED 5.3.2. In the event the Liquidated Damages are not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not affect the City’s rights to other damages or remedies specified in the Contract Documents or allowed by law. 5.3.3. Should Contractor fail to achieve any Milestone or Completion date, City may withhold Liquidated Damages from progress payments or may encumber the Project retention in the amount of the accrued Liquidated Damages. Failure to withhold Liquidated Damages from Project Progress Payments does not constitute a waiver of Liquidated Damages by the City. 5.3.4. Liquidated Damages are not a penalty, but an agreed upon estimate of the actual damages that would be sustained by the City for delay, including but not limited to loss of revenue, inconvenience to the City and the public, and increased Project administration expenses, such as extra inspection, construction management, staff time and architectural and engineering expenses. 5.3.5. Should money due or to become due to the Contractor be insufficient to cover Liquidated Damages or other offsets due, then Contractor forthwith shall pay the remainder of the assessed liquidated damages to City. 5.3.6. Contractor shall pay, or reimburse Owner and Owner’s Representative, for regulatory agency or court-imposed fees, fines, and penalties imposed on Owner and Owner’s Representative arising from Contractor’s failure to complete the Work in accordance with the Contract Documents and any applicable permits or applicable Laws and Regulations. Contractor’s responsibility and obligation to pay, or reimburse Owner and Owner’s Representative, for fees, fines, or penalties for late completion of the Work is as set forth in the liquidated damages provision. 5.3.7. This Article does not affect the City’s rights to other damages or remedies specified in the Contract Documents or allowed by law. 6.CONTRACT PRICE 6.1. Owner will pay Contractor for completion of the Work in accordance with the Contract Documents an amount in current funds equal to $, as that amount may be adjusted in accordance with the Contract Documents (the “Contract Price”). 110,856,024.77 Packet Pg. 184 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 7 ©Copyright 2019 CH2M HILL CONFORMED 7.PAYMENT PROCEDURES 7.1. Submittal and Processing of Payments: Contractor shall submit Applications for Payment in accordance with the Contract Documents. Applications for Payment will be processed by RPR as provided in the Contract Documents. 7.2. Progress Payments and Retainage: Owner will make progress payments for completed Work on account of the Contract Price on the basis of Contractor’s Application for Payment as provided in the Contract Documents. All such payments will be based on the Schedule of Values established as provided in the Contract Documents. 7.2.1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as RPR may determine or Owner may or is legal required to withhold, including but not limited to Liquidated Damages and 125 percent of stop notices received by the Owner, in accordance with the Contract Documents: 7.2.1.1. 95 percent of Work completed (with the balance being retainage); and 7.2.1.2. 95 percent of cost of materials and equipment delivered and stored at the Site in accordance with the Contract Documents but not incorporated in the Work (with the balance being retainage). 7.2.2. Contractor may elect to substitute securities of equivalent value in accordance with requirements and procedures of Section 22300 of the California Public Contract Code. 7.2.3. Upon Substantial Completion, Owner will pay an amount sufficient to increase total payments to Contractor to 100 percent of the Work completed, less retention, previously withheld amounts, and less such amounts as RPR will determine in accordance with Paragraph 15.01.C.6 of the General Conditions and less 150 percent of RPR’s estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion. 7.3. Final Payment: 7.3.1. Upon final completion and acceptance of the Work in accordance with Paragraph 15.06 of the General Conditions, Owner will pay the remainder of the unencumbered Contract Price as recommended by RPR as provided in the Contract Documents. Packet Pg. 185 Item 13 PW\DEN001\668876 Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 8 Specification No. 91620 CONFORMED 8.CONTRACTOR’S REPRESENTATIONS 8.1. In order to induce Owner to enter into this Agreement, Contractor makes the following representations: 8.1.1. Contractor has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. 8.1.2. Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. 8.1.3. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. 8.1.4. Contractor has carefully studied: 1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and drawings of physical conditions relating to existing surface or subsurface structures at the Site if any, which have been identified in the Supplementary Conditions as containing reliable Technical Data, and 2) reports and drawings of Hazardous Environmental Conditions, if any, at the Site which have been identified in the Supplementary Conditions as containing reliable Technical Data. 8.1.5. Contractor has considered the information known to Contractor; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and Site-related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on 1) the cost, progress, and performance of the Work; 2) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Contract Documents; and 3) Contractor’s safety precautions and programs. 8.1.6. Based on the information and observations referred to above, Contractor does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. 8.1.7. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. Packet Pg. 186 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 9 ©Copyright 2019 CH2M HILL CONFORMED 8.1.8. Contractor has given Owner written notice of conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Owner is acceptable to Contractor. 8.1.9. The Contract Documents are generally sufficient to indicate and convey understanding of terms and conditions for performance and furnishing of the Work. 9.CONTRACT DOCUMENTS 9.1. Contents: 9.1.1. The Contract Documents that are incorporated into this Agreement (except as expressly noted otherwise) consist of the following, in their entirety: 9.1.1.1. This Agreement (pages 1 to , inclusive). 9.1.1.2. SRF Requirements as identified in the Contract Documents. 9.1.1.3. Federal Emergency Management Administration Requirements as identified in the Contract Documents. 9.1.1.4. Performance Bond (pages to , inclusive). 9.1.1.5. Payment Bond (pages to , inclusive). 9.1.1.6. Instructions to Bidders. 9.1.1.7. Invitation to Bid. 9.1.1.8. General Conditions (pages to , inclusive). 9.1.1.9. Supplementary Conditions (pages to , inclusive). 9.1.1.10. Specifications as listed in the Table of Contents of the Project Manual dated ________________, Volumes 1 to 7. 9.1.1.11. Drawings, each sheet bearing the following general title: “San Luis Obispo WRRF Project,” Volumes 8 to 10. 9.1.1.12. Design Details, Volumes 11 and 12. 9.1.1.13. Membrane Equipment System Drawings Bidding Requirements and Contract Documents, Specification No. 91539A, bound in Volumes 13A and 13B, and SUEZ Treatment Solutions mechanical and electrical submittal drawings, bound in Volume 14. February 2019 Packet Pg. 187 Item 13 PW\DEN001\668876 Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 10 Specification No. 91620 CONFORMED 9.1.1.14. Gun Range Demolition Work prepared by the City of San Luis Obispo Public Works Department Engineering Division dated February 14, 2019, bound in Volume 16. 9.1.1.15. Assignment and Assumption Agreement and Consent of Surety for Contract for Membrane Equipment System. 9.1.1.16. City of San Luis Obispo Standard Specifications and Engineering Standards dated May 2018, which can be obtained at https://www.slocity.org/home/showdocument?id=19925. 9.1.1.17. Addenda (numbers to , inclusive). 9.1.2. Exhibits to this Agreement (enumerated as follows), in their entirety: 9.1.2.1. Project Charter ________________________, dated ____________. 9.1.2.2. Permits from other agencies as may be required by law. 9.1.2.3. Community Workforce Agreement, dated ________________. [Contractor is required to sign separately.] 9.1.2.4. Contractor’s Bid (pages to , inclusive). 9.1.2.5. Documentation submitted by Contractor prior to Notice of Award (pages to , inclusive). 9.1.3. The following, in their entirety, which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: 9.1.3.1. Notice to Proceed (pages to , inclusive). 9.1.3.2. Written Amendment(s). 9.1.3.3. Field Order(s). 9.1.3.4. Work Change Directive(s). 9.1.3.5. Change Order(s). 9.2. All of the documents listed in this Paragraph 9 are incorporated into and made part of this Agreement as if fully set forth herein. 9.3. There are no Contract Documents other than those listed above in this Article. 1 10 December 5, 2018 (Documentation submitted by Contractor limited to Escrow Bid Documents) Packet Pg. 188 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 11 ©Copyright 2019 CH2M HILL CONFORMED 9.4. The Contract Documents may only be amended, modified, or supplemented as provided in the Contract Documents. 9.5. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. 10.ORGANIZATION OF CONTRACT DOCUMENTS 10.1. Organization of the Contract Documents into divisions, sections, and articles, and arrangement of drawings shall not control the Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade. 10.2. Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Owner’s Representative any conflict, error, ambiguity, or discrepancy which Owner discovers, should have discovered, or has actual knowledge of, and shall obtain a written interpretation or clarification from the RPR before proceeding with any Work affected thereby. 10.3. If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (i) any applicable Law or Regulation, (ii) any standard, specification, manual, or code, or (iii) any instruction of any Supplier, then Contractor shall promptly submit a written Request for Information (RFI) as provided in Section 01 26 13, Request for Information. Contractor shall not proceed with the Work affected thereby (except in an Emergency) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in the Contract Documents, and any Work performed by Contractor before receipt of an amendment or supplement shall be at Contractor’s own risk. 10.4. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and: 10.4.1. The provisions of any standard, specification, manual, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents); or 10.4.2. The provisions of Laws and Regulations, unless the interpretation of the Contract Documents would result in a violation of Laws and Regulations. Packet Pg. 189 Item 13 PW\DEN001\668876 Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 12 Specification No. 91620 CONFORMED 10.5. In resolving conflicts among any of the Contract Documents, the order of precedence shall be as follows: 10.5.1. Change Orders, most recent first; 10.5.2. SRF Requirements included as a Supplement to the Instructions to Bidders; 10.5.3. FEMA Requirements included as a Supplement to the Instructions to Bidders; 10.5.4. Agreement; 10.5.5. Membrane Equipment System Drawings Bidding Requirements and Contract Documents, Specification No. 91539A, bound in Volume 13A and Volume 13B, and SUEZ Treatment Solutions mechanical and electrical submittal drawings, bound in Volume 14; 10.5.6. Supplementary Conditions; 10.5.7. Technical Specifications; 10.5.8. Drawings; 10.5.9. General Conditions; 10.5.10. Instructions to Bidders; 10.5.11. Invitation to Bid; 10.5.12. Referenced Owner Standard Specifications; 10.5.13. Contractor’s Bid (Bid Form). 10.6. With reference to the Drawings the order of precedence shall be as follows: 10.6.1. Figures govern over scaled dimensions; 10.6.2. Detail drawings govern over general Drawings; 10.6.3. Addenda/Change Order drawings govern over Drawings; 10.6.4. Drawings govern over standard Drawings. 10.7. Notwithstanding the orders of precedence established above, in the event of conflicts, the higher standard, the higher quality and most expensive shall always apply. Packet Pg. 190 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 13 ©Copyright 2019 CH2M HILL CONFORMED 11.MISCELLANEOUS 11.1. Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions. 11.2. Successors and Assigns: Owner and Contractor each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 11.3. Severability: Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 11.4. Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826. 11.5. Notwithstanding any subcontract or other contract with any Subcontractor, Supplier, or other person or organization performing any part of the Work, this Contract shall be governed by the law of the State of California excluding any choice of law provisions. 11.6. Contractor and any Subcontractor, Supplier, or other person or organization performing any part of the Work agree that any action or suits at law or in equity arising out of or related to the bidding, award, or performance of the Work shall be maintained in the Superior Court of San Luis Obispo County, California, and expressly consent to the jurisdiction of this court, regardless of residence or domicile, and agree that this court shall be a proper venue for any such action. 11.7. Assignment of Contract: No assignment by a party hereto of any rights under or interests in the Contract shall be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment shall release or discharge the assignor from any duty or responsibility under the Contract Documents. Packet Pg. 191 Item 13 PW\DEN001\668876 Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 14 Specification No. 91620 CONFORMED 11.8. Contract for Membrane Equipment System: 11.8.1. The contract between Owner as “buyer” and SUEZ Treatment Solutions as “seller” for procurement of goods and special services (“procurement contract”) for the Membrane Equipment System is hereby assigned to Contractor by Owner, and Contractor shall accept such assignment. The Assignment and Assumption Agreement and Consent of Surety is attached to this Agreement and incorporated herein. 11.8.2. This assignment will occur on the Effective Date of the Agreement and will relieve the Owner as “buyer” from all further obligations and liabilities under the procurement contract. Contractor shall assume full responsibility for the performance of “seller” as a Subcontractor. Notwithstanding this assignment, all performance guarantees and warranties required by the “procurement contract” will continue to run for the benefit of the Owner and, in addition, for the benefit of the Contractor. Except as noted in the agreement between “buyer” and “seller,” all rights, duties, and obligations of Engineer to “buyer” and “seller” under the “procurement contract” will cease. 11.8.3. A copy of the Suez Membrane Equipment System Contract Documents and Submittal Drawings (Electrical and Mechanical) are provided as part of this Contract in Volumes 13A, 13B, and 14. These documents shall be used by the Contractor in the development of the Bid Price in addition to all other documentation provided within the Contract Documents. 11.9. Contractor’s Certifications: 11.9.1. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this paragraph: 11.9.1.1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in Contract execution; 11.9.1.2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract Price at artificial noncompetitive levels, or (c) to deprive Owner of the benefits of free and open competition; 11.9.1.3. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, noncompetitive levels; and Packet Pg. 192 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 15 ©Copyright 2019 CH2M HILL CONFORMED 11.9.1.4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 12.AUDIT 12.1. Contractor shall make available to Owner for auditing upon request, all relevant accounting records and documents, and other financial data, and upon request, shall submit true copies of requested records to Owner. 12.2. If Contractor submits a Change Order Request, a Request for Proposal, or a Claim to Owner, Owner shall have the right to audit Contractor’s books, records, documents, and other evidence. 12.3. The right to audit shall include the right to examine books, records, documents, and other evidence and accounting procedures and practices, sufficient to discover and verify all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred and for which the Claim has been submitted, including but not limited to job cost reports, estimates, bids, bid papers, documents of other work administered by the Contractor’s home office, and any and all other documentation relied upon by the Contractor to obtain this Contract. Owner shall have the right to make and take copies of any records examined. 12.4. The right to audit shall include the right to inspect Contractor’s plans, or such parts thereof, as may be or have been engaged in the performance of the Work. 12.5. Contractor further agrees that the right to audit encompasses all subcontracts and is binding upon Subcontractors. 12.6. The right to audit provided herein shall be exercisable through such representatives as Owner deems desirable during Contractor’s normal business hours at Contractor’s office. 12.7. In accordance with Government Code Section 8546.7, records of both Owner and the Contractor shall be subject to examination and audit by the State Auditor General for a period of three (3) years after final payment. Contractor shall make available to Owner any of the Contractor’s other documents related to the Work immediately upon request of Owner. In addition to the State Auditor’s rights described above, Owner shall have the right to examine and audit all books, estimates, records, contracts, documents, bid documents, subcontracts, and other data of the Contractor (including electronic records, computations and projections) related to negotiating, pricing, or performing the Work in order to evaluate the accuracy and completeness of the cost or pricing data, for a period of four (4) years after final payment. Packet Pg. 193 Item 13 PW\DEN001\668876 Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 16 Specification No. 91620 CONFORMED 12.8. The right to audit shall extend to the State Water Resources Control Board, Division of Financial Assistance, the Federal Emergency Management Agency, the California Office of Emergency Services and any other funding agencies (“Agencies”). The Agency may call for an audit of financial information relative to the Project if the Agency determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of state or federal requirements. If an audit is called for, the audit shall be performed by a certified public accountant independent of the Owner and at the cost of the Owner. The audit shall be in the form required by the Agency. 13.COMPLIANCE WITH THE COMMUNITY WORKFORCE AGREEMENT 13.1. This Project is subject to the City’s Community Workforce Agreement (CWA) which is included in the Contract Documents. Contractor and all of its Subcontractors shall comply with all provisions of the CWA, including but not limited to: 13.1.1. Contractor and Subcontractors must submit letter of assent agreeing to be bound by the CWA prior to start of Work. Contractor must sign and submit its letter of assent along with signed Agreement. 13.1.2. All workers performing work on the Project must be registered with the appropriate union hall for the trade or craft work they are performing. 13.1.3. Non-union contractors must use their own core workers in a one-to- one ratio with workers referred from the union hall up to the maximum number of core workers defined in the CWA. 13.1.4. All worker fringe benefits must be paid to the applicable union trust fund for the work being performed. 13.1.5. The Contractor shall coordinate with the union halls and make every reasonable effort to meet the goal of 30 percent of all work hours performed by Local Area Residents as defined by the CWA. Packet Pg. 194 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 00 52 13 - 17 ©Copyright 2019 CH2M HILL CONFORMED IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement in triplicate. One counterpart each has been delivered to Owner, Contractor, and Engineer. All portions of the Contract Documents have been signed or identified by Owner and Contractor or on their behalf. This Agreement will be effective on , 20 (which is the Effective Date of the Agreement). OWNER: By: Title: [CORPORATE SEAL] Attest: Title: Address for giving notices: (If Owner is a corporation, attach evidence of authority to sign. If Owner is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of this Agreement.) CONTRACTOR: By: Title: [CORPORATE SEAL] Attest: Title: Address for giving notices: License No. (Where applicable) Agent for service or process: (If Contractor is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.) END OF SECTION PCL Construction, Inc.City of San Luis Obispo Packet Pg. 195 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Performance Bond Recovery Facility Project February 2019 Specification No. 91620 00 61 13.13 - 1 ©Copyright 2019 CH2M HILL PERFORMANCE BOND 1.Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of San Luis Obispo (hereinafter referred to as “City”) has awarded to __________PCL Construction, In_________c._ (hereinafter referred to as “Principal”) a contract for construction of the public work of improvement known as the SAN LUIS OBISPO WATER RESOURCE RECOVERY FACILITY PROJECT (hereinafter referred to as the “Project”). WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated _____Feb___ruary ___20___19__ (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Principal is required by the Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of the Contract Documents. NOW, THEREFORE, we, _______________, the undersigned Principal and _____________________________________________, a corporation organized and existing under the laws of the State of _______________ and authorized to transact surety business under the laws of the State of California, as Surety, are held and firmly bound unto City in the sum of ___________________________ ($____________) lawful money of the United States of America, the sum being not less than One Hundred Percent (100%) of the total amount of the Contract, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including all guarantees of materials and workmanship; and shall indemnify and save harmless City, its officers and agents, as stipulated in the Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a condition precedent to the satisfactory completion of the Project, unless otherwise provided for in the Contract Documents, the guarantee obligation shall hold good for the full extent of any guarantee after the acceptance of the work by City, during which time if Principal shall fail to make full, complete, and satisfactory repair and replacements and totally protect City from loss or damage resulting from or caused by defective materials or faulty workmanship the above obligation in penal sum thereof shall remain in full force and effect. However, anything in this paragraph to the contrary notwithstanding, the obligations of Surety hereunder shall continue so long as any obligation of Principal remains. Nothing herein shall limit City’s rights or the Principal or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included all costs and reasonable expenses and fees, including reasonable attorney’s fees, court costs, expert witness fees and investigation expenses, incurred by City in enforcing such obligation. Whenever Principal shall be, and is declared by City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at City’s option: one hundred ten million, eight hundred fifty-six thousand, twenty-four dollars and seventy- seven cents 110,856,024.77 Packet Pg. 196 Item 13 PW\DEN001\668876 Performance Bond San Luis Obispo Water Resource February 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 61 13.13 - 2 Specification No. 91620 2.Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Principal by City under the Contract and any modification thereto, less any amount previously paid by City to the Principal and any other set offs pursuant to the Contract Documents. 3.Permit City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Principal by City under the Contract and any modification thereto, less any amount previously paid by City to the Principal and any other set offs pursuant to the Contract Documents. Surety expressly agrees that City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Principal in completing the Project nor shall Surety accept a bid from Principal for completion of the Project if City, when declaring the Principal in default, notifies Surety of City’s objection to Contractor’s further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract. including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, we have hereunto set our hands and seals this _____ day of ___________, 20___. BY: SURETY: BY: PRINCIPAL: Signature: Signature: Printed Name: Printed Name: Title: Title: Signatures of those signing for the Principal and Surety must be notarized and evidence of corporate authority attached. An original Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________. (The above must be filled in by corporate attorney.) Packet Pg. 197 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Performance Bond Recovery Facility Project February 2019 Specification No. 91620 00 61 13.13 - 3 ©Copyright 2019 CH2M HILL THE FOLLOWING INFORMATION IS MANDATORY Any claims under this bond may be addressed to: (Name and Address of Surety) ___________________________________________ ___________________________________________ ___________________________________________ (Name and Address of Agent or ___________________________________________ Representative for service of process in California, if different ___________________________________________ from above) ___________________________________________ (Telephone number of Surety and ___________________________________________ Agent or Representative for service of process in California) END OF SECTION Packet Pg. 198 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Payment Bond Recovery Facility Project February 2019 Specification No. 91620 00 61 13.16 - 1 ©Copyright 2019 CH2M HILL LABOR AND MATERIALS PAYMENT BOND KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of San Luis Obispo (hereinafter referred to as “City”) has awarded to _PCL ____________Construction, Inc._______, (hereinafter referred to as the “Principal”) _______________________ a contract for construction of the public work of improvement known as the SAN LUIS OBISPO WATER RESOURCE RECOVERY FACILITY PROJECT (hereinafter referred to as the “Project”); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated _____Feb___ruary___ 20___19__ (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, Principal is required to furnish a bond in connection with the contract described above; providing that if Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW, THEREFORE, we, the Principal and __________________________, a corporation organized and existing under the laws of the State of _______________ and authorized to transact surety business under the laws of the State of California as Surety, are held and firmly bound unto City in the sum of ______________ ($___________) lawful money of the United States of America, the sum not being less than One Hundred Percent (100%) of the total amount of the Contract, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if Principal, his or its Subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the Principal and his Subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to the Project, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to the Project, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any one hundred ten million, eight hundred fifty-six thousand, twenty-four dollars and seventy-seven cents 110,856,024.77 Packet Pg. 199 Item 13 PW\DEN001\668876 Payment Bond San Luis Obispo Water Resource February 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 61 31.16 - 2 Specification No. 91620 person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between City and original Principal or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract. including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, we have hereunto set our hands and seals this ___ day of ________________, 20__. BY: SURETY: BY: PRINCIPAL: Signature: Signature: Printed Name: Printed Name: Title: Title: Signatures of those signing for the Principal and Surety must be notarized and evidence of corporate authority attached. An original Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________. (The above must be filled in by corporate attorney.) THE FOLLOWING INFORMATION IS MANDATORY Any claims under this bond may be addressed to: (Name and Address of Surety) ___________________________________________ ___________________________________________ ___________________________________________ (Name and Address of Agent or ___________________________________________ Representative for service of process in California, if different ___________________________________________ from above) ___________________________________________ (Telephone number of Surety and ___________________________________________ Agent or Representative for service of process in California) END OF SECTION Packet Pg. 200 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Assignment and Assumption Agreement Recovery Facility Project and Consent of Surety Specification No. 91620 00 61 15 - 1 February 2019 ©Copyright 2019 CH2M HILL ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT OF SURETY THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered effective as of _________________________, by and among the City of San Luis Obispo (“Owner”), _______________________________ (“Contractor”), and Zenon Environmental Corporation dba Suez Water Technologies and Solutions (formerly known as Zenon Environmental Corporation dba GE Water & Process Technologies) (“Supplier”). WHEREAS, Owner and Zenon Environmental Corporation dba GE Water & Process Technologies entered into that Purchase Agreement dated _____________________, for the Membrane Equipment System (the “Purchase Agreement”) in connection with the construction of the work of improvement commonly known as the San Luis Obispo Water Resource Recovery Facility (the “Project”); WHEREAS, Zenon Environmental Corporation dba GE Water & Process Technologies has changed its name and is now known as Zenon Environmental Corporation dba Zenon Environmental dba Suez Water Technologies and Solutions, and the parties have reaffirmed that the terms of the Purchase Agreement remain in full force and effect as evidenced by that Acknowledgement of Name Change and Consent of Surety dated December 6, 2018, a copy of which is attached to this Assignment and Assumption Agreement as Exhibit A; WHEREAS, Owner and Contractor have entered into a certain Agreement for Construction of the Project, dated ____________________ (the “Construction Agreement”); and WHEREAS, Owner, Supplier and Contractor now desire to assign the Purchase Agreement from Owner to Contractor and have Contractor assume Owner’s obligations to Supplier on the terms set forth below. NOW, THEREFORE, the parties agree as follows: 1.Assignment and Assumption of Purchase Agreement. The documents comprising the Purchase Agreement are provided in Volume 13A and Volume 13B. In addition, the submittal information provided by Suez Treatment Solutions as part of the preassignment Work are provided in Volume 14. The parties agree that there are no other documents which form a part of the Purchase Agreement that are not listed herein. Subject to the terms and conditions below, Owner hereby grants and assigns to Contractor, and Contractor hereby assumes, all Owner’s rights and obligations in and under the Purchase Agreement for the purpose of administering the Purchase Agreement and enforcing the obligations of Supplier under the Purchase Agreement. Notwithstanding this assignment, Owner retains all of its contractual and other rights under the Purchase Agreement including, but not limited to, Owner’s rights of PCL Construction, Inc. October 25, 2017 Packet Pg. 201 Item 13 PW\DEN001\668876 Assignment and Assumption Agreement San Luis Obispo Water Resource and Consent of Surety Recovery Facility Project February 2019 00 61 15 - 2 Specification No. 91620 ©Copyright 2019 CH2M HILL review, approval, acceptance, and/or rejection of Supplier’s performance, whether said performance occurs before or after the date of this Assignment and Assumption Agreement. Any such exercise of rights by Owner shall have priority over any conflicting exercise by Contractor. 2.Obligations; Revocation of Assignment. The obligations undertaken by Contractor by this Assignment and Assumption Agreement is for the sole purpose of managing Supplier and administering the Purchase Agreement for the benefit of Owner in pursuit of the Project. Should the Construction Agreement be terminated, this Assignment and Assumption Agreement shall also automatically terminate. In addition, Owner may terminate this Assignment and Assumption Agreement at any time upon written notice to Contractor and Supplier. Upon a termination of this Assignment and Assumption Agreement, all rights and obligations assigned to Contractor shall revert to Owner. 3.Miscellaneous. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of California (without giving effect to principles of conflicts of law). This Agreement may not be modified, waived or amended except by a written agreement executed by the party against whom enforcement is sought. This Agreement may be executed (a) in counterparts, a complete set of which shall constitute an original, and (b) in duplicates, each of which shall constitute an original. Copies of this Agreement showing the true signatures of the respective parties, whether produced by photographic, digital, computer, or other reproduction may be used for all purposes as originals. All of the terms of this Agreement shall be binding upon the respective successors, assigns and legal representatives of (and shall inure to the benefit of and enforceable by) the parties and their respective successors, assigns and legal representatives. 4.Consent to Assignment. By signing below, Supplier hereby consents to Owner’s assignment of the Purchase Agreement to Contractor on the terms set forth in this Assignment and Assumption Agreement. Except as expressly modified by this Assignment and Assumption Agreement, Supplier agrees that the Purchase Agreement remains unchanged and in full force and effect. Packet Pg. 202 Item 13 PW\DEN001\668876 San Luis Obispo Water Resource Assignment and Assumption Agreement Recovery Facility Project and Consent of Surety Specification No. 91620 00 61 15 - 3 February 2019 ©Copyright 2019 CH2M HILL By their signature below, each of the following represent that they have authority to execute this Agreement and to bind the party on whose behalf their execution is made. I consent to the assignment as set forth above. SUPPLIER: Zenon Environmental Corporation dba Suez Water Technologies and Solutions By: Printed Name: Title: I consent to the assignment as set forth above. OWNER: City of San Luis Obispo, California By: Printed Name: Title: Approved as to form: I accept the assignment as set forth above. CONTRACTOR By: Printed Name: Title: Packet Pg. 203 Item 13 PW\DEN001\668876 Assignment and Assumption Agreement San Luis Obispo Water Resource and Consent of Surety Recovery Facility Project February 2019 00 61 15 - 4 Specification No. 91620 ©Copyright 2019 CH2M HILL SURETY’S CONSENT TO ASSIGNMENT In accordance with the provisions of the Purchase Agreement between the City of San Luis Obispo and Zenon Environmental Corporation dba Suez Water Technologies and Solutions (formerly known as Zenon Environmental Corporation dba GE Water & Process Technologies) (the “Seller”) dated ____________________________, _____________________________ (the “Surety”), issued Payment and Performance Bonds No. ______ (the “Bonds”) in connection with the Purchase Agreement, and has consented to Seller’s change of name, and hereby acknowledges the Assignment set forth above. Surety and Supplier agree that the assignment of Purchase Agreement in the Assignment and Assumption Agreement shall not exonerate or diminish or otherwise relieve Surety of any of its obligations as set forth in the Bonds. Surety: Supplier: Zenon Environmental Corporation dba Suez Water Technologies and Solutions By: By: Name: Name: Title: Title: Date: Date: Signatures of those signing for surety must be notarized and evidence of corporate authority attached. An original Power of Attorney authorizing the person signing on behalf of the surety to do so must also be attached hereto. END OF SECTION October 25, 2017 800031082 Packet Pg. 204 Item 13 City of San Luis Obispo 34 Community Workforce Agreement ATTACHMENT A LETTER OF ASSENT To be signed by all contractors awarded work covered by the Community Workforce Agreement prior to commencing work. [Contractor’s Letterhead] Community Workforce Coordinator ------------------------------- ------------------------------- Attn: __________________ Re: City of San Luis Obispo, Water Resource Recovery Facility Project, Community Workforce Agreement - Letter of Assent Dear Sir: This is to confirm that [name of company] agrees to be party to and bound by the City of San Luis Obispo, Water Resource Recovery Facility Project, Community Workforce Agreement effective _______, 2018, as such Agreement may, from time to time, be amended by the negotiating parties or interpreted pursuant to its terms. Such obligation to be a party and bound by this Agreement shall extend to all work covered by the Agreement undertaken by this Company on the project and this Company shall require all of its contractors and subcontractors of whatever tier to be similarly bound for all work within the scope of the Agreement by signing and furnishing to you an identical Letter of Assent prior to their commencement of work. Sincerely, [Name of Construction Company] By: ________________________________ Name: ________________________________ Title: ________________________________ Contractor State License No. ________________________________ Project: _____________________________ [Copies of this letter must be submitted to the Community Workforce Coordinator and to the Council per Section 2.4.2] Dec. 5 Packet Pg. 205 Item 13 Page intentionally left blank. Packet Pg. 206 Item 13 7/16/2019 Item 13 ‐ Staff Presentation 1 Water Resource Recovery Facility Project Construction Contract Award – July 16, 2019 WRRF Project Progress 2 Bidding is complete! Today’s meeting Award construction contract • Key Milestone 1 2 7/16/2019 Item 13 ‐ Staff Presentation 2 Bidding Period: March 13th to May 20 th 3 • Efforts to prepare bid • Bid Strategy: 4 additive bid alternates to preserve award flexibility • Award recommendation will meet our permit compliance Bid Item Description 1 Water Resource Center 2 Demonstration Wetlands 3 Builder’s Risk Acts of God Endorsement ($55M) 4 Builder’s Risk Acts of God Endorsement ($100M) Bid Results: May 23rd 4 • 5 Pre-qualified contractors • PCL Low Bid: $110,856,024.77 • Construction Budget: $111,600,000 • Competitive bidding environment • Geographical constraints • Waive minor irregularities Contractor Base Bid Additive Alternate Bid Items TotalWater Resource Center Demo. Wetlands Builder’s Risk Acts of God Endorsement $55M $100M Kiewit $131,643,573 $39,500,000 $4,000,000 $144,200 $365,000 $175,652,773 PCL $110,581,025 $20,000,000 $850,000 $175,000 $275,000 $131,881,025 WM Lyles $114,912,000 $32,114,319 $3,939,000 $228,000 $343,000 $151,536,319 (Packet page 172) 3 4 7/16/2019 Item 13 ‐ Staff Presentation 3 5 SOCIAL ECONOMICENVIRONMENTAL Triple Bottom Line Value 6 Social Benefits Improved Public Tour Route with Interpretive Features Educational Opportunities Workforce Development Science Discovery – Elementary School Tours Cal Poly Research Partnership Cuesta College Partnership Odor Control 5 6 7/16/2019 Item 13 ‐ Staff Presentation 4 7 Environmental Benefits Improve Water Quality in San Luis Obispo Creek Maximize Recycled Water Production Reliable Compliance Increase Gas Production Energy Efficient Equipment 8 Economic Benefits Increased Capacity to Support General Plan and Major City Goals Increased Operational Efficiencies Robust Treatment Process Replacement of Aging Infrastructure Flood Protection of Critical Infrastructure 7 8 7/16/2019 Item 13 ‐ Staff Presentation 5 Sewer Fund 9 • Request to use unreserved working capital • Currently at $18 Million for the Project • Goal to preserve the momentum of the project • Staff will return to Council to update scope and budget of the project • Final loan amount to be determined at end of project Project Funding in Place 10 $140 million low-interest loan (approved) Includes $4 million principal forgiveness $78,125 grant for value engineering (approved) $1,314,540 grant for MBR and UV (approved locally, pending State approval) $2 million grant for flood protection improvements (approved) 9 10 7/16/2019 Item 13 ‐ Staff Presentation 6 Community Workforce Agreement 11 • Compliance with contract documents • By contractor and subs-contractors • Monthly monitoring of labor hours • Goal is 30% of all hours performed by local area residents • What does this mean? (Packet page 194) Materials 30% Community Workforce Agreement 12 Typical contracts: Labor $33M (30% Goal by CWA) Equipment 11 12 7/16/2019 Item 13 ‐ Staff Presentation 7 Local Workforce Engaged 13 Total contract amount awarded to local subcontractors. $18.6M Estimated value of labor to be performed by local residents (local labor hours goal set by Community Workforce Agreement) $10M • Estimated value of labor at $6 million on Day 1 for payroll • Leveraging money for community • Additional outreach by contractors (Packet page 174) Santa Maria Arroyo Grande Grover Beach Communications and Outreach 14 • Social Media • Project Videos •FAQs • Press Releases Communications Plan • Project Website (www.slowrrfproject.org) 13 14 7/16/2019 Item 13 ‐ Staff Presentation 8 What’s Ahead? 15 Key Milestones: • Agreement Received from PCL – July 16, 2019 • Notice to Proceed – September 2019 • Groundbreaking – Fall 2019 • MBR and UV Systems Complete – December 2021 • Construction Complete – March 2023 slowrrfproject.org Questions? 16 15 16 7/16/2019 Item 13 ‐ Staff Presentation 9 Recommendations 17 1) Award a contract to PCL Construction in the amount of $110,581,024.77 for the Water Resource Recovery Facility (WRRF) Project, Project No. 91219, formerly Specification No. 91620 and waive minor irregularities; and 2) Authorize the purchase of builder’s risk insurance for $100 million from PCL Construction in the amount of $275,000; and 3) Authorize the Finance Director to utilize Unreserved Working Capital from the Sewer Fund to ensure adequate WRRF Project cash flow when considered necessary. Other slides 17 18 7/16/2019 Item 13 ‐ Staff Presentation 10 CWA - Attachment B Tier 4 – All zip codes in Ventura Co. Renewed NPDES Permit 19 20 7/16/2019 Item 13 ‐ Staff Presentation 11 Flow Schematic 21