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Home My WebLink AboutBUDGET & FINANCE AGENDA 04-03-06f- BUDGET AND FINANCE COMMITTEE Chair Lucey Member Boneysteele Monday, April 3, 2006 3:30 p. m. CSO Conference Room 1250 Springbrook Road Walnut Creek; California 1. CALL MEETING TO ORDER 2. PUBLIC COMMENTS District 3. OLD BUSINESS a. Receive all agreements under $30,000 ("no-bid") from January 1, 2006 forward. b. Receive copy of Dan Cortinovis contract 4. CLAIMS MANAGEMENT 5. REPORTS/ANNOUNCEMENTS 6. REVIEW EXPENDITURES 7. ADJOURNMENT A ~, kecycled Paper ., • Central Contra Costa Sanitary District March 31, 2006 TO: BOARD BUDGET AND FINANCE COMMITTEE FROM: RANDALL MUSGRAVES DEBBIE RATCLIFF /J~. SUBJECT: March 13, 2006 Finance Committee Meeting There were two outstanding questions from the last Board Budget and Finance Committee meeting which required additional staff research. The questions and answers are provided below: 1. Page 8, 159760 Pretech -What service does this company provide to the District? Is there a contract and what is the total contract amount? The District has an annual contract with Pretech to provide a monthly vibration analysis on critical equipment. A report is written on anything that is abnormal, to allow staff to take proactive action. This costs the District about $27,600 a year. Staff is also looking at what it would cost to buy the equipment needed to do vibration analysis studies in-house. 2. Page 17, 159841 -Expert Tree Service -Where was the poison oak removed? CSO has chosen to routinely use Expert Tree Service to remove poison oak in areas where they plan to work. This is to avoid exposure to CSO personnel who do not routinely remove poison oak. The poison oak was removed at 54 Heather Lane in Orinda to gain access to a manhole for a line segment that needed to be cleaned. Recently, in the case of gaining access to a manhole that was overflowing, due to the pressure of time, CSO staff removed the poison oak. Working in this area resulted in two employees contracting cases of poison oak that resulted in multiple days of lost time. 9 i (~r r ri ~ ,, f~,C ...^ ti,~. f _.,..3 - Ir - v ~' ~. ~, ~' Per Y ~ ~ 4? ~!' eJj' . ~ ~~ f `~ "A.~ t i. u .. fill F K I ' a i ~ I `~ l tyf i ~ ~i t ~ r. ~ y' V _ ~ ~r r ~' ~ ~ ~` ~': .~ ~~ r ~" < ~,. 1. ~ ~. ~~~ ~~ v ~~~ it ~~~ ~ ~q~~~ f r .t O 1 ~ s ~ ~ -^M ~ i ~ ~ . ie ~ ~ ~~ <, W _ .J LL ~ ,,, v N. p r n ~.r4 ~ t~ ~ e~ i ~ } O Y ~~ 911 ~ s ~ ~ ~' ~ f~ 1. ~k~ -' ~ k. ~~ PrE ~ 2 t 4 t rt ti: 3-,.,.. t ~.1~ ~ C l . ~ ~t AA {}y[ 2 I Y` ~ '~ ~'~~ '. ~ ~ ': i ~ i E: i 1~ 1 3 "'~ + "t - ~ ~ r if ~..~wH ~ s. - I~ ~ `~ r,a ~'fr Z , ~ x "Ltir~y ~~ ~+ 1 s ~~. ~ ~ . =, ~ r i t. ~ b ,... ,.` 4 to ~~J ~ ~ ~( -1- t, ~ `~ ~ ~ 1 ,z _ ~ ~ '~13' 7 '~~ /~ _ ~ { ~- < ~ 4 1 d ( JI~~y~` y ~. _ iii i !~ 1 r .a ,. , }~ ry ,. ~~/ ,r ~ - ~ n , ~., ".~ r _f~ ~,t o n y ,~~Eq ~ ~ ~ /' ~ t_v .; y~rc ~~~ jam' ~+!' II ~~ ~ I~j'Z ~. ~"+.... 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' .. - . ./'~(]y~ 1~ -~ ~~ ~ J dl `~ .f_ J r~ t ~ 17. 1 1 4c'y; '"~ '` Y ~~ a~ 14 ~^Y I,e ` ~ t ~ ~ ~yr~ ~,f ~`}~1 S~I° ,f _ ~ 4 ~~`i I e a~'"`~.- ~ ~'ti r ~ c¢ _~ e~,~~,L 3 x ~I+w ~'~L+ GQ ~~~.+~`*_: ;r! , .111 ~rilq xi? sq s -f~$.~r~ ~ \'" ~~ ~~5., 1~ ~ 11". t 1 ~`k h `hl~r~J1 T i~ ~.~ I~''~ ~ 1 A, `' ;n -11.y.. 11 (~ .!t ttii '" / jT~t 7f'tt i •-r. ~~7pp ~~~i s#~r.~ ). ,y.l y"1~. •~ v_". ~. ~' // ~r~..~ NYC s 1 ~ ~ ~ ~ ~.~ "~~(}¢}'~ tsv7~' ~~~'- ~. ~ S 4~ :"Z' Central Contra Costa Sanitary District March 30, 2006 TO: Budget and Finance Committee VIA: Chuck Batts, General Manager FROM: Jim Warrington, Purchasing and Materials Mana SUBJECT: Information on 2006 Agreements As requested, I am reporting on those agreements created between Jan. 1, 2006 and March 10, 2006, which were of a value of less than $30,000.00. For this period our purchasing system indicates that there were ten agreements with a total value of approximately $ 80,259. Six of these agreements were actually purchase orders rather than the standard professional consulting agreement, technical services agreement, or the professional engineering agreement documents. Purchasing staff has labeled these purchase orders as agreements because there is a maintenance and/or service agreement component to the purchase. A copy of all ten purchasing documents is attached (Attachments #1 - #10). In addition, I have attached a copy of Agreement No. 031117 with Dan Cortinovis as was also requested (Attachment#11). Attachments C:\Documents and SettingsUWARRINGTONUAy Documents\033006 Memo to B&F Committee.doc r~ ~~~~ PURCHASE ORDER Central Contra Costa Sanitary District 5019 Imhoff Place, Martinez, CA 94553-0392 (925) 22&9500 SELLER: ACCELA,INC. 701 GATEWAY BOULEVARD SUfTE 151 SOUTH SAN FRANCISCO CA 94080-7009 IhUJI ~El PURCHASE ORDER NUMBER 031331 PAGE 1 CONFlRMING TO: BOB SUMMERS ORDER DATE: 1/05/2006 REQUISITION NO.: SUPPLIER NO.: 9041 53072-3880 ~ PAVMEPfTTERMS: NET/30 SHIP VIA: SHIP TO: 5018 IMHOFF PLACE MARTINEZ CA 94553-4392 DELIVERY DATE: 12/14/2005 SHIPPING TERM: ~ FOB DESTINATK)N 1 26 !EA MAINTENANCE - CEO; 442.390 11502.14 I ACCELA SOFTWARE & MAINTENANCE SIIPPORT FOR "ASSET MANAGEMENT SYSTEM" (14 WORK STATION & 12 FIELD LICENSES);, JIILY 1, 2906 THRII JIINTs 30, 2007 2 2 'EA ': MAINTENANCE - CAPITAL 442.3901: .884.78 PROJECTS;'ACCELA SOFTWARE & MAINTENANCE SIIPPORT FOR "ASSET MANAGEMENT '! SYSTEM" (2 WORK STATION LICENSES), JIIL7C.1, 2006 'i THRII JIINE 30, 2007 3 2 'EA !:MAINTENANCE - 442.390 i ENVIRONMENTAL; ACCELA SOFTWA1E & MAINTENANCE SIIPPORT FOR "ASSET MANAGEME '' (2 WORK STATION LICENSES) , .TiIILY 1, 2OOf JL7NS 30, 2007 ~ pc~ o ~--t Qpn' `v~w'r ocJ-zi~z-t~rn.,.~ !. MD O~ 't1o,.rq. ~ 2 ~ t e_Frv~asS .~-~ . tvJo~c,Etp ~,/PF,~ ~jo 03 12-"1`1- se 884.78 T SYSTEM° THRII ~`PPru~D T 'd`k'-c~ S 13271.70 SUB-TOTAL 3 SALES TAX Approved By: gy; ~ Lkr CHRIS NEWKIRK rmess In aeceptirg tlrffi order, Seller agrees to fumkh the goods specMled In Tull aeeordanee wlth all eorWitions stated on face and arty other page made a pan of Urk order or revisbn hereto. f~ttinr~rV~~ ~ 2 District FAX: (925) 825-1437 CHARLES W. BA778 Genera/ MawRrr KF.N%UN L. ALM Counsel for the Dirnin (51 a) 80B-1000 ELAINE R. BOEHM/:' Secretary oJthe Divtnn AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND BRUCE WEGNER AGREEMENT N0. 031460 THIS AGREEMENT is made this 21 day of M&rch 2006, by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, 5019 Imhoff Place, Martinez, California, hereinafter called the "DISTRICT," and BRUCE WEGNER, 190 Avenida La Pata, San Clemente, California, hereinafter called "CONSULTANT." In consideration of the mutual promises contained herein, the parties agree that this Agreement will be performed in accordance with the following conditions: ARTICLE 1 SERVICES OF CONSULTANT 1.1 CONSULTANT shall perform certain professional consulting services described in the attached Exhibit A, Scope of Work, which is by reference incorporated herein. Where not specifically addressed, such services shall include all services normal and customary to CONSULTANT'S profession and incidental thereto. 1.2 It is expressly understood between the parties that no employer/employee relationship is intended. The relationship of CONSULTANT to the DISTRICT is that of an independent CONSULTANT. The DISTRICT will not be required to make any payroll deductions or provide Workers' Compensation Insurance coverage or health benefits to CONSULTANT. C:\D000ME-1Wholt\LOCALS-1\TempVvlXLibDir\031460.doc Contrail and Agreements/ Bruce Wegner, Living in a Fishbowl Presentation, Jim Kelly, 031460.doc Page 1 of 10~ i, Reryded Paper ARTICLE 2 PERIOD OF PERFORMANCE 2.1 The completion schedule for the work described in Exhibit A is as follows: ALL TASKS: March 22, 2006 2.2 It is expected that the work shall begin on March 22, 2006 and shall be completed in accordance with the above schedule. No expenses or costs shall be reimbursed which are incurred prior to the effective date of this Agreement, or subsequent to the termination date without the written mutual agreement of the parties. Time is of the essence for this Agreement. ARTICLE 3 COMPENSATION 3.1 It is agreed that the total compensation to be paid to CONSULTANT for the services described in Article 1 herein and covered by this Agreement shall not exceed the total maximum allowable fee of $1225. The fees payable by the DISTRICT will be ascertained by multiplying the number of hours worked by CONSULTANT at hourly rates shown on Exhibit B, which is hereby made a part of this Agreement. Payment will be made by the DISTRICT within thirty (30) calendar days after receipt of an invoice which shall include the Agreement number and the DISTRICT'S Project Manager's name, from CONSULTANT, provided that all invoices are accompanied by sufficient cost documentation to allow the determination of the reasonableness or accuracy of said invoice. In the event that a payment dispute arises between the parties, CONSULTANT shall provide to the DISTRICT full and complete access to CONSULTANT'S labor cost records and other direct cost data and copies thereof, if requested by the DISTRICT. CONSULTANT shall notify the DISTRICT when the cost incurred for the work total approximately seventy-five percent (75%) of the cost ceiling. With the notification, CONSULTANT shall indicate whether the sum of the current costs incurred plus the estimated total cost to complete the task or tasks set forth in the Scopes(s) of Work, shall be greater or less than the cost ceiling. Receipt by the DISTRICT of said riotification that the cost of completion of all tasks shall exceed the established cost ceiling will not constitute an approval or authorization to increase the established cost ceiling or a waiver of any rights which the DISTRICT may have under this Agreement. In no event shall CONSULTANT be entitled to compensation over and above the original maximum allowable fee set forth above, where changes in the scope of the Assignment or the time for performance are necessitated by the negligence of the CONSULTANT or any subcontractor performing under it. C:\DOCUME-1\aholt\LOCALS-1\Temp\MXLibDir\031460.doc Contract and Agreements/ Bruce Wegner, Living in a Fishbowl Presentation, Jim Kelly, 031460.doc Page 2 of 10 3.2 CONSULTANT shall, at no cost to the DISTRICT, prepare any necessary rework occasioned by CONSULTANT'S failure to provide the services specified in Article 1, herein, in a satisfactory manner, due to any act or omission attributable to CONSULTANT, or its agents, including subcontractors. ARTICLE 4 GENERAL PROVISIONS 4.1 All notices to either party by the other shall be made in writing and delivered or mailed to such party at their respective addresses as follows„or to other such address as either party may designate, and said notices shall be deemed to have been made when delivered or five (5) days after mailing. To the DISTRICT: CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Attention: Anthony Holt Agreement No: 031460 Telephone: .925-229-7312 To CONSULTANT: BRUCE WEGNER 190 Avenida La Pata San Clemente, CA 92673 Attention: Bruce Wegner Telephone: 949-361.-1022 4.2 No subcontracts shall be awarded by CONSULTANT unless prior written approval is obtained from the DISTRICT. 4.3 CONSULTANT_shall_not assign this Agreement or any portion of it nor delegate -any-duties-under-this-Agreement-unless prior wr-itten approval-is obtained from the DISTRICT. 4.4 No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. The parties acknowledge that the written terms of this Agreement constitute the complete intent and understanding of the parties and that no additional agreement exists between the parties as to any term or terms other than that expressed in this written Agreement. C:\DOCUME-1\aholt\LOCALS-1\Temp\MXLibDir\031460.doc Contract and Agreements/ Bruce Wegner, Living in a Fishbowl Presentation, Jim Kelly, 031460.doc Page 3 0(10 4.5 CONSULTANT agrees that the DISTRICT will have access to and the right to examine any directly pertinent books, documents, papers, and records of any and all the transactions relating to this Agreement. 4.6 If any term, covenant, or provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. 4.7 In the event that either the DISTRICT or CONSULTANT brings an action or proceedings for damages for an alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover as part of such action or proceeding, all litigation and collection expenses, including witness fees, court costs, and reasonable attorneys' fees. 4.8 All rights, title, royalties, and interest to all work product of CONSULTANT resulting from its performance under this Agreement, including drawings and specifications, data, reports, estimates, software, summaries and any other such information and materials as may be accumulated by CONSULTANT in performing work under this Agreement, whether complete or in progress, shall be vested in the DISTRICT and none shall be revealed, disseminated, or made available by CONSULTANT to others without the prior written consent of the DISTRICT. 4.9 If CONSULTANT is an individual or sole proprietor, CONSULTANT must furnish its Social Security Number (SSN). If CONSULTANT is a corporation or partnership, CONSULTANT must furnish -its Federal Employer Identification Number (FEIN). CONSULTANT shall complete the Taxpayer I.D. Number section below. ARTICLE 5 TERMINATION 5.1 Either party may terminate this Agreement, in whole or in part, in writing, if the other party fails to fulfill its obligations under this Agreement through no fault of the terminating party. However, no such termination may be affected unless the other party is given not less than ten (10) calendar days' written notice (delivered by Certified_Mail, return receipt requested) of the intent to terminate. 5.2 Upon termination of this Agreement for any reason or upon receipt of a termination notice, CONSULTANT shall promptly discontinue all services affected, unless the notice directs otherwise, and deliver or otherwise make available to the DISTRICT all data, drawings, specifications, reports, estimates, summaries and such other information and materials as CONSULTANT may have accumulated in performing this Agreement, whether completed or in progress. C:ID000ME-1\aholtlLOCALS-11TemplMXLibDir\031460.doc Contract and Agreements! Bruce Wegner, Living In a Fishbowl Presentation, Jim Kelly, 031460.doc Page 4 of 10 De~e+~d C SULTANT shall secure and maintain in full force and effect at its own cost a exp se until the completion of all services such insurance as shall protect it and e DIST CT in such a manner and at such amounts as set forth below. The pre ms for sai surance coverage shall be paid by CONSULTANT. Said policies of ins ance shall stip ate that this insurance shall operate as primary insurance, and that other insurance ected by the DISTRICT or other named insured will be called on cover a loss covere hereunder. ' 6.1 The DI RICT shall be furnished with certificates of insuran and original endorsem is affecting coverage, signed by a person authoriz by the insurer 6.2 6.3 to bind cov age on its behalf verifying the insurance cover a as required by this Agreeme .These certificates of insurance and origin ndorsements shall be delivered t he DISTRICT within fifteen (15) calend days of execution of this Agreement: II insurance certificates and origin endorsements must be received and app ved by the DISTRICT prior to commencement of any work under this Ag ement. The DISTRICT res es the right to require and have delivered comp a and accurate copies o II insurance. policies required under this Agreement. The insurance policies cert ' d for com the following provisions or ha them irn with this Agreement shall include ed by endorsements: 6.2.1 Coverage prov coverage. SULTANT's policies shall be primary 6.2.2 The DISTRICT s II recei thirty (30) days prior written notice of a policy cancellat' nor reductl in coverage. CONSULTANT shall pro a insurance cover a through carriers which have at least an "A" policyhold s rating and a "VII" fi ncial rating in accordance with the current Best's Ke sting Guide. 6.4 In the event any tinge is made in the insurance c ier, policies, or nature of coverage requ d under this Agreement, CONSULT T shall be required to notify the DI ICT prior to making such changes. 6.5 The ins nce provided under this Agreement shall includ olicies providing covers to include each of the requirements set forth below amounts which mee r exceed the minimums set forth herein: 1 Workers' Compensation CONSULTANT shall maintain . Workers' Compensation Insurance as required by law in the State of California and C:IDOCUME^11ahoItILOCALS-1\Temp\MXLibDir\03~460.doc Contract and Agreements/ Bruce Wegner, Living in a Fishbowl Presentation, Jim Kelly, 031460.dx ~ Page 5 of 10 De Employers' Liability Insurance (including disease coverage) in amount not less than $1,000,000 per occurrence. This insura e shall also waive all rights of subrogation against the DISTRI ,its employees, representatives and agents. .5.2 General Liability CONSULTANT shall obtain and keep in full fo and effect general liability insurance including provisions or contractual liability, personal injury,. independent contractor ,and. broad form property damage coverages. This insura a shall have an endorsement or policy language naming e DISTRICT as an additional insured and with standard ss liability clause or ndorsement. The limit for this insura a shall be not less than 000,000 per occurrence combi d single limit for bodily ink and property damage. 6.5.3 Autorrr~bile Liability CONSUL NT shall maint ' automobile liability insurance with coverage any vehicle i uding those owned, leased, rented or borrowed. is insuranc shall have an endorsement naming the DISTRICT as n add' nal insured and with a standard cross liability clause end ement. The limit amount for this insurance shall be not les an $1,000,000 per occurrence combined single limit for bo injury` and property damage. ARTICLE 7 INDEMNITY 7.1 CONSULTANT shall ind nify, hold mless and assume the defense of, in any actions at law or i equity, the DIS ICT, its officers, employees, agents, and elective and app five boards, from I claims, losses, damage, including property damage, p sonal injury, includin death, and liability of every kind, riature and descrip ' n, arising out of or in an ay connected with the negligent acts, errors or o ssions, or the willful misco uct of CONSULTANT or any person directly indirectly employed by, or actin as agent for, CONSULTANT, directly or indir fly related to the provision of any fessional services provided --hereunder, t-not--including-the~ole-or--ac-five egligence, or the willful misconduc of the DISTRICT. This indemnificatio hall extend to claims, losses, d age, injury and liability for injuries occurrin ffer the completion of the afo aid operations, arising from CONSULTANT's wo Su fission of insurance certificates or submission of other of of compliance w the insurance requirements does not relieve CONSULT T from liability der this indemnification and hold harmless clause. The ob lions of this indemnity article shall apply whether or not such insurance polici shall have C:\DOCUME-1\aholt\LOCALS-1lTemp\MXLibDir\031460.doc Contract and Agreements) Bruce Wegner, Living in a Pishlwwl Presentation, Jim Kelly, 031460.doc Page 6 of 10 z>~~~ / • been 7.2 The DISTRICT reproduction of use" in the pert for any such inf to be applicable to any of such damages or claims for :s not authorize the impermissible use of any atent of the opyrighted material by CONSULTANT w ' exceeds "fair a~of this Agreement. CONSULTANT ' olely responsible CONSULTANT shall indemnify DISTRICT a any and all losses, damage, cos expenses, incurred as a result of or in connect) with infringement or alleged infringement of a to arising out of the use of the equipment m r Agreement or specified by or pr ured by processes or actions employed , or on behalf with the performance of this Bement. in~Yand save it harmless from ,~ attorneys' fees suffered or claims or actions based upon copyright, or trade secret, and s utilized to perform under this DNSULTANT, or out of the CONSULTANT in connection 7.3 CONSULTANT shall indemnify the DISTRICT agains d save It harmless from any and all to ,damage, costs, expenses, and attorne 'fees suffered or incurred on acc t of any breach by CONSULTANT, or its em ees, agents, or subcontra rs, of the aforesaid obligations and covenants, and any other provisions or covenant of this Agreement. C:\DOCUME-1Wholt\LOCALS-1\Temp\MXLibDir\031460.doc Contract and Agreements/ Bruce Wegner, Living in a Fishbowl Presentation, Jim Kelly, 031460.doc Page 7 of 10 IN WITNESS WHEREOF, the parties hereto have executed the Agreement in the day and year first above written. BRUCE WEGNER By: Name Printed: P.~Yl1C~W2gY~f Title: Date: MarCYt 21.~2000p By: Name Pri Title: Date: Taxpayerl.D: SSN 5 lp 3 - ~ 3 - I ~ ~ O FEIN - CENTRAL CONTRA COSTA SANITARY DISTRICT By~~. .~ . _ 3~2 r ~, r1 ~u=~t~a~v Pu woo Naniiav~- - --- Date: C:\DOCUME-1\aholt\LOCALS-1\Temp\MXLibDir\031460.doc Contract and Agreements/ Bruce Wegner, Living in a Fishbowl Presentation, Jim Kelly, 031460.doc ~ Page 8 of 10 EXHIBIT A SCOPE OF WORK AND FEE PROPOSAL • Consultant shall conduct two presentations that focus on ethics and the reality of working in a public sector. TopICS 1) Understanding the democratic process 2) Customer Service 3) Loyalty to the organization 4) Making ethical decisions Delivery of Training The Consultant shall provide training on March 22, 2006 at the District offices at 5019 Imhoff Place, Martinez, Ca. There will be a total of two presentations. Starting times for the presentations are 6:45 am and 10:00 am. Presentations are two and half-hour long. Cost • Labor rate is $150 per hour • Training, not to exceed 5 hours (2 'h hours each presentation) for Living in a Fish Bowl x $150/hour = $750 • Airfare: $250 (round trip) • Hotel: $175 (one night) • Meals: $50 (total) Total estimate cost = $1225 District shall provide the following: Training room with tables and chairs Projection screen VCR and Monitor C:\DOCUME-1\aholt\LOCALS-1\Temp\MXLibDir1031460.doc Contract and Agreements/ Bruce Wegner, Living in a Fishbowl Presentation, Jim Kelly, 031460.doc Page 9 of 10 ~F~ ULF~~ ' PUR~ASE ORDER PU ASE ORDER NUMBER 031388 Central Contra Costa Sanitary District PAGE 1 5019 Imhoff Place, Martinez, CA 94553-4392 (925) 228-9500 CONFIRMING TO: MICHELLE DEBOVES ORDER DATE: 1/26/2006 SELLER: ESRI, INC. 380 NEW YORK STREET REQUISITION NO.: 0000034620 REDLANDS CA 92373 SUPPLIER NO.: 9205 909-793-2853 PAYMENT TERMS: NET/30 SHIP VIA: BEST WAY SHIP TO: LOCATIONS AND QUANTITIES DELIVERY DATE: 12/18/2006 SPECIFIED FOLLOWING ITEM SHIPPING TERMS: s - • • 1 1 'PK SERVICE AND MAINTENANCE 400.0001: 400.00 :'FOR ARC-GIS `*** SHIPPING INSTRUCTIONS *** 1 €TO:NOT APPLICABLE CA N/A 2 3 PK '::SERVICE AND MAINTENANCE 168.220 `. 564.66 !:FOR ARC-GIS *** SHIPPING INSTRUCTIONS *** 3 TO:'iNOT APPLICABLE CA N/A 3 2 iPK SERVICE AND MAINTENANCE 300.000 600.00 FOR ARC-GIS $ SUB-TOTAL $ SALES TAX Approved By: By: ANTHONY HOLT imeye In accepting this order, Seller agrees to tumish the goods specified in full accordance with all conditions stated on face and any other page made a pan of this order or revisbn hereto. PU ASE ORDER NUMBER 031388 ~ PURC~ASE ORDER Central Contra Costa Sanitary District PAGE z 5019 Imhoff Place, Martinez, CA 94553-4392 (925) 22&9500 CONFIRMING To: MICHELLE DEBOVES ** CONTINUED ** ORDER DATE: 1/26/2006 SELLER: ReoulslnoN No.: 0000034620 SUPPLIER NO.: 9205 PAYMENT TERMS: NET/30 SHIP vIA: BEST WAY SHIP TO: NOT APPLICABLE LOCATIONS AND QUANTITIES DELIVERY DATE: 12/18/2006 SPECIFIED FOLLOWING ITEM SHIPPING TERMS: *** SHIPPING INSTRIICTIONS *** 2 TO:€ NOT APPLICABLE NOT APPLICAB CA N/A .}~ Quote # 25169616 Maintenance good thru 12/18/:06 AH* Approved By: $ 1564.66 SUB-TOTAL $ / 129.08 SALES TAX By: unsse In accepting this order, Seller agrees to furnish the goods specified in full accordance with all conditions stated on face and any other page made a part oT this order or revision hereto. i~~~C~I PURCHASE ORDER Central Contra Costa Sanitary District 5019 Imhoff Place, Martinez, CA 94553-4392 ~M~~ ~- PURCHASE ORDER NUMBER 031383 ~', PAGE 1 (925) 228-9500 - CONFlRMINGTO: KIMBERLY MAURER ORDER DATE: 1/25f2006 I SELLER: DLT SOLUTIONS, INC. I ~ ~(~ ~ SµY11~15C l(al~ REQUISITION NO.: 0000034621 `j`w`~[ ~'I00 JA SUPPLIER NO.: 8284 ~~~„g,,, aonl 877-617-4447 PAYMENiTERMS: NET SHIP VIA: UPS GROUND SHIP TO: 5019 IMHOFF PLACE MARTINEZ CA 94553-4392 DELIVERY DATE: 1/28/2006 SHIPPING TERMS: 1 1 LOT REVEW SOFTWARE 3596.000 MAINTENANCE FOR AIITODESR SOFTWARE ANNUAL SUBCRIPTION RENEWALS :FOR AUTOCA MAPGUIDE 6.5 FROM 1/25/06 THRU 3/21/07 AH* SUPPLIER PART NO. - QUOTE NQI. 92-9883 3596.00 '.2006 AND $ 3596.00 SUB-TOTAL $ 296.67 SALES TAX Approved By: By: i.navs In accepting [hls order, Seller agrees to furnish the goods speciged in NII accordance with all conditions stated on face and any other page made a part of this order or revision hereto. ~t,1~.~i~ ~ 5 • ' PU R ~AS E ORDER PUR ASE ORDER NUMBER 031447 Central Contra Costa Sanitary District PAGE 1 5019 Imhoff Piece, Martinez, CA 94553-4392 (925) 228-9500 CONFIRMING TO: TASHA DAUPHIN ORDER DATE: 2/10/2006 SELLER: HTE VAR, LL.C. REQUISITION NO.: 0000034680 3188 MERCER UNIVERSITY DR SUITE 100 i CHAMBLEE GA 30341 SUPPLIER NO.: 8826 770-220.1846 PAYMENT TERMS: NET/30 SHIP VIA: SHIP TO: 5019 IMHOFF PLACE MARTINEZ CA 94553=4392 DELIVERY DATE: 2/08/2006 SHIPPING TERMS: FOB SELLERS PLANT • ~ • • 1 2 `EA °S ANNUAL MAINTENANCE FOR 300.000!: 600.00 !:BAR CODE SCANNER UNITS IN MATERIAL SERVICES THRII JANUARY 31, 2':007, i S/N: DP118311 & DP118351 2 2 EA 'ANNUAL MAINTENANCE FOR 85.000 ! 170.00 BAR CODE HOMEBASE !< THRU JANUARY 2006. SN: W5101678 & W5101697 PAY PER INVOICE. AH 2/10/06:_ Approved By: In accepting this order, Seller agrees to furnish the goods specified in full accordance with all condttions stated on face and any other page made a part of this order or revision hereto. -]'OS A =x~ ~~ mfJm ~ _ I S~ N ~ _ ~J - N - A~ S m < - m I ~ A . A m A - '^' y _ ^\ZZ -1 ns- - ' coz o - O a N O _ ~ p - Z ~ '~Y as _ - ZO - - COC~3 r' - '.J '~ n co soAm - i - n - - O - - _ z~ c s--AS ~ o n z-< s - ca 0~-- a - . -a z ~. O- ~ - ~ C~wa O - Z!. AZ "" r O r, .Z .Z S K -9 -3 m0 -l S9- .. . ~ O T N vi -9Z zLrT°Aa S ~ - C O A -] .n J~ I Z p n I -1 O S I - m - A n m F. ~- LN-[~ nA - m~-~n n S C O Z A N O t - F (.~ ~3 A I 2a LAY-.. [~ _ -3 A A A k x r z m L ~ ^.s -' no -aAa - o A - - o z c - -_ ~ A -1 A z - i~mvm . o I va m z -1m ~ ~-a 5ta A O - Z z ~` '*lE sns A :ii - - - I C m ~ z r - - -~ I o a ~n I n Oc x - o ~ ~ .. i. m c . v - z z i o 0 -+ I I c o o - - la v 0 - m Iz o I -1 A o - n - - c I -1 Z A - C O - O O A Z ~ ~ ~ I ~ - a a I L - C A A ~ i 2 S A - 9 p ~ Z ~i ~ - - O A - r Z - O I - I O Z N O Z I ~' O O I '~'~ N I n - o . n -a O lom ~ O O O 1 -l O I I I I I O ~ m A I C S I O K O L -] -? 0o IA m m O Z O O O -] I Z I I c N N I S \ \ I I y O O Im m \ \ o v ~ ! ~tlCac~r~; Ito District FAX: (925)825-1437 CNARLLS W. BA77S Genera/Marlaper KEN7t7N L A/M Counsel fnr the Disbin (5/O) 808-1000 ELA/NE B. BOEMNE Secmlary of the Dislricl AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND INCINERATOR RX CORPORATION AGREEMENT NO. 031494 THIS AGREEMENT is made this ~~day of Macze~- 2006, by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, 5019 Imhoff Place, Martinez, California, hereinafter called the "DISTRICT," Incinerator Rx Corporation, 140 Bow Lane, Indianapolis, IN 46220, hereinafter called "ENGINEER". In consideration of the mutual promises contained herein, the parties agree that this Agreement will be performed in accordance with the following conditions: ARTICLE 1 SERVICES OF ENGINEER 1.1 ENGINEER shall perform certain professional engineering services described in the attached Exhibit A, Scope of Work, which is by reference incorporated herein. Where not specifically addressed, such services shall include all services normal and customary to ENGINEER'S profession and incidental thereto. 1.2 It is expressly understood between the parties that no employer/employee relationship is intended. The relationship of ENGINEER to the DISTRICT is that of an independent ENGINEER. The DISTRICT will not be required to make any payroll deductions or provide Workers' Compensation Insurance coverage or health benefits to ENGINEER. H:NAy DocumentsWgreements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc ' Page 1 of 10 A i, Recy~ed Paper U ARTICLE 2 PERIOD OF PERFORMANCE 2.1 The completion schedule for the work described in Exhibit A is as follows: ALL TASKS: MAY 9, 2006 2.2 It is expected that the work shall begin on or about January 27, 2006, and shall be completed in accordance with the above schedule. No expenses or costs shall be reimbursed which are incurred prior to the effective date of this Agreement, or subsequent to the termination date without the written mutual agreement of the parties. Time is of the essence for this Agreement. ARTICLE 3 COMPENSATION 3.1 It is agreed that the total compensation to be paid to ENGINEER for the services described in Article 1 herein and covered by this Agreement shall not exceed the total maximum allowable fee of $8,700. The fees payable by the DISTRICT will be ascertained by multiplying the number of hours worked by ENGINEER at hourly rates shown on Exhibit B, which is hereby made a part of this Agreement. Payment will be made by the DISTRICT within thirty (30) calendar days after receipt of an invoice which shall include the Agreement number and the DISTRICT's Project Manager's name, from ENGINEER, provided that all invoices are accompanied by sufficient cost documentation to allow the determination of the reasonableness or accuracy of said invoice. In the event that a payment dispute arises between the parties, ENGINEER shall provide to the DISTRICT full and complete access to ENGINEER'S labor cost records and other direct cost data and copies thereof, rf requested by the DISTRICT. ENGINEER shall notify the DISTRICT when the costs incurred for the work total approximately seventy-five. percent (75°/a) of the cost ceiling. With the notification, ENGINEER shall indicate whether the sum of the current costs incurred plus the estimated total cost to complete the task or tasks set forth in the Scope(s) of Work, shall be greater or less than the cost ceiling. Receipt by the DISTRICT of said notification that the cost of completion of all tasks shall exceed the established cost ceiling will not constitute an approval or authorization to increase the established cost ceiling or a waiver of any rights which the DISTRICT may have under this Agreement. In no event shall ENGINEER be entitled to compensation over and above the original maximum allowable fee set forth above, ~rhere changes in the scope of the Assignment or the time for performance are necessitated by the negligence of the ENGINEER or any subcontractor performing under it. 3.2 ENGINEER shall, at no cost to the DISTRICT, prepare any necessary rework occasioned by ENGINEER's failure to provide the services specified in Article 1, H:\My Documents\Agreements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc Page 2 of 10 herein, in a satisfactory manner, due to any act or omission attributable to ENGINEER, or its agents, including subcontractors. ARTICLE 4 GENERAL PROVISIONS 4.1 All notices to either party by the .other shall be made in writing and delivered or mailed to such party at their respective addresses as follows, or to other such address as either party may designate, and said notices shall be deemed to have been made when delivered or five (5) days after mailing. To the DISTRICT: CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Attention: Randy Schmidt Agreement No: 031494 Telephone: 925- 229-7333 To ENGINEER: INCINERATOR RX CORPORATION 140 Bow Lane Indianapolis, IN 46220 Attention: Eugene W. Walt~~- Telephone: (317) 250-9015 4.2 No subcontracts shall be awarded by ENGINEER unless prior written approval is obtained from the DISTRICT. 4.3 ENGINEER shall not assign this Agreement or any portioh~of it nor delegate any duties under this Agreement unless prior written approval is obtained from the DISTRICT. 4.4 No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. The parties acknowledge that the written terms of. this Agreement .constitute the complete intent and understanding of the parties and that no additional agreement exists between the parties as to any term or terms other than that expressed in this written Agreement. H:\My OocumentsV+greements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc Page 3 of 10 4.5 ENGINEER agrees that the DISTRICT will have access to and the right to examine any directly pertinent books, documents, papers, and records of any and all the transactions relating to this Agreement. 4.6 If any term, covenant, or provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall: remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. 4.7 In the event that either the DISTRICT or ENGINEER brings an action or proceedings for damages for an alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover as part of such action or proceeding, all litigation and collection expenses, including witness fees, court costs, and reasonable attorneys' fees. 4.8 All rights, title, royalties, and interest to all work product of ENGINEER resulting from its performance under this Agreement, including drawings and specifications, data, reports, estimates, software, summaries and any other such information and materials as may be accumulated by ENGINEER in performing work under this Agreement, whether complete or in progress, shall be vested in the DISTRICT and none shall be revealed, disseminated, or made available by ENGINEER to others without the prior written consent of the DISTRICT. 4.9 If ENGINEER is an individual or sole proprietor, ENGINEER must furnish its Social Security Number (SSN). In ENGINEER is a corporation or partnership. ENGINEER must furriish its Federal Employer Identification Number (FEIN). ENGINEER shall complete the Taxpayer I.D. Number section below. ARTICLE 5 TERMINATION 5.1 Either party may terminate this Agreement, in whole or in part, in writing, if the other party fails to fulfill its obligations under this Agreement through no fault of the terminating party. However, no such termination may be affected unless the other party is given not less than ten (10) calendar days' written notice (delivered by Certified Mail, return receipt requested) of the intent to terminate. 5.2 Upon termination of this Agreement for any reason or upon receipt of a -ter-urination notice, ENGINEER-shall -promptly-.discontinue all services affected, unless the notice directs otherwise, and deliver or otherwise make available to the DISTRICT all data, drawings, specifications,. reports, estimates, summaries and such other information and materials as ENGINEER may have accumulated in performing this Agreement, whether completed or in progress. H:\My DocumentslAgreements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc Page 4 of 10 ARTICLE 6 INSURANCE ENGINEER shall secure and maintain in full force and effect at its own cost and expense until the completion of all services such insurance as shall protect it and the DISTRICT in such a manner and at such amounts as set forth below. The premiums for said insurance coverage shall be paid by ENGINEER. Said policies of insurance shall stipulate that this insurance shall operate as primary insurance, and that no other insurance effected by the DISTRICT or other named insured will be called on to cover a loss covered thereunder. 6.1 The DISTRICT shall be furnished with certificates of insurance and original endorsements effecting coverage, signed by a person authorized by the insurer to bind coverage on its behalf, verifying the insurance coverage as required by this Agreement. These certificates of insurance and original endorsements shall state the Agreement number and shall be delivered to the DISTRICT within fifteen (15) calendar days of execution of this Agreement. All insurance certificates and original endorsements must be received and approved by the DISTRICT prior to the commencement of any work under this Agreement. The DISTRICT reserves the right to require and have delivered complete and accurate copies of all insurance policies required under this Agreement. 6.2 The insurance policies certified for compliance with this Agreement shall include the following provisions or have them incorporated by endorsements: 6.2.1 Coverage provided by ENGINEER'S policies shall be primary coverage. 6.2.2 The DISTRICT shall receive thirty (30) days prior written notice of a policy cancellation or reduction in coverage. 6.3 Except for professional liability, ENGINEER shall provide insurance coverage through insurers which have at least an "A" policyholder's rating and "VII" financial rating in accordance with the current Best's Key Rating Guide. 6.4 In the event any change is made in the insurance carrier, policies, or nature of coverage required under this Agreement ENGINEER shall be required to notify the DISTRICT prior to making such changes. 6.5 The insurance provided under this Agreement shall include policies providing coverage to include each of the requirements set forth below in amounts which meet or exceed the minimums set forth herein: 6.5.1 Workers' Compensation ENGINEER shall maintain Workers' Compensation Insurance as required by law in the State of California and Employers' Liability H:\My DocumentsWgreements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc Page 5 of 10 Insurance (including disease coverage) in an amount not less than $1,000,000 per occurrence. This insurance shall also waive all rights of subrogation against the DISTRICT, its employees, representatives and agents. 6.5.2 General Liabilitv ENGINEER shall maintain and keep in full force and effect general liability insurance including provisions for contractual liability, personal injury, independent contractors, and broad form property damage coverages. This insurance shall have an endorsement or policy language naming the DISTRICT as an additional insured and with standard cross liability clause or endorsement. The limit for this insurance shall be not less than $1,000,000 per occurrence and in the aggregate, combined single limit for bodily injury and property damage. 6.5.3 Automobile Liabilitv ENGINEER shall maintain automobile liability insurance with coverage for any vehicle including those owned, leased, rented or borrowed. This insurance shall have an endorsement or policy language naming the DISTRICT as an additional insured and with a standard cross liability clause or endorsement. The limit for this insurance shall be not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. 6.5.4 Professional Liabilitv ENGINEER shall maintain professional liability insurance with coverage for any loss arising out of wrongful acts, errors, or omissions or negligent actions of ENGINEER committed in the course of work performed for the DISTRICT under this Agreement. This insurance shall include coverage for liability assumed under this Agreement when such liability is caused by ENGINEER's wrongful acts, errors, or omissions. The limit for this insurance shall be not less than $1,000,000 per occurrence and in the aggregate. ARTICLE 7 INDEMNITY 7.1 ENGINEER shall indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the DISTRICT, its officers, employees, agents, and elective and appointive boards, from all claims, losses, damage, including property damage, personal injury, including death, and liability of every kind, nature and description, arising out of or in any way connected with the negligent H:\My Documents\Agreements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc Page 6 of 10 acts, errors or omissions, or the willful misconduct of ENGINEER or any person directly or indirectly employed by, or acting as agent for ENGINEER, directly or indirectly related to the provision of any professional services provided hereunder, but not including the sole or active negligence, or the willful misconduct of the DISTRICT. This indemnification shall extend to claims, losses, damage, injury and liability for injuries occurring after the completion of the aforesaid operations, arising from ENGINEER's services. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements does not relieve ENGINEER from liability under this indemnification and hold harmless clause. The obligations of this indemnity article shall apply whether or not such insurance policies shall have been determined to be applicable to any such damages or claims for damages. 7.2 The DISTRICT does not authorize the impermissible use of any patent or the reproduction of any copyrighted material by ENGINEER which exceeds "fair use" in the performance of this Agreement. ENGINEER is solely responsible for any such infringement. ENGINEER shall indemnify the DISTRICT against and save it harmless from any and .all losses, damage, costs, expenses, and attorneys' fees suffered or incurred as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent, copyright, or trade secret, and arising out of the use of the equipment or materials utilized to pertorm under this Agreement or specified by or procured by ENGINEER, or out of the processes or actions employed by, or on behalf of, ENGINEER in connection with the performance of this Agreement. 7.3 ENGINEER shall also indemnify the DISTRICT against and save it harmless from any and all loss, damage, costs, expenses, and attorneys' fees suffered or incurred on account of any breach by ENGINEER, or its employees, agents, or subcontractors, of the aforesaid obligations and covenants, and any other provisions or covenant of this Agreement. H:1My DocumentsWgreements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc Page 7 of 70 IN WITNESS WHEREOF, the parties hereto have executed the Agreement in the day and year first above written. INCINERATOR RX CORPORATION Name Printed: Title: ~v'~5/G~~~~ Date: 3~ ~~O ~ By: Name Printed: Date: ~a ~~ Taxoaverl.D: SSN - FEIN 3 5 - ~ ~ 3 ~ ~ ~ S By: COSTA SANITARY DISTRICT H:\My DocumentslAgreementsllncinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 03~494.doc Page 8 of 10 Chris Newkirk Senior Buyer Date: 3 ~ I ~ " ~ ~ EXHIBIT A SCOPE OF WORK TASK 1: ENGINEER shall assemble and compile a database of Particulate Matter (PM) and heavy metal (including Mercury) emissions from official source test reports that the ENGINEER has readily available from several Publicly Owned Treatment Works (POTWs). The database shall include source test data from Multiple Hearth Furnaces (MHFs) equipped with: (a) conventional venturi and impingement tray scrubbers, (b) new multi-venturi, Venturi-Pak scrubbers, and (c) Wet Electrostatic Precipitators WESPs) for which data is available. A copy of the source test data sheets would be included as part of the Appendix. The emission test database shall also include source test data from the DISTRICT'S MHFs for comparative emissions information. TASK 2: ENGINEER shall provide .expert technical assistance for the assessment, modification, and potential replacement. of the air pollution control system the existing MHFs. H:\My Documents\Agreements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc Page 9 of 10 EXHIBIT B FEE SCHEDULE Task Rate Hours Subtotal 1 $1251hr 60 $7500 2 $125/hr 10 $1250 TOTAL 70 $8700 H:\My Documents\Agreements\Incinerator Rx Corp, Prepare Particulate Database. DP 7237, Randy Schmidt, 031494.doc Page 10 of 10 ~~~~~ PURC~ASE ORDER ~• Central Contra Costa Sanitary District 5019 Imhoff Place, Martinez, CA 94553-4392 (925) 228-9500 SELLER: MUNIOUIP 1098 MELODY LANE SUITE #402 ROSEVILLE CA 95678 916-787-5641 SHIP TO: 5019 IMHOFF PLACE MARTINEZ CA 94553.4392 1 1 2 1 * CHANGE ORDER :SUPPLIER SHALL PREPAY AND , EA ! FLOW MEASURING AND REPORTING DEVICE IEA ONE YEAR OF SERVICE CONFlRMING TO: BUTCH GORSHING / CONNIE nuva~w......... ... PU SE ORDER NUMBER 031362 PAGE 1 ORDER DATE: 1 (13(1006 REQUISITION No.: 0000034501 SUPPLIER NO.: 3773 PAYMENT TERMS: NET/15 SHIP vIA: NEXT DAYAIR DELIVERY DATE: 1/13n006 SHIPPING TERMS: SELLER'S PLANT THE SHIPPSNG CHARGE 1135.000 1135.00 347.400'; 347.40 c $ 1482.40 S 93.64 Appro~ea sy: By: 19 In accepting this order, Seller agrees to famish the goods speclfred in toll arcordance with all corMhfons stated on Lace and any other page made a part of this order or revision hereto. .- ~ ~ ~uae.~rra~t ~ Q District CHARLES W. /fAY'IS Genera/Manuyer KEN7T)N L. A/.M Counse/Jar lhr Uisvin (5/OJ NON-111(/0 ELAINE K. BOGHMIi Secretary oJlhe Divrirl AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND PARAGON PARTNERS LTD. AGREEMENT NO. 031318 THIS AGREEMENT is made this Z}~` day of ~~17~~ 2006, by and between the CENTRAL CONTRA COSTA SANITA Y DISTRICT, 5019 Imhoff Place, Martinez, California, hereinafter called the "DISTRICT," -and PARAGON PARTNERS LTD., 5762 Bolsa Avenue, Suite 201, Huntington Beach, California, hereinafter called "CONSULTANT." WITNESSETH: WHEREAS, the DISTRICT desires to cohtract with CONSULTANT to provide professional consulting services necessary in connection with the Shell Pipeline Project (DP 7164); and WHEREAS, CONSULTANT is willing, and holds itself capable and qualified to contract with the DISTRICT to provide such professional consulting services; NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and the faithful performance~of the terms and conditions set forth herein, the parties hereto agree as follows: ARTICLE 1 ENGAGEMENT OF CONSULTANT AND AUTHORIZATION TO PROCEED 1.1 The DISTRICT hereby engages CONSULTANT who hereby accepts the engagement to perform certain professional consulting services, namely, conduct a study to assess the marketability of the Shell Pipeline,~the potential market, the potential value of the. pipeline for various types of end users and possible purchasers. (See Exhibit A) (Professional consulting services performed in connection with said piece of work shall hereinafter be refer as "Assignment.") H:Vv1y Documents WgreementstParagon PaAners Ltd., Shell Pipeline Project, DP 7164, Melody LaBella, 031318.doc Page t of 18 FAX: (925) 825-1437 1.2 The date of entering the Agreement and the engagement of CONSULTANT will be the date set forth on page 1 which is the date .the signature of the second party to the Agreement is obtained. The engagement of CONSULTANT shall continue until June 30, 2006. If the engagement of CONSULTANT is not extended by mutual written consent of the DISTRICT and CONSULTANT, then this Agreement shall be terminated on the date set forth above, provided that CONSULTANT shall not be relieved of any of the obligations or covenants contained in this Agreement until the tasks provided for within the scope of worts have been completed. 1.3 It is further provided that the obligations or covenants contained in Articles 66, 6.9, 6.12, 6.15, and 6.18 shall continue in full force and effect after termination of this Agreement due to completion or pursuant to Article 6.8. ' 1.4 Authorization for CONSULTANT to proceed will be granted in writing by the DISTRICT as soon as both parties sign the Agreement and applicable insurance documents are received and are accepted by the DISTRICT. Under no circumstances is CONSULTANT authorised to begin work unless and until CONSULTANT has complied with the insurance provisions of Article 6.3. 1.5 It is expressly understood between the parties hereto that no employee/employer or agency relationship is intended, the relationship of CONSULTANT to the DISTRICT being that of an independent contractor. The DISTRICT will not be required to make any payroll deductions or provide Workers' Compensation Insurance coverage or health benefits to CONSULTANT. ARTICLE 2 SERVICES OF CONSULTANT 2.1 The scope of professional services included in this Agreement are described in the Scope(s) of Work, and shall, where not specifically addressed, include all services ordinarily provided by a professional pipeline marketing firm under same or similar circumstances. 2.2 CONSULTANT hereby warrants that CONSULTANT and all of said CONSULTANT's employees and subcontractors hold, have obtained, and shall continue, to maintain during the course of this Agreement, all professional licenses or other statutorily mandated certifications requisite to the performance of the work set forth in the Scope(s) of Work, as may be required in the State of California, if any. Failure of CONSULTANT, its employees and subcontractors, to obtain and/or maintain in good standing such licenses or cert~cates shall constitute a breach of this Agreement and shall provide grounds for the immediate termination of this Agreement. ARTICLE 3 RESPONSIBILITIES OF THE DISTRICT AND OF CONSULTANT 3.1 The DISTRICT, without cost to CONSULTANT, will provide all pertinent information reasonably available to it which is necessary for performance by CONSULTANT under this Agreement, including pertinent previous plans, reports H:Vdy {locumenlsWgreementslParagon Partnersltd., Shell Pipeline Project SDP 7164, Melody LaBella,D31318.doc Page 2 of 18 i S and data. The DISTRICT does not guarantee or ensure the accuracy of any reports, information, and/or data so provided. To the extent that any reports, information, and/or other data so provided was supplied to the. DISTRICT by person or persons not employees of the DISTRICT, any liability resulting from inaccuracies and/or omissions contained in said reports, information or data shall be limited to liability on behalf of the party who prepared the information for the DISTRICT or otherwise supplied that information, report or .data to the DISTRICT.. 3.2 The DISTRICT will designate Melody LaBella as the person to act as the DISTRICT's representative with respect to the Assignment to be performed under this Agreement. Such person will have complete authority to transmit instructions, receive information, and interpret .and define the DISTRICT's policies and decisions pertinent to the work. In the event the DISTRICT wishes to make a change in -the DISTRICT's representative, the DISTRICT will notify CONSULTANT of the change in writing. 3.3 CONSULTANT shall perform the Assignment in such a manner as to .fully comply with,all applicable professional standards of care, including professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specffications, surveys, software specific to.the Assignment, systems, networks, maps, opinions, recommendations, reports, and other ~ services furnished and/or work undertaken by CONSULTANT pursuant to this Agreement. 3.4 The DISTRICT's review of 'software, systems, networks, drawings, designs, specifications, reports, opinions,. recommendations. and incidental consulting work or materials furnished hereunder will not in any way relieve CONSULTANT of responsibility for the professional and/or technical adequacy of its work. Neither the DISTRICT's review, acceptance of, nor payment for,' any of the services will be construed to operate as a waiver of any rights under this Agreement or of any ,cause of action arising out of the pertormance of this Agreement.' 3.5 During the period of this Agreement, upon request by the DISTRICT, CONSULTANT shall provide information rela#ed to this Assignment that is reasonably necessary to assist the DISTRICT in its coordination of the efforts of others performing services related to'this Assignment. ARTICLE 4 COMPENSATION 4.1 'The DISTRICT will pay CONSULTANT for work performed under this Agreement, which work can be verified~by.the DISTRICT;`on the basis of the following: , 4.1.1 Compensation for consulting services performed under this Agreement shall be determined on the basis of CONSULTANT's regular hourly rates per CONSULTANT'S Fee Schedule, attached H:\My-0ocuments\Agreements\Paragon Partners Ltd.. Shell Pipeline Project,~DP 7164; Melody LaBella, 031378.doc Page 3 of 18 as Exhibit B. The regular hourly rates shall compensate CONSULTANT for the costs of all direct labor, fringe benefits, indirect labor costs, overhead, and CONSULTANT's profit. CONSULTANT'S compensation also may include other non-labor direct charges borne by CONSULTANT. Allowable non-labor direct charges shall be billed at cost; however, outside consultant charges and charges for subcontracts may be billed at cost plus a markup for administrative costs if such markup is specifically provided for elsewhere herein. For the purpose of determining payments to CONSULTANT allowable non-labor direct.charges shall be defined as follows: (a) Allowable non-labor direct charges which may be billed at cost include such typical expenses as cost of trarisportation and subsistence, printing and reproduction, computer time and programming costs, identrfiable supplies, and charges by reviewing authorities. (b) .Other allowable non-labor direct charges may include outside consultant charges and subcontractor's charges which have been authorized by the DISTRICT urxter ARTICLE 6.2 of this Agreement. Such consultant charges and subcontractor charges may include a ten percent (10%) markup for administrative costs .associated with the engagement of the outside consultant and/or subcontractor. A firm cost ceiling has been established in ARTICLE 4.3 for the work and such ceiling shall constitute the maximum payment for the scope(s) of work and shall not be exceeded without prior written authorization of the DISTRICT. In the event the scope of work is expanded or reduced by the DISTRICT, the cost ceiling shall be subject to renegotiation, upward and downward, to reflect the changes in services and their costs. The adjustment to cost and time shall be done in accordance with the terms of ARTICLE 6.4. In no event shall CONSULTANT be entitled to compensafwn over and above the original amount where changes in the scope of work or the time for performance are necessitated by the negligence of CONSULTANT, or any subcontractor performing under it. CONSULTANT shall notffy the DISTRICT when the costs incurred for the total work ,approximate seventy-five percent (75%) of the cost ceiling. With the notification, CONSULTANT shall indicate whether the sum of the current costs incurred plus the estimated total cost to complete the task or tasks set forth in the scope(s) of work will be greater or less than the cost ceiling. Receipt by the DISTRICT of said notification that the cost for completion of all tasks shall exceed the established cost ceiling will not constitute an approval or authorization to increase the established cost ceiling or H:\My~DocumentsV\greementstParagon Partners ttd., Shell Pipeline Project, OP 7164, Melody LaBelle, 031318.doc Page 4 of 18 a waiver of any rights which the DISTRICT may have under this Agreement. 4.2 Payment will be made by the DISTRICT within thirty (30) calendar days after receipt of an invoice setting forth the Agreement Number and the District's Project Manager, from CONSULTANT, provided that all invoices are accompanied by cost documentation determined to be sufficient by the DISTRICT to allow the determination of the reasonableness or accuracy of said invoice. In the event that a payment dispute arises between the parties, CONSULTANT shall provide to the DISTRICT full and complete access to CONSULTANT's labor cost records and other direct cost data, and copies thereof 'If requested by the DISTRICT. Charges are to be invoiced based on the agreed upon hourly rates invoiced on a monthly basis. Other direct charges as provided for in ARTICLS 4.1.1 shall be invoiced on a monthly basis. 4.3 The total estimated charges for all work under this Agreement is X25,000 and such amount is the cost ceiling as described herein. 4.4 CONSULTANT shall, at no cost to the DISTRICT, prepare any necessary rework occasioned by CONSULTANT's failure to provide the services specified in Article 2, Services of Consultant, herein, in a satisfactory manner, due to any act or omission attributable to CONSULTANT, or its agents, including subcontractors. ARTICLE 5 COMPLETION SCHEDULE 5.1 The completion schedule for the assignment is as folbws, with all times identified from the date that this Agreement was entered into, and all number of days referring to calendar days, unless otherwise noted: ALL TASKS: June 30, 2006 5.2 It is expected that CONSULTANT's work shall begin on or about January 16, 2006, and shall be completed in accordance with the above schedule. Time is of the essence for this Agreement. 5.3 The parties hereto agree to immediately and diligently proceed with their respective duties as set forth herein so that the Assignment will be completed satisfactorily within the shortest reasonable time. ARTICLE 6 GENERAL PROVISIONS 6.1 SCOPE OF AGREEMENT This writing constitutes the entire Agreement between the parties relative to professional consulting services to be provided hereunder and no modification H:\My~DocumentsWgreemeMS\Paragon Partners Lttl., Shell Pipeline Project, DP 7464, Melody Lat;ella, 031318.doc PageSof 18 i i hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. 6.2 SUBCONSULTANTS AND OUTSIDE CONSULTANTS No .subcontract shall be awarded or an outside consultant engaged by CONSULTANT unless prior written approval is obtained from the DISTRICT. No additional approval shall be required for subcontracting with or engagement of any outside consultant set forth in an exhibit to this Agreement {Exhibit A). 6.3 INSURANCE CONSULTANT shall secure and maintain in full force and effect at its own cost and expense until the completion of all services such insurance as shall protect it and the DISTRICT in such a manner and at such amounts as set forth below. The premiums for said insurance coverage shall be paid by CONSULTANT. Said policies of insurance shall stipulate that this insurance shall operate as primary insurance, and that no other insurance effected by the DISTRICT or other named insured will be called on to cover a loss covered thereunder. 6.3.1 The DISTRICT shall be furnished with cert'rficetes of insurance and original endorsements affecting coverage, signed by a person authorized by the insurer to bind coverage on its behalf verifying the insurance coverage as required by this Agreement. These certificates of insurance and original endorsements shell be delivered to the DISTRICT within fifteen (15) calendar days of execution of this Agreement. All insurance certificates and original endorsements must be received and approved by the DISTRICT prior to the commencement of any work under this Agreement. The DISTRICT reserves the right to require and have delivered complete and accurate copies of all insurance policies required under this Agreement. 6.3.2 The insurance policies certified for compliance with this Agreement shall include the following provisions or have them incorporated by endorsements: 6-3.2.1 Coverage provided by CONSULTANTS policies shall be primary coverage. 6.3.2.2 The DISTRICT shall receive thirty (30) days prior written notice of a policy cancellation or reduction in coverage. 6.3.3 CONSULTANT shall provide insurance coverage through carriers which have at least an "A"policyholder's rating and a "VII" financial rating in accordance with the current Best's Kev Ratirxt Guide. H:\My UOCUments\Agreements\Paragon Partners Ltd.;Shell Pipeline Projed,~DP 7164, MelodyLaBella, O31318.doc Page6of 18 6.3.4 In the event any change is made in the insurance carrier, policies, or nature of coverage required under this Agreement, CONSULTANT shall be required to notify the DISTRICT prior to making such changes. 6.3.5 The insurance provided under this Agreement shall include policies providing coverage to include each of the requirements set forth below in amounts which meet or exceed the minimums set forth herein: 6.3.5.1 Workers' Compensation CONSULTANT shall maintain Workers' Compensation Insurance as required by law in the State of Calffornia and Employers' Liability Insurance (including disease coverage) in an amount not less than $1,000,000 per occurrence. This insurance shall also waive all rights of subrogation against the DISTRICT, its employees, representatives and agents. 6.3.5.2 General Liability CONSULTANT shall obtain and keep in full force and effect general liability insurance including provisions for contractual liability, personal injury, independent contractors, and broad form property damage coverages. This insurance shall have an endorsement or policy language naming the DISTRICT as an additional insured and with standard cross liability clause or endorsement. The limit for this insurance shall be not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. 6.3.5.3 Automobile Liability CONSULTANT shall maintain automobile liability insurance with coverage for any vehicle including. those owned, leased, rented or borrowed. This insurance shall have an endorsement naming the DISTRICT as an additional insured and with a standard cross liability clause or endorsement. The limit amount for this insurance shall be not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. H:\My Documents\AgreementslParagon Partners Lttl., Shell Pipeline Project, DP 7164, Melody LaBella, 031378.doc Page 7 of 18 6.4 CHANGES IN SCOPE Oft TIME If the DISTRICT requests a change in the scope of work or time of completion by either adding to or deleting from the original scope or time of completion, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly. CONSULTANT must assert any claim for adjustment under this clause in writing within thirty (30) calendar days from the date of receipt from the DISTRICT of the not'rfication of change unless the DISTRICT grants a further period of time for asserting of claim before the date of final payment under this Agreement. 6.5 NOTICES All notices to either party by the other shall be made in writing and delivered or mailed to such party at their respective addresses as follows, or to other such .address as either party may designate, and said notices shall be deemed to have been made when delivered or five (5) days after mailing. To the DISTRICT: CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Attention: Agreement No: Telephone: Melody LaBella 031318 925-229-7370 The District's Project Manager for this work is Melody LaBella To CONSULTANT: PARAGON PARTNERS tTD 5762 Bolsa Avenue, Suite 201 Huntington Beach, CA 92649-1172 Attention: Neilia A. LaValle Telephone: (714).379-3376 x201 6.6 POSSESSION AND OWNERSHIP OF DRAWINGS, SPECIFICATIONS, AND NOTES 6.6.1 All rights, title, royalties, and interest to all work product of CONSULTANT resulting from its performance under this Agreement, including software, systems, networks, drawings and specifications, data, reports, estimates, opinions, H:\My DocumentslAgreements\Paragon Partners ltd., Shell Pipeline Project, OP 7164, Melody Catiella, 031316.doc Page 8 of 18 recommendations, summaries, and any other such information and materials as may be accumulated by CONSULTANT in performing work under this Agreement, whether-complete or in progress, shall be vested in the DISTRICT, and none shall be revealed, disseminated, or made available by CONSULTANT to others without prior consent of the DISTRICT. If this Agreement is canceled in accordance with Articlefi.8 CONSULTANT shall deliver such documents within two weeks of cancellation. 6.6.2 All dealings of the parties under this Agreement shall be confidential and no report, data, information, or communication developed, prepared, or assembled by CONSULTANT under this Agreement shall be revealed, disseminated, or made available by CONSULTANT to any person or organization other than the DISTRICT without the prior written consent of the DISTRICT. 6.6.3 It is understood that CONSULTANT'S work product is prepared for the spec'rfic assignment at hand. Any reuse of said work products by the DISTRICT for an application other than reasonably contemplated by the Assignment will be at the DISTRICT'S own risk. Any use by the DISTRICT of incomplete software, systems, drawings, specifications, or other related materials without the express written authorization of CONSULTANT will also be at the DISTRICT'S own risk. 6.7 CONSULTANT'S ASSIGNED PERSONNEL CONSULTANT designates Neilia A. LaValle to have immediate responsibility for the performance of the Assignment and for all matters relating to performance under this Agreement. CONSULTANT designates the following persons for the indicated functions: Substitution of any of these assigned personnel shall require the {prior written approval of the DISTRICT. If the DISTRICT determines that a proposed substitution is not acceptable, ,then, at the request of the DISTRICT, CONSULTANT shall substitute with a person acceptable to the DISTRICT. 6.8 TERMINATION 6.8.1 Either party may terminate this Agreement for cause, in whole or in part, if the other party fails to fulfill its obligations under this Agreement through no fault of the terminating party. However, no such termination for cause may be effected unless the other party is given: (I) not less than ten (10) calendar days' written notice Harty DocumenisWgraements\Paragon Partners Ltd., Shelf Pipeline Project, DP 7164, Melody LaBella, 031378.doc Page 9 of 18 {delivered by Certified Mail, return receipt requested) of the intent to terminate, and (2) an opportunity for consultation with the terminating party before termination. 6.8.2 If the DISTRICT terminates this Agreement pursuant to Article 6.8.1 above, nothing set forth in this Article is intended to require the DISTRICT to compensate CONSULTANT for any services which may be claimed to have been provided or be in progress, and the DISTRICT reasonably concludes that further compensation is unwarranted. 6.8.3 The DISTRICT may terminate this Agreement, in .whole or in part, whether or not CONSULTANT has failed to fulfill its obligations, 'rf the DISTRICT has a reasonable basis for termination jsuch as major changes in the assignment requirements, cancellation of the assignment, loss of outside funding, or failure of the- Board of Directors to authorize funding in subsequent fiscal years). CONSULTANT will be given: (I) not less than ten (10) calendar days' written notice (delivered by Certified Mail, return receipt requested) of intent to terminate, and (2) an opporturiity for consultation with the DISTRICT before termination. 6.8.4 Upon receipt of a termination notice, CONSULTANT shall: (I) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver within two weeks or otherwise make available to the DISTRICT all software, systems, networks, data, drawings, specifications, reports, estimates, summaries, recommendations, and such other information and materials as CONSULTANT may have accumulated in .performing this Agreement, whether completed or in process. 6.8.5 Upon termination under Af2TICLE 6.8.3, the sole right and remedy of CONSULTANT shall be to receive payment for all amounts due. and not previously paid to CONSULTANT for services completed or in progress in accordance with the Agreement prior to such date of termination and for services thereafter completed at the request of the DISTRICT and any other reasonable cost incidental to such termination of services. Such payments available to CONSULTANT under this paragraph shall not include costs related to lost profit associated with the expected completion of the work or other such payments relating to the benefit of the bargain. 6.9 REnAEDI~S In the event that either the DISTRICT or CONSULTANT brings an action or proceedings for damages for an alleged breach of any provision of this Agreement, the prevailing party will be entitled to recover as part of such action or proceeding, all litigation and collection expenses, including witness fees, court ~H:1My 9ocumentsWgreements\Paragon Partners Ltd., Shell Pipeline Project, DP 7164, Melody La6ella, 031318.doc Page 10 of 18 costs, and reasonable attorneys' fees. Arbitration shall be attempted if both parties mutually agree before, during, or after litigation has begun. 6.10 INDEMNITY 6.10.1 CONSULTANT shall indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the DISTRICT, its officers, employees, agents, and elective and appointive boards, from all claims, losses, damage, including property damage, personal injury, including death, and liability of every kind, nature and description, arising out of or in any way connected with the negligent acts, errors or omissions, or the willful misconduct of CONSULTANT or any person directly or indirectly empoyed by, or acting as agent for, CONSULTANT, directly or indirectly related to the provision of any professional services provided hereunder; but not including the sole or active negligence, or the willful misconduct of the DISTRICT. This indemnification shall extend to claims, losses, damage, injury and liability for injuries occurring after the completion of the .aforesaid operations, arising from CONSULTANT's work. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements does not relieve CONSULTANT from liability under this indemn~cation and hold harmless clause. The obligations of this indemnity article shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. . 6.10.2 The DISTRICT does not authorize the impermissible use of any patent or the reproduction of any copyrighted material by CONSULTANT which exceeds "fair use" in the pertormance of this Agreement. CONSULTANT is solely responsible for any such infringement. CONSULTANT shall indemnify the DISTRICT against and ,save it harmless from any and all losses, damage, costs, expenses, and attorneys' fees suffered or incurred as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent, copyright, or trade secret, and arising out of the use of the equipment or materials utilized to pertorm under this Agreement or spec'rfied by or procured by CONSULTANT, or out of the processes or actions employed-by, or on behalf of, CONSULTANT in connection with the performance of this Agreement. 6.10.3 CONSULTANT shall also indemnify the DISTRICT against and save it harmless from any and all loss, damage, costs, expenses, H:\My0ocuments\P,graements\Paragon Partners Ltd.,Shell Pipeline Project, DP 7~fi4, Melody LaBella, 031316.doc Page 11 of 18 and attorneys' fees suffered or incurred on account of any breach by CONSULTANT, or its employees, agents, or subcontractors, of the aforesaid obligations and covenants, and any other provisions or covenant of this Agreement. 8.11 SAFETY CONSULTANT shall perform the work in full compliance with applicable state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete responsibility during the course of .completion of the assignment for job site safety of CONSULTANT's employees and subcontractor's employees and their property, applicable at all times, and not limited to normal working hours. Nothing in this Article requires CONSULTANT to be responsible for job site safety of the DISTRICT'S property or the DISTRICT'S personnel or the property or personnel of any third parties over which CONSULTANT has no authority or control. 6.12 EXAMINATION OF RECORDS CONSULTANT agrees that the DISTRICT will have access to and the right to examine any directly pertinent books, documents, papers, and records of any and all the transactions relating to this Agreement at any time after the inception of the Agreement upon reasonable notice. 6.13 TERMS No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein will be binding on any of the parties hereto. 6.14 ASSIGNMENT CONSULTANT shall not assign any rights or duties or transfer its interest in this Agreement to a-third party without prior written consent of the DISTRICT. 6.15 GOVERNING LAW This Agreement shall be governed ey the laws of the State of California. 6.16 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAW CONSULTANT shall at all times observe all applicable provisions of federal, state, and local law and regulations including, but not limited to, those related to equal opportunity employment. H:\My OwumentsWgreements\Paragon Partners Ltd., Shell Pipeline Project..DP 71fr1. Melody t_a6ella:031318.doc Page 12 of 18 6.17 HEADINGS Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, and conditions of this Agreement. 6.18 PARTIAL INVALIDITY If any term, covenant, condition, or provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. 6.19 AUTHORIZATION Both the DISTRICT and CONSULTANT do covenant that Each individual executing this document by and on behalf of each party is a person duly authorized to execute contracts for chat party. 6.20 REPORTING REQUIREMENTS If CONSULTANT is an individual or sole proprietor, CONSULTANT must furnish its Social Security Number (SSN). If CONSULTANT is a corporation or partnership, CONSULTANT must furnish its Federal Employer Identification Number (FEIN). CONSULTANT shall complete the Taxpayer I.D. Number section below. H:1MyUocuments\Agreements\Paragon Partners Ltd.,~Shell Pipeline Project DP 7164, Melody Lat3ella, 031318:doc Page 13 of 18 IN WITNESS WHEREOF, the parties hereto have executed the Agreement in the day and year first above written. PARAGON PARTNERS LTD. Name Printed: /ffE: ~,~9 A~ : Ca}c~A~~ Title: f ~ F s ~~ E~ ~ Dates / ~/a ~~ ~ By: Name Printed: Title: Date: Taxoaverl.D: SSN - - FEIN 3 3 - o d' 7 2 J' 2 COSTA SANITARY DISTRICT Ji Warrington P chasing and Materi s Manager H:\My~DOCUmentslAgreementslParagon Partners Ltd., Shell Pipeline Project, DP 7164, Melody La9ella, 031318.doc Page 14 of 16 .. EXHIBIT A SCOPE OF WORK Paragon Partners approach to assisting the District with the potential sale or disposition of the Shell pipeline involves three (3) phases: Phase 1 involves conducting a Market Study to determine 'rf there is a market for the pipeline and to outline a marketing plan for review and approval by the District; Phase 2 would be the implementation of the Marketing Plan and, 'rf successful in identifying a purchaser for the pipeline, commence Phase 3, which would involve the tasks required for the sale of the asset. We propose to accomplish each phase sequentially, and only proceeding with each subsequent phase after the District reviews and approves the recommendations, approach and cdst. The scope of work and cost for Phase 1 is included in this proposal. A general scope for the subsequent phases is also included but without a cost estimate as the cost for each phase is dependent upon the conclusions of the preceding phase and spec'Ific direction from the District. Phase 1 Scope of Work In this phase, Paragon will conduct a study to assess the marketability of the pipeline, the potential market, the potential value of the pipeline for various types of end. users and possible purchasers. This would include the following steps: 1. Reviewing the status of the pipeline using the pipeline maps and the data already collected and summarized by Bernadette Lambert to quantify the amount of curative work that would have to be conducted for a buyer to either~ut the line in service and/or change the use of the pipeline. 2. Estimate the cost of the curative work that would have to be undertaken by a purchaser. 3. Estimate the value of the pipeline to various types of potential purchasers. 4. Identify potential purchasers by category and develop a database of names, addresses and contacts. 5. Development of a marketing plan. Phase 2 Scope of Work -Implementation of the Marketing Plan The scope of the work for Phase 2 and the implementation of the marketing plan that will be prepared in Phase 1 woukt include the following tasks: 1. Conduct further research to identify the appropriate contact for each identified potential purchaser. 2. Refine the database of potential purchasers. 3. Prepare and mail out a letter soliciting interest from potential purchasers. 4. Upon receipt of Letters of Interest, revise the database to include only the interested parties. H:\My DocumentslAgreemeMs\Paragon Partners Ltd., Shell Pipeline Projecl,~DP 7184, MebdyLa6ella, 031318.doc Page 15 of 18 5. Prepare the marketing package. This would include data such as: a map of the pipeline route; a disclosure of the defects in title and a summary of its operating history; cut-out locations; engineering specifications; environmental history and a solicitation of interest; a draft Purchase and Sale Agreement, (PSA); and any other pertinent facts that would allow a potential purchaser to further assess their interest in the pipeline and the right of way and to provide a bid. 6. Mail the package to the interested parties and request a preliminary (pre-due diligence) bid for the pipeline. Phase 3 -Sale of the Pipeline Paragon would assist the District as needed for consummation of the sale including the following tasks: 1. Establish a data room and data review schedule: 2. Schedule and conduct site reviews. 3. Assist in the negotiation of the terms of the Purchase and Sale Agreement (PSA). 4. Prepare sale closing and right of way assignment documents. 5. Support closing of the sale. H:1My,D000mentsV+greements\Paragon Partners Ltd.,~Shell Pipeline Project, DP 7164, Melody LaBella, 031318.da Page 16 of 18 EXHIBIT B COST ESTIMATE Paragon's cost estimate for Phase 1 is presented below. Costs for subsequent phases will be estimated at the conclusion of each phase and further definition of the specific scope of work. Phase 1 Tasks Man$ our Avg. Cost 1. Review status of the i eline. 8 . $1,000 2. Estimate the cost of the curative work b urchaser s . 40 $4,000 3. Estimate the value of the i eline to various t es of tential urchasers. 40 $4,000 4. Identif otential urchasers b cafe o 8 develo a database. 88 $8,400 5. Develo a marketin Ian. 28 $3,100 6. Coordination &meetin s with the District assumes 2 meetin s 24 $3,000 Subtotal Labor $23,800 Other Direct Costs $ 1,500 Total Estimated Cost $25,000 Paragon proposes to perform the Phase 1 work on a time and materials basis not to exceed the estimated cost in accordance with the attached Schedule of Pro{essional Fees. H:\My 9ocumentsV+graementstParagon Partners Ltd., Shell Pipeline Project, OP 7164, Melody LaBella, 031318.doc Page 17 of 16 : : PARAGON'S SCHEDULE OF PROFESSIONAL FEfS -RIGHT OF WAY SERVICES Classification Principal Corporate Broker Project Manager Sr. Right of Way Engineer Senior Acquisition AgenU Senior Relocation Agent Senior Staff Appraiser/Review Appraiser Senior Title Specialist Acquisition AgenURelocation Agent Title Specialist Associate Right of Way engineer Right of Way Technician Depositions and Court Testimony TECHNICAL SUPPORT SERVICES Hourly Rate $135.00 $125.00 $110.00 $ 95.00 $ 85.00 $125.00 $ 85.00 $ 75.00 $ 75.00 $ 65.00 $ 55.00 $150.00 Technical SecrEtary $ 45.00 Office Clerk $ 40.00 Sr. IT Analyst $ 85.00 DIRECT CHARGES Co ies Xerox $ 0.'15 each Pa erslCellular Cost En ineerin Co ies $ 5.00 each Air Travel 8 Lod in Cost Win2Data Co ies $ 2.00 each Milea a $0.485 r mile` Tele hone/Fax Cost Sub-Consultants Cost + 1D% Posta a/FedEx Cost Other l:x enses Cost + ~ 0% Or current IRS allowable. TERMS OF PAYMENT: Net 30 days -Invoices will be submitted monthly. Rates may be revised after 12 months from the date of contract with client concurrence to reflect current business conditions. Overtime for applicable labor classifications will be charged at 1.5 times the hourly rate in accordance with California law. H:\My DocumentslAgreements\Paragon Partners Ltd., Shell Pipeline Prged, ~ 7164, Melody LaBella,431318.doc Page 18 of 18 ~ PURC~ASE ORDER Central Contra Costa Sanitary District 5019 Imhoff Place, Martinez, CA 94553-4392 (925) 228-9500 SELLER: TRINITY WORKPLACE LEARNING COLE TAYLOR BANK P.O. BOX 88647, DEPT. A CHICAGO IL 60680 800-624-2272 SHIP TO: 5019 IMHOFF PLACE MARTINEZ CA 94553-0392 1 1 'YR ANNUAL SUBSCRIPTION FOR k ONLINE TRAINING ':PER INVOZCE# 900549896 AH* IX96rtuiT rain ~ q PUR 9E ORDER NUMBER 031364 PAGE 1 CONFlRMING TO: ORDER DATE: 1/17/2006 REQUISITION NO.: 0000034498 SUPPLIER NO.: 9613 PAYMENT TERMS: NET sHIP wa DELIVERY DATE: 12/14/2005 SHIPPING TERMS 866.040 17/06 866.04 $ 866.04 SUB-TOTAL $ SALES TAX Approved By: _ By: ANTH NY HOLT~ r L~ Q ~ un~ In accepting this order, Seller agrees to tarnish the goods specifard In full accordance wRh all condRiorre stated on face and any other page made a part of this order or revision hereto. ~ ~~~~ ~ ~~ A Sanitary District „ .~ FAX: (925) 825-(437 CHARLES W RATIS General Manager KENTON L. ALM Couru~el far the Dislric! (SIOJ 808-7000 ELAINE R. BOE/RWE 5'ecmlary of the Dislricl AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND V 8r A CONSULTING ENGINEERS INC. AGREEMENT NO. 031507 THIS AGREEMENT is made this ~ S day of 1 ` ~~~ 2006. by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, 5019 Imhoff Place, Martinez, California, hereinafter called the "DISTRICT", and V&A CONSULTING ENGINEERS, INC., Lake Merritt Plaza, 1999 Harrison Street, Suite 975, Oakland, CA 94612, hereinafter called "ENGINEER". WITNESSETH: WHEREAS, the DISTRICT desires to contract with ENGINEER to provide professional engineering services in connection with the Condition Assessment and Documentation of the Deterioration and Corrosion of Ductile Iron Pipe (D.P. 4988); and WHEREAS, ENGINEER is willing and holds itself capable and qualified to contract with the DISTRICT to provide such professional ehgineering services; and NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and the faithful performance of the terms and conditions set forth herein, the, parties hereto agree as follows: ARTICLE 1 ENGAGEMENT OF ENGINEER AND AUTHORIZATION TO PROCEED 1.1 The DISTRICT hereby engages ENGINEER who hereby accepts the engagement to perform certain professional engineering services in connection with the Condition Assessment and. Documentation of the Deterioration and H:\My Documents\Agreements\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc - Page 1 of 18 i~ Rttycletl Paper Corrosion of Ductile Iron Pipe. 1.2 The date of entering the Agreement and the engagement of ENGINEER will be the date set forth on page 1 which is the date the signature of the second party to this Agreement is obtained. The engagement of ENGINEER shall continue until October 30, 2006. If the engagement of ENGINEER is not extended by mutual written consent of the DISTRICT and ENGINEER, then this Agreement shall be terminated on the date set forth above, provided that ENGINEER shall not be relieved of any of the obligations or covenants contained in this Agreement until the tasks provided for within the scope of work have been completed. 1.3 It is further provided that the obligations or covenants contained in Articles 6.6, 6.9, 6.12, 6.15 and 6.18 shall continue in full force and effect after termination of this Agreement due to completion or pursuant to Article 6.8. 1.4 Authorization for ENGINEER to proceed will be granted in writing by the DISTRICT as soon as both parties sign the Agreement and applicable insurance documents are received and are accepted by the DISTRICT. Under no circumstances is ENGINEER authorized to begin work unless and until ENGINEER has complied with the insurance provisions of Article 6.3. 1.5 It is expressly understood between the parties hereto that no employee/employer or agency relationship is intended, the relationship of ENGINEER to the DISTRICT being that of an independent contractor. The DISTRICT will not be required to make any payroll deductions or provide Workers' Compensation Insurance coverage or health benefits to ENGINEER. ARTICLE 2 SERVICES OF ENGINEER 2.1 The scope of engineering services included in this Agreement is described in the Scope of Work, Exhibit A, and shall, where not specifically addressed, include all services ordinarily provided by an engineer under same or similar circumstances. 2.2 ENGINEER hereby warrants that ENGINEER and all of said ENGINEER's employees and subcontractors hold, have obtained, and shall continue to maintain during the course of this Agreement, all professional licenses or other statutorily mandated certifications requisite to the performance of the work set forth in the scope(s) of work, as may be required in the State of California, if any. Failure of ENGINEER, its employees and subcontractors to obtain and/or maintain in good standing such licenses or certificates shall constitute a breach of this Agreement and shall provide grounds for immediate termination of this Agreement. H:\My Documents V+greemenls\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 2 of 18 t ARTICLE 3 RESPONSIBILITIES OF THE DISTRICT AND OF ENGINEER 3.1 The DISTRICT, without cost to ENGINEER, will provide all pertinent information reasonably available to it which is necessary for performance by ENGINEER under this Agreement, including previous reports and data relative to the work. The DISTRICT does not guarantee or ensure the accuracy of any reports, information, and/or data so provided. To the extent that any reports, information, and/or other data so provided was supplied to the DISTRICT by person or persons not employees of the DISTRICT, any liability resulting from inaccuracies and/or omissions contained in said reports, information or data shall be limited to liability on behalf of the party who prepared the information for the DISTRICT or otherwise supplied that information, report or data to the DISTRICT. 3.2 The DISTRICT will designate Gail Chester as. the person to act as the DISTRICT's representative with respect to the work to be performed under this Agreement. Such person will have complete authority to transmit instructions, receive information, -and interpret and define the DISTRICT's policies and decisions pertinent to the work. In the event the DISTRICT wishes to make a change in the DISTRICT'S representative, the DISTRICT will notify ENGINEER of the change in writing. 3.3 ENGINEER shall perform the project work in such a manner as to fully comply with all applicable professional standards of care, including professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, reports, and other services furnished and/or work undertaken by ENGINEER pursuant to this Agreement. 3.4 The DISTRICT's review of drawings, designs, specifications, reports, and incidental engineering work or materials furnished hereunder shall not in any way relieve ENGINEER of responsibility for the technical adequacy of its work. Neither the DISTRICT's review, approval or acceptance of, nor payment for, any of the services will be construed to operate as a waiver of any rights under this Agreement or of .any cause of action arising out of the performance of this Agreement. 3.5 During the period of this Agreement, upon request by the DISTRICT, ENGINEER shall provide information related to the work that is reasonably necessary to - -assist the-DISTRICT in its coordination of the efforts of others performing services related to the work. ARTICLE 4 PAYMENTS TO ENGINEER 4.1 The DISTRICT will pay ENGINEER for work performed under this Agreement, which work can be verified by the DISTRICT, on the basis of the following: H:\My.Documents\Agreements\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 3 of 1 B 4.1.1 Compensation for engineering services performed under this Agreement shall be determined on the basis of ENGINEER's regular hourly rates per ENGINEER's Fee Schedule, attached as Exhibit B. The regular hourly rates shall compensate ENGINEER for the costs of all direct labor, fringe benefits, indirect labor costs, overhead, and ENGINEER'S profit. ENGINEER's compensation also may include other non-labor direct charges borne by ENGINEER. Allowable non-labor direct charges shall be billed at cost; however, outside consultant charges and charges for subcontracts may be billed at cost..plus.a markup for administrative costs if such markup is specifically provided for elsewhere herein. For the purpose of determining payments to ENGINEER allowable non-labor direct charges shall be defined as follows: (a) Allowable non-labor direct charges which may be billed at cost include such typical expenses as cost of transportation and subsistence, printing and reproduction, computer time and programming costs, identifiable supplies, and charges by reviewing authorities. (b) Other allowable non-labor direct charges may include outside consultant charges and subcontractor's charges which have been authorized by the DISTRICT under ARTICLE 6.2 of this Agreement. Such consultant charges and subcontractor charges may include a TEN (10) percent markup for administrative costs associated with the engagement of the outside consultant and/or subcontractor. A firm cost ceiling has been established in ARTICLE 4.3 for the work and such ceiling shall constitute the maximum payment for the scope(s) of work and shall not be exceeded without prior written authorization of the DISTRICT. In the event the scope of work is expanded or reduced by the DISTRICT, the cost ceiling shall be subject to renegotiation, upward and downward, to reflect the changes in services and their costs. The adjustment to cost and time shall be done in accordance with the terms of ARTICLE 6.4. In no event shall ENGINEER be entitled to compensation over and above the original amount where changes in the scope of work or ---- -- - -the--time -for-performance-are necessitated by the negligence of ENGINEER, or any subcontractor performing under it. ENGINEER shall notify the DISTRICT when the costs incurred for the total work approximate seventy-five percent (75%) of the cost ceiling. With the notification, ENGINEER shall indicate whether the sum of the current costs incurred plus the estimated total cost to be complete the task or tasks set forth in the scope(s) of work will be greater or less than the cost ceiling. Receipt by the DISTRICT of H:\My DocumentsV\greements\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 4 of 18 said notification that the cost for completion of all tasks shall exceed the established cost ceiling will not constitute an approval or authorization to increase the established cost ceiling or a waiver of any rights that the DISTRICT may have under this Agreement. 4.2 Payment will be made by the DISTRICT within thirty (30) calendar days after receipt of an invoice from ENGINEER setting forth the Agreement Number and the District's Project Manager, provided that all invoices. are accompanied_ by cost documentation determined to be sufficient by the DISTRICT to allow the determination of the reasonableness or accuracy of said invoice. In the event that a payment dispute arises between the parties, ENGINEER shall provide to the DISTRICT full and complete access to ENGINEER's labor cost records and other direct cost data, and copies thereof if requested by the DISTRICT. Charges are to be invoiced based on the agreed upon hourly rates invoiced on a monthly basis. Other direct charges as provided for in ARTICLE 4.1.1 shall be invoiced on a monthly basis. 4.3 The total estimated charges for all work under. this Agreement is $20,318 and such amount is the cost ceiling as described herein. 4.4 ENGINEER shall, at no cost to the DISTRICT, prepare any necessary rework occasioned by ENGINEER's failure to provide the services specified in Article 2 herein, in a satisfactory manner, due to any act or omission attributable to ENGINEER, or its agents, including subcontractors. ARTICLE 5 COMPLETION SCHEDULE 5.1 The completion schedule for the work is as follows with all times identified from the date that the DISTRICT gives written authorization to ENGINEER to begin work or that this Agreement was entered, whichever is later and with all number of days referring to calendar days unless otherwise noted: ALL TASKS: October 30, 2006 5.2 It is expected that work shall begin on or about March 3, 2006, and shall be -completed in accordance with the above schedule. Time is of--t#1e essence for this Agreement. 5.3 The parties hereto agree to immediately and diligently proceed with their respective duties as set forth herein so that the work will be completed satisfactorily within the shortest reasonable time. H:\My Documents\Agreements\V8A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 5 of 18 ARTICLE 6 GENERAL PROVISIONS 6.1 SCOPE OF AGREEMENT This writing constitutes the entire Agreement between the parties relative to professional engineering services to be provided hereunder and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. 6.2 SUBCONTRACTORS AND OUTSIDE CONSULTANTS No subcontract shall be awarded or an outside consultant engaged by ENGINEER unless prior written approval is obtained from the DISTRICT. No additional approval shall be required for subcontracting with or engagement of an outside consultant set forth in an exhibit to this Agreemeht (Exhibit B). 6.3 INSURANCE ENGINEER shall secure and maintain in full force and effect at its own cost and expense until the completion of all services such insurance as shall protect it and DISTRICT in such a manner and at such amounts as set forth below. The premiums for said insurance coverage shall be paid by ENGINEER. Said policies of insurance shall stipulate that this insurance shall operate as primary insurance, and that no other insurance effected by the DISTRICT or other named insured will be called on to cover a loss covered thereunder. 6.3.1 The DISTRICT shall be furnished with certificates of insurance and original endorsements effecting coverage, signed by a person authorized by the insurer to bind coverage on its behalf, verifying the insurance coverage as required by this Agreement. These certificates of insurance and original endorsements-shall state the Agreement number and shall be delivered to the DISTRICT within 'fifteen (15) calendar days of execution of this Agreement. All insurance certificates and original endorsements must be received and approved by the DISTRICT prior to the commencement of any work under this Agreement. The DISTRICT reserves the right to require and have delivered complete and accurate copies of all -- insurance-policies-required under-this-Agreement. --- - 6.3.2 The insurance policies certified for compliance with this Agreement shall include the following provisions or have them incorporated by endorsements: 6.3.2.1 Coverage provided by ENGINEER'S policies shall be primary coverage. H:\My DocumentsWgreements\V8A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 6 oft B .. 6.3.2.2 The DISTRICT shall receive thirty (30) days prior written notice of a policy cancellation or reduction in coverage. 6.3.3 Except for professional liability, ENGINEER shall provide insurance coverage through insurers which have at least an "A" policyholder's rating and "VII" financial rating in accordance with the current Best's Key Ratinc7 Guide. 6.3.4 In the event any change is made in the insurance carrier, policies, or nature of coverage required under this Agreement ENGINEER shall be required to notify the DISTRICT prior to making such changes. 6.3.5 The insurance provided under this Agreement shall include policies providing coverage to include each of the requirements set forth below in amounts which meet or exceed the minimums set forth herein: 6.3.5.1 Workers' Compensation ENGINEER shall maintain Workers' Compensation Insurance as required by law in the State of California and Employers' Liability Insurance (including disease coverage) in an amount not less than $1,000,000 per occurrence. This insurance shall also waive all rights of subrogation against the DISTRICT, its employees, representatives and agents. 6.3.5.2 General Liability ENGINEER shall maintain and keep in full force and effect general liability insurance including provisions for contractual liability, personal injury, independent contractors; and broad form property damage coverages. This insurance .shall have an endorsement or policy language naming the DISTRICT as an additional insured and with standard cross liability clause or endorsement. The limit for this insurance shall be not less than $1,000,000_per occurrence and in the aggregate, combined single limit for bodily injury and property damage. H:\My Documenis\Agreements\V8A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 7 of 18 4 ~ 6.3.5.3 Automobile Liability ENGINEER shall maintain automobile liability insurance with coverage for any vehicle including those owned, leased, rented or borrowed. This insurance shall have an endorsement or policy language naming the DISTRICT as an additional insured and with a standard cross liability clause or endorsement. The limit for this insurance shall be not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. 6.3.5.4 Professional Liability ENGINEER shall maintain professional liability insurance with coverage for any loss arising out of wrongful acts, errors, or omissions or negligent actions of ENGINEER committed in the course of work performed for the DISTRICT under this Agreement. This insurance shall include coverage for liability assumed under this Agreement when such liability is caused by ENGINEER's wrongful acts, errors, or omissions. The limit for this insurance shall be not less than $1,000,000 per occurrence and in the aggregate. 6.4 CHANGES IN SCOPE OR TIME If the DISTRICT requests a change in the scope of work or time of completion by either adding to 'or deleting from the original scope or time of completion, an equitable adjustment will be made and this Agreement will be modified in writing .accordingly. ENGINEER must assert any claim for adjustment under this clause in writing within thirty (30) calendar days from the date of receipt from the DISTRICT of the notification of change unless the DISTRICT grants a further period of time for assertion of claim before the date of final payment under this Agreement. 6.5 NOTICES -- __ -- - - .__ ...-. --- All notices to either party by the other shall be made in writing and delivered or mailed to such party at their respective addresses as follows or to other such address as either party may designate and said notices shall be deemed to have been made when delivered or five (5) days after mailing. H:\My DocumentsWgreements\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Paga 8 of 1 B To the DISTRICT: CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Attention: Agreement No: Telephone: Gail Chesler 031507 925-229-7294 Note: The District's Project Manager for this work is Gail Chesler To ENGINEER: V & A CONSULTING ENGINEERS, INC. Lake Merritt Plaza, 1999 Harrison Street, Suite 975 Oakland, CA 94612 Attention: Kevin Krayewski Telephone: (510) 903-6600 6.6 POSSESSION AND OWNERSHIP OF DRAWINGS, SPECIFICATIONS, AND 'NOTES 6.6.1 All rights, title, royalties, and interest in all work product of ENGINEER resulting from its performance under this Agreement, including drawings and specifications, data, reports, estimates, software, summaries, and any other such information and materials as may be accumulated by ENGINEER in performing work under this Agreement, whether cgmplete or in progress, shall be vested in the DISTRICT and none shall. be revealed, disseminated, or made available by ENGINEER to others without prior written consent of the DISTRICT. If this Agreement is terminated in accordance with Article 6.8 ENGINEER shall deliver such documents within two weeks of termination. 6.6.2 It is understood that ENGINEER's work product is prepared for the specific project at-hand: Any reuse ofi said-work-products by the DISTRICT for subsequent projects will be at the DISTRICT's own risk. Any use by the DISTRICT of incomplete drawings, specifications, or other related materials without the express written authorization of ENGINEER will also be at the DISTRICT's own risk. H:\My DocumentsWgreements\V8A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chesler, 031507.doc Page 9 of 18 6.7 ENGINEER'S ASSIGNED PERSONNEL ENGINEER designates Kevin Krajewski to have immediate responsibility for the performance of the work and for all matters relating to performance under this Agreement. ENGINEER designates the following persons for the indicated functions: Substitution of any of these assigned personnel shall require the prior written approval of the DISTRICT. If the DISTRICT determines that a proposed substitution is not acceptable, then, at the request of the DISTRICT, ENGINEER shall substitute with a person acceptable to the DISTRICT. 6.8 TERMINATION 6.8.1 Either party may terminate this Agreement for cause, in whole or in part, if the other party fails to fulfill its obligations under this Agreement through no fault of the terminating party. However, no such termination for cause may be affected unless the other party is given: (1) not less than ten (10) calendar days written notice (delivered by Certified Mail, return receipt requested) of the intent to terminate, and (2) an opportunity for consultation with the terminating party before termination. 6.8.2 If the DISTRICT terminates this Agreement pursuant to Article 6.8.1, above, nothing set forth in this Article is intended to require the DISTRICT to compensate ENGINEER for any services which may be claimed to have been provided or be in progress, if the DISTRICT reasonably concludes that further compensation is unwarranted. 6.8.3 The DISTRICT may terminate this Agreement, in whole or in part, whether or not ENGINEER has failed to fulfill its obligations, if the DISTRICT has a reasonable basis for termination (such as major changes in the work or project requirements, cancellation of the project, loss of outside funding, or failure of the Board of Directors to authorize funding in subsequent fiscal years). ENGINEER will be given: (1) not less than ten (10) calendar days written notice (delivered by Certified Mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the terminating party before termination. H:\My DocumentsV+greements\V8A Consulting Engineers Inc., Condition Assessment of DI Pipe. DP 4988, Gail Chester, 031507.doc Page 10 of 18 6.8.4 Upon receipt of a termination notice, ENGINEER shall: (1) promptly discontinue all services affected (unless the. notice directs otherwise), and (2) deliver or otherwise make available to the DISTRICT all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as ENGINEER may have accumulated in performing this Agreement, whether completed or in process. 6.8.5 Upon termination under ARTICLE 6.8.3, the sole right and remedy of ENGINEER shall be to receive payment for all amounts due and not previously paid to. ENGINEER for services completed or in . progress in accordance with the Agreement prior to such date of termination and for services thereafter completed at the request of the DISTRICT and any other reasonable cost incidental to such termination of services. Such payments available to ENGINEER under this paragraph shall not include costs related to lost profit associated with the expected completion of the work or other such payments relating to the benefit of the bargain. 6.9 REMEDIES In the event that either the' DISTRICT or ENGINEER brings an action or proceedings for damages for an alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover as part of such action or proceeding, all litigation and collection expenses, including witness fees, court costs, and reasonable attorneys' fees. Arbitration shall be attempted if both parties mutually agree before, during, or after litigation has begun. 6.10 INDEMNITY 6.10.1 ENGINEER shall indemnify, hold harmless and assume the . defense of, in any actions at law or in equity, the DISTRICT, its officers, employees, agents, and elective and appointive boards, from all claims, losses, damage, including property damage, personal injury,. including death, and liability of every kind, nature and description, arising out of or in any way connected with the negligent acts, errors or omissions, or the willful misconduct of -E-NGINEER-or any--person directly or indirectly employed by, or acting as agent for ENGINEER, directly or indirectly related to the provision of any professional services provided hereunder, but not including the sole or active negligence, or the willful misconduct of the DISTRICT. This indemnification shall extend to claims, losses, ~' damage, injury and liability for injuries occurring after the completion of the aforesaid operations, arising from ENGINEER's services. H:\My Documenls\P,greements\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.tloc Page 11 of 18 • s Submission of insurance certificates or submission of other proof of compliance with the insurance requirements does not relieve ENGINEER from liability under this indemnification and hold harmless clause. The obligations of this indemnity article shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 6.10.2 The DISTRICT does not authorize the impermissible use of any patent or the reproduction of any copyrighted material by ENGINEER which exceeds "fair use" in the performance of this Agreement. ENGINEER is solely responsible for any such infringement. ENGINEER shall indemnify the DISTRICT against and save it harmless from any and all losses, damage, costs, expenses, and attorneys' fees suffered or incurred as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent, copyright, or trade secret, and arising out of the use of the equipment or materials utilized to perform under this Agreement or specified by or procured by ENGINEER, or out of the processes or actions employed by, or on behalf of, ENGINEER in connection with the performance of this Agreement. 6.10.3 ENGINEER shall also indemnify the DISTRICT against and save it harmless from any and all loss, damage, costs, expenses, and attorneys' fees suffered or incurred on account of any breach by ENGINEER, or its employees, agents, or subcontractors, of the aforesaid obligations and covenants, and any other provisions or covenant of this Agreement. 6.11 SAFETY ENGINEER shall perform the work in full compliance with applicable state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete responsibility, during the course of completion of the assignment for job site safety of ENGINEER's employees and subcontractors'-employees and their property, applicable at all times, and not limited to normal working hours. Nothing in this Article requires ENGINEER to be responsible for job site safety of the DISTRICT'S property or the DISTRICT's personnel or the property or personnel of any third parties over which ENGINEER has no authority or control. H:\My DocumenisV+greements\V8A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 12 of 18 6.12 EXAMINATION OF RECORDS ENGINEER agrees that the DISTRICT will have access to and the right to examine any directly pertinent books, documents, papers, and records of any and all transactions relating to this Agreement at any time during and after the inception of the Agreement upon reasonable notice. 6.13 TERMS No alteration or variation of the terms of this Agreement shall be valid unless made in writing and sighed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 6.14 ASSIGNMENT ENGINEER shall not assign any rights or duties or transfer its interest in this Agreement to a third party without prior written consent of the DISTRICT. 6.15 GOVERNING LAW This Agreement shall be governed by the laws of the State of California. 6.16 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAW ENGINEER shall at all times observe all applicable provisions of federal, state, and local law and regulations including, but not limited to, those related to equal opportunity employment. 6.17 HEADINGS Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, and conditions of this Agreement. 6.18 PARTIAL INVALIDITY If any term, covenant, condition, or provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. 6.19 AUTHORIZATION Both the DISTRICT and ENGINEER do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute contracts for that party. H:\My DocumentsWgreements\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 13 of 18 ~ ~ 6.20 REPORTING REQUIREMENTS If ENGINEER is an individual or sole proprietor ENGINEER must furnish its. Social Security Number (SSN). If ENGINEER is a corporation or partnership, ENGINEER must furnish its Federal Employer Identification Number (FEIN). ENGINEER shall complete the Taxpayer I.D. Number section below. H:\My DocumentsV+greementslVBA Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 14 of 18 IN WITNESS WHEREOF, the parties hereto have .executed the Agreement in the day and year first above written. V & A CONSULTING ENGINEERS, INC. By: Name Printed: Title: Date: Taxpaverl.D: SSN _- _-__ FEIN `~ ~ - ~ _~ ~ 5 3 O `~ CENTRAL CONTRA COSTA SANITARY DISTRICT Jim arrington-G.P.M~-- - asing and Materials anager H:\My DocumentslAgreements\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 15 of 18 Title: P~-~iciert~ Date: ~ ' ~ - ~-' ~ ~ EXHIBIT A SCOPE OF WORK TASK DESCRIPTION 1. Project Planning 1a. CONSULTANT shall review existing GIS plans provided by the DISTRICT. 1 b. CONSULTANT shall review the DISTRICT's Contractor's Safety Manual. 1c. CONSULTANT shall assess, determine, and provide all equipment, training, and personnel necessary fora "permit required confined space entry". CONSULTANT shall submit written confined space entry procedures to the DISTRICT prior to the Safety & Coordination Meeting for review by DISTRICT staff. Confined space entry may occur on a weekend or during the very early hours of the morning. 1d. CONSULTANT shall assess all access points to determine required traffic control. CONSULTANT shall provide all equipment, training, and personnel necessary for traffic control. DISTRICT will provide CONSULTANT with list of manholes for field investigation. DISTRICT will consider traffic control and other logistical issues when selecting manholes for investigation. 2. Field Investigation 2a. CONSULTANT shall perform an on-site evaluation of the ductile iron sanitary, sewer to assess the deterioration and current condition of the pipelines as best assessed from within the manhole. The CONSULTANT understands the purpose of this project is to assess the. condition of the ductile iron pipelines. The condition assessment will be performed internally only from the manhole structures at 25 sites. The condition assessment will include the following items: i) For internal evaluation from the manhole structure, the CONSULTANT'S evaluation shall consist primarily of a visual examination and collecting relevant photographic and video documentation. The location of photographic documentation shall be noted by clock positioning or field sketches, and whenever possible, measured. ii) CONSULTANT shall document any other significant defects such as: sediment buildup, grease buildup, corrosion, evidence of pipe displacement/corrosion and other pipe or structural defects. iii) CONSULTANT shall perform a cursory evaluation of the manholes that are entered for general condition. iv) CONSULTANT shall document the type of internal coating or lining material present on the interior surfaces of the ductile iron pipe. H:\My DocumenisVlgreements\V&A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc Page 16 of 18 NOTE: the number of manholes to be entered for assessment is approximated at 25 manholes for internal only evaluation. _There will. be a set number of man-hours allotted for field investigation work. The number of manholes may increase or decrease depending on the time requirements for traffic control, permits, and other logistical issues which may affect the schedule for this project. 3. Condition Assessment Report 3a. CONSULTANT shall submit to the DISTRICT for review a draft engineering report documenting the findings of Task 2. CONSULTANT shall include a discussion of the degree and extent of defects. CONSULTANT shall include photographic documentation with locations in the report. Video taken of the internal condition of the pipe segments will be burned to DVD format. DISTRICT comments from the draft report will be addressed prior to submittal of the final engineering report. 3b. CONSULTANT shall submit six (6) bound copies of the final report to the DISTRICT. CONSULTANT shall submit one (1) CD-ROM containing all digital photographs/videos taken during the inspection. CONSULTANT shall submit one (1) copy of the set of DVD's containing video footage of the internal pipe condition. The services to be provided by the DISTRICT are as follows: 1. Providing GIS plans showing the alignment of the pipelines and locations of the manholes to be evaluated, as available. 2. Review and provide comment to the CONSULTANT'S written confined space entry procedures. 3. Provide locations of manholes for investigation, minding traffic control and other logistical issues when selecting manholes for investigation. 4. Review and provide comment to the CONSULTANT'S draft engineering report. We propose to complete this work on a time and materials basis at a cost of $20,318. The scope of work was developed as a result of our discussion and represents our mutual understanding: These costs represent our best estimates at this time and may change-subjectto future developments during the project. Costs can be reference in the attached Resource Allocation Estimate. If unforeseen circumstances should arise which indicate that more time is required, we would provide a written estimate of additional required time and cost. We will not proceed with work beyond the not to exceed figure without a written authorization from your office. We request that you carefully review this proposal to assure that we fully understand the scope of the work. The scope of work was developed as a result of our discussion and represents our mutual understanding. H:\My DocumentstAgreements\V8A Consulting Engineers Inc., Condition Assessment of DI Pipe, DP 4988, Gail Chester, 031507.doc ~ ~ Page 17 of 18 EXHIBIT B FEE SCHEDULE Task Description Principal Project Manager/ Associate Assistant Engineerin Clerical Total Engineer Engineer Engineer g Assistant 1 Planning and Preparation 0 1 B 0 0 2 11 la Review Plans 1 2 ~ 3 lb Review DISTRICT Sa(efy ~. 1 1 Manual Confined Space Entry lc E i t P /J b P ~ 2 3 qu pmen rep o rep id Traffic Control Prep/Pre-Field 4 4 Work Site Visit 2 Pield Investigation of Sewer 0 24 24 24 0 0 72 and Structures 2a Field InvesOgation 24 24 24 72 3 Engineering Report 1 16 24 ~ 0 28 8 77 3a Data Consolidatibn, Report P ti 1 - 16 24 24 4 69 repara on 36 Paper and Electronic Copies 4 4 8 of Report Subtotal 1 ~ 41 56 ~ 24 28 10 160 Hourly $195 $155 $120 $105 $85 $70 Total Direct Labor $195 $6,355 $6,720 $2,520 $2,380 $700 $18,870 OtherDireet Costs Amount Truck & Confined Space Equipment - 3 Days $120 per Day $360 Mileage 3 Round Tril 100 Miles/Trip $0.48 per Mile $144 Office Expenses/Printing/Reproduction $944 Subtotal Other Direct Costs - $1,448 (GRAND TOTAL ESTIMATED COST $20,318 I C:\Documents and Settings\cnewkirk\Desktop\V&A-Contact-DlPipes Gail Chesler.doc Page 18 of 18 AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN CENTRAL. CONTRA COSTA SANITARY DISTRICT AND DAN CORTINOVIS, CONSULTING ENGINEER AGREEMENT NO. 031117 District CHARLES W. BA77S Gmem/ Mmlagrr KEN10N L. ALN Cnuru'elfor the Dishicl fsla~ Box-zoon ELAINE R. BOEIIAg~ Secremry oJlhe DIJ(rlCl THIS AGREEMENT is made this 2-N~day of ~~i3E2 2005, by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, 5019 Imhoff Place, Martinez, California, hereinafter called the "DISTRICT", and DAN CORTINOVIS, CONSULTING ENGINEER, 3183 Wayside Plaza #118, Walnut Creek, California, hereinafter called "ENGINEER". WITNESSETH: WHEREAS, the DISTRICT desires to contract with ENGINEER to provide professional engineering services in connection with the preparation of the Furnace Operations Manual for the O & M Procedures Update Project (DP 6131); and WHEREAS, ENGINEER is willing and holds itself capable and qualified to contract with the DISTRICT to provide such professional engineering services; and NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and the faithful pertormance of the terms and conditions set forth herein, the parties hereto agree as follows: ARTICLE 1 ENGAGEMENT OF ENGINEER AND AUTHORIZATION TO PROCEED 1.1 The DISTRICT hereby engages- ENGINEER who hereby accepts the engagement to perform certain professional engineering services in connection with the preparation of the Furnace Operations Manual. Dan Cortinovis, Furnace Operation Manuat, Fandy Grie6, DP 6131, 031117 Page 1 of 16 A ~, Rerycled Paper ~ ~~I~ '~ 1.2 The date of entering the Agreement and the engagement of ENGINEER will be the date set forth on page 1 which is the date the signature of the second party to this Agreement is obtained. The engagement of ENGINEER shall continue until March 1, 2006. If the engagement of ENGINEER is not extended by mutual written consent of the DISTRICT and ENGINEER, then this Agreement shall be terminated on the date set forth above, provided that ENGINEER shall not be relieved of any of the obligations or covenants contained in this Agreement until the tasks provided for within the scope of work have been completed. 1.3 It is further provided that the obligations or covenants contained in Articles 6.6, 6.9, 6.12, 6.15 and 6.18 shall continue in full force and effect after termination of this Agreement due to completion or pursuant to Article 6.8. 1.4 Authorization for ENGINEER to proceed will be granted in writing by the DISTRICT as soon as both parties sign the Agreement and applicable insurance documents are received and are accepted by the DISTRICT. Under no circumstances is ENGINEER authorized to begin work unless and until ENGINEER has complied with the insurance provisions of Article 6.3. 1.5 It is expressly understood between the parties hereto that no employee/employer or agency relationship is intended, the relationship of ENGINEER to the DISTRICT being that of an independent contractor. The DISTRICT will not be required to make any payroll deductions or provide Workers' Compensation Insurance coverage or health benefits to ENGINEER. ARTICLE 2 SERVICES OF ENGINEER 2.1 The scope of engineering services included in this Agreement is described in the Scope of Work, Exhibit A, and shall, where not specifically addressed, include all services ordinarily provided by an engineer under same or similar circumstances. 2.2 ENGINEER hereby warrants that ENGINEER and all of said ENGINEER'S employees and subcontractors hold, have obtained, and shall continue to maintain during the course of this Agreement, all professional licenses or other statutorily mandated certifications requisite to the performance of the work set forth in the scope(s) of work, as may be required in the State of California, if any. Failure of ENGINEER, its employees and subcontractors to obtain and/or maintain in good standing such licenses or certificates shall constitute a breach of this Agreement and shall provide grounds for immediate termination of this Agreement. ARTICLE 3 RESPONSIBILITIES OF THE. DISTRICT AND OF ENGINEER 3.1. The DISTRICT, without cost to ENGINEER, will provide all pertinent information reasonably available to it which is necessary for performance by ENGINEER Dan Cortinovis, Furnace Operation Manual, Randy Grieb, DP 6131, 031117 Page 2 of 16 ~• under this Agreement, including previous reports and data relative to the work. "_ The DISTRICT does not guarantee or ensure the accuracy of any reports, information, and/or data so provided. To the extent that any reports, information, . and/or other data so provided was supplied to the DISTRICT by person or persons. not employees of the DISTRICT, any liability resulting from inaccuracies and/or omissions contained in said reports, information or data shall be limited to liability on behalf of the party who prepared the information for the DISTRICT or . otherwise supplied that information, report or data to the DISTRICT. 3.2 The DISTRICT will designate Randy Grieb as the person to act as the DISTRICT's representative with respect to the work to be performed under this Agreement. Such person will have complete authority to transmit instructions, receive information, and interpret and define the DISTRICT'S policies and decisions pertinent to the work. In the event the DISTRICT wishes to make a change in the DISTRICT'S representative, the DISTRICT will notify ENGINEER of the change in writing. 3.3 ENGINEER shall pertorm the project work in such a manner as to fully comply with all applicable professional standards of care, including professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, reports, and other services furnished and/or work undertaken by ENGINEER pursuant to this Agreement. 3.4 The DISTRICT'S review of drawings, designs, specifications, reports, and incidental engineering work or materials furnished hereunder shall not in any way relieve ENGINEER of responsibility for the technical adequacy of its work. Neither the DISTRICT's review, approval or acceptance of, nor payment for, any of the services will be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the pertormance of this Agreement. 3.5 During the period of this Agreement, upon request by the DISTRICT, ENGINEER shall provide information related to the work that is reasonably necessary to assist the DISTRICT in its coordination of the efforts of others performing services related to the work. ARTICLE 4 PAYMENTS TO ENGINEER 4.1 .The DISTRICT will pay ENGINEER for work performed under this Agreement, which work can be verified by the DISTRICT, on the basis of the following: 4.1.1 Compensation for engineering services performed under this Agreement shall be determined on the basis of ENGINEER'S regular hourly rates per ENGINEER'S Fee Schedule, attached as Exhibit B. The regular hourly rates shall compensate ENGINEER for the costs of all direct labor, fringe benefits, indirect labor costs, Dan Cortinovis, Furnace Operation Manual, Randy Grieb, DP 6131, 031117 ~ Page 3 of 16 overhead, and ENGINEER'S profit. ENGINEER's compensation also may include other non-labor direct charges borne by ENGINEER. Allowable non-labor direct charges shall be billed at cost; however, outside consultant charges and charges for subcontracts may be billed at cost plus a markup for administrative costs if such markup is specifically provided for elsewhere herein. For the purpose of determining payments to ENGINEER allowable non-labor direct charges shall be defined as follows: (a) Allowable non-labor direct charges which may be billed at cost include such typical expenses as cost of transportation and subsistence, printing and reproduction, computer time and programming costs, identifiable supplies, and charges by reviewing authorities. A firm cost ceiling has been established in ARTICLE 4.3 for the work and such ceiling shall constitute the maximum payment for the scope(s) of work and shall not be exceeded without prior written authorization of the DISTRICT. In the event the scope of work is expanded or reduced by the DISTRICT, the cost ceiling shall be subject to renegotiation, upward and downward, to reflect the changes in services and their costs. The adjustment to cost and time shall be done in accordance with the terms of ARTICLE 6.4. In no event shall ENGINEER be entitled to compensation over and above the original amount where changes in the scope of work or the time for pertormance are necessitated by the negligence of ENGINEER, or any subcontractor performing under it. ENGINEER shall notify the DISTRICT when the costs incurred for the total work approximate seventy-five percent (75°/a) of the cost ceiling. With the notfication, ENGINEER shall indicate whether the sum of the current costs incurred plus the estimated total cost to be complete the task or tasks set forth in the scope(s) of work will be greater or less than the cost ceiling. Receipt by the DISTRICT of said notification that the cost for completion of all tasks shall exceed the established cost ceiling will not constitute an approval or authorization to increase the established cost ceiling or a waiver -of any rights-thaYthe DISTRICT may have under this Agreement. 4.2 Payment will be made by the DISTRICT within thirty (30) calendar days after receipt of an invoice from ENGINEER setting forth the Agreement Number and the District's Project Manager, provided that all invoices are accompanied by cost documentation determined to be sufficient by the DISTRICT to allow the determination of the reasonableness or accuracy of said invoice. In the event that a payment dispute arises between the parties, ENGINEER shall provide.to Dan Cortinovis, Furnace Operation Manual, Randy. Gdeb, DP 6131, 031117 ~ Page 4of 16 the DISTRICT full and complete access to ENGINEER's.labor cost records and other direct cost data, and copies thereof if requested by the DISTRICT. Charges are to be invoiced based on the agreed upon hourly rates invoiced on a monthly basis. Other direct charges as provided for in ARTICLE 4.1.1 shall be invoiced on a monthly basis. 4.3 The total estimated charges for all work under this Agreement is $25,000 and such amount is the cost ceiling as described herein. 4.4 ENGINEER shall, at no cost to the DISTRICT, prepare any necessary rework occasioned by ENGINEER's failure to provide the services specified in Article 2 herein, in a satisfactory manner, due to any act or omission attributable to ENGINEER, or its agents, including subcontractors. ARTICLE 5 COMPLETION SCHEDULE . 5.1 The completion schedule for the work is as follows with all times identified from the date that the DISTRICT .gives written authorization to ENGINEER to begin work or that this Agreement was entered, whichever is later and with all number of days referring to calendar days unless otherwise noted: TASK 1: Prepare color coded schematics of furnace systems and subsystems - January 30, 2006 TASK 2: Review Furnace Operations Manual - February 6, 2006 TASK 3: Incorporate Furnace Operations Manual into the Plant . Information System (PIS) - February 28, 2006 5.2 It is expected that work shall begin on or about November 1, 2005, and shall be completed in accordance -with the above schedule. Time is of the essence for this Agreement. 5.3 The parties hereto agree to immediately and diligently proceed with their respective duties as set forth herein so that the work will be completed satisfactorily within the shortest reasonable time. ARTICLE 6 GENERAL PROVISIONS 6.1 SCOPE OF AGREEMENT This writing constitutes the entire Agreement between the parties relative to professional engineering services to be provided hereunder and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. Dan Cortinovis, Furnace Operation Manual, Randy Grieb, DP6131, 031117 Page 5 of 16 0 6.2 SUBCONTRACTORS AND OUTSIDE CONSULTANTS No subcontract shall be awarded or an outside consultant engaged by ENGINEER unless prior written approval is obtained. from the DISTRICT. No additional approval shall be required for subcontracting with or engagement of an outside consultant set forth in an exhibit to this Agreement (Exhibit A). 6.3 INSURANCE ENGINEER shall secure and maintain in full force and effect at its own cost and expense until the completion of all services such insurance as shall protect it and DISTRICT in such a manner and at such amounts as set forth below. The premiums for said insurance coverage shall be paid by ENGINEER. Said policies of insurance shall stipulate that this insurance shall operate as primary insurance, and that no other insurance effected by the DISTRICT or other named insured will be called on to cover a loss covered thereunder. 6.3.1 The DISTRICT shall be furnished with certificates of insurance and original endorsements effecting coverage, signed by a person authorized by the insurer to bind coverage on its behalf, verifying the insurance coverage as required by this Agreement. These certificates of insurance and original endorsements shall state the Agreement number and shall be delivered to the DISTRICT within fifteen (15) calendar days of execution of this Agreement. All insurance certificates and original endorsements must be received and approved by the DISTRICT prior to the commencement of any work under this Agreement. The DISTRICT reserves the right to require and have delivered complete and accurate copies of all insurance policies required under this Agreement. 6.3.2 The insurance policies certified for compliance with this Agreement shall include the following provisions or have them incorporated by endorsements: 6.3.2.1 Coverage provided by ENGINEER's policies shall be primary coverage. -6:32.2---- The-DIS'fRICT shalt receive~hirty- (30) days prior written notice, of a policy cancellation or reduction in coverage. 6.3.3 Except for professional liability, ENGINEER shall provide insurance coverage through insurers which have at least an "A" policyholder's rating and "VII" financial rating in accordance with the current Best's Kev Rating Guide. Dan Cortinovis, Furnace Operation Manual, Randy Grieb, DP 6131, 031117 Page 6 of 16 6.3.4 In the event any change is made in the insurance carrier, policies, or nature of coverage required under this Agreement ENGINEER shall be required to notify the DISTRICT prior to making such changes. 6.3.5 The insurance provided under this Agreement shall include policies providing coverage to include each of the requirements set forth below in amounts which meet or exceed the minimums set forth herein: 6.3.5.2 General Liability ENGINEER shall maintain and keep in full force and effect general liability insurance including provisions for contractual liability, personal injury, independent coritractors, and broad form property damage coverages. This insurance shall have an endorsement or policy language naming 'the DISTRICT as an additional insured and with standard cross liability clause or endorsement. The limit for this insurance shall be not less than $2,000,000 per occurrence and in the aggregate, combined single limit for bodily injury and property damage. 6.3.5.3 Automobile Liability ENGINEER shall maintain automobile liability insurance with coverage for any vehicle including those owned, leased, rented or borrowed. This insurance shall have an endorsement or policy language naming the DISTRICT as an additional insured 'and with a standard cross liability clause or endorsement. The limit for this insurance shall be not less than $500,000 per occurrence combined single limit for bodily injury and property damage. 6.4 CHANGES IN SCOPE OR TIME If the DISTRICT requests a change in the scope of work or time of completion by either adding to or deleting from the original scope or time of completion, an equitable adjustment will be made and this Agreement will be modified in writing accordingly. ENGINEER must assert any claim for adjustment under this clause in writing within thirty (30) calendar days from the date of receipt from the DISTRICT of the notification of change unless the DISTRICT grants a further period of time for assertion of claim before the date of final payment under this Agreement. Dan Cortinovis, Furnace Operation Manual, Randy Grieb. DP 6131, 031117 Page.7 of 16 6.5 NOTICES All notices to either party by the other shall be made in writing and delivered or mailed to such party at their respective addresses as follows or to other such address as either party may designate and said notices shall be deemed to have been made when delivered or five (5) days after mailing. To the DISTRICT: CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Attention: Agreement No: Telephone: Randy Grieb 031117 (925) 229-7267 Note: The District's Project Manager for this work is Doug Craig To ENGINEER: DAN CORTINOVIS, CONSULTING ENGINEER 3183 Wayside Plaza #118 Walnut Creek, CA 94597 Attention: Dan Cortinovis Telephone: (925) 932-3218 6.6 POSSESSION AND OWNERSHIP OF DRAWINGS, SPECIFICATIONS, AND NOTES 6.6.1 All rights, title, royalties, and interest in all work product of ENGINEER resulting from its performance under this Agreement, including drawings and specifications, data, reports, estimates, software, summaries, and any other such information and materials as may be accumulated by ENGINEER in performing work under this Agreement, whether complete or in progress, shall be vested in the DISTRICT and none shall be revealed, disseminated, or made available by ENGINEER to others without prior written consent of the DISTRICT. If this Agreement is terminated in accordance with Dan Cortinovis, Furnace Operation Manual, Randy Grieb, DP 6131, 031117 Page 8 of 16 Article 6.8 ENGINEER shall deliver such documents within two weeks of termination. 6.6.2 It is understood that ENGINEER'S work product is prepared for the specific project at hand. Any reuse of said work products by the DISTRICT for subsequent projects will be at the DISTRICT's own risk. Any use by the DISTRICT of incomplete drawings, specifications, or other related materials without the express written authorization of ENGINEER will also be at the DISTRICT'S own risk. 6.7 ENGINEER'S ASSIGNED PERSONNEL ENGINEER designates Steve Colberg to have immediate responsibility for the performance of the work and for all matters relating to performance under this Agreement. Substitution of any of these assigned personnel shall require the prior written approval of the DISTRICT. If the DISTRICT determines that a proposed substitution is not acceptable, then, at the request of the DISTRICT, ENGINEER shall substitute with a person acceptable to the DISTRICT. 6.8 TERMINATION 6.8.1 Either party may terminate this Agreement for cause, in whole or in part, if the other party fails to fulfill its obligations under this Agreement through no fault of the terminating party. However, no such termination for cause may be affected unless the other party is given: (1) not less than ten (10) calendar days written notice (delivered by Certified Mail, return receipt requested) of the intent to terminate, and (2) an opportunity for consultation with the terminating party before termination. 6.8.2 If the DISTRICT terminates this Agreement pursuant to Article 6.8.1, above, nothing set forth in this Article is intended to require the DISTRICT to compensate ENGINEER for any services which may be claimed to have been provided or be in progress, if the DISTRICT reasonably concludes that further compensation is unwarranted. 6.8.3 The DISTRICT may terminate this Agreement, in -whole or in part, whether or not ENGINEER has failed to fulfill its obligations, if the DISTRICT has.a reasonable basis for termination (such as major changes in the work or project requirements, cancellation of the project, loss of outside funding, or failure of the Board of Directors to authorize funding in subsequent fiscal years). ENGINEER will be . given: (1) not less than ten (10) calendar- days written notice (delivered by Certified Mail, return receipt requested) of intent to Dan Cortinovis, Furnace Operation Manual, Randy Grieb, DP 6131, 031117 Page 9 of 16 terminate, and (2) an opportunity for consultation with the terminating party before termination. 6.8.4 Upon receipt of a termination notice,- ENGINEER shall: (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make- available to the DISTRICT all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as ENGINEER may have accumulated in performing this Agreement, whether completed or in process. 6.8.5 Upon termination under ARTICLE 6.8.3, the sole right and remedy of ENGINEER shall be to receive payment for all amounts due and not previously paid to ENGINEER for services completed or in progress in accordance with the Agreement prior to such date of termination and for services thereafter completed at the request of the DISTRICT and any other reasonable cost incidental to such termination of services. Such payments available to ENGINEER under this paragraph shall not include costs related to lost profit associated with the expected completion of the work or other such payments relating to the benefit of the bargain. 6.9 REMEDIES In the event that either the DISTRICT or ENGINEER brings an action or proceedings for damages for an alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover as part of such action or proceeding, all litigation and collection expenses, including witness fees, court costs, and reasonable attorneys' fees. Arbitration shall be attempted if both parties mutually agree before, during, or after litigation has begun. 6.10 INDEMNITY 6.10.1 ENGINEER shall indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the DISTRICT, its officers, employees, agents, and elective and appointive boards, from all claims, losses, damage, including property damage, -personal-injury -including death; -and liability of -every kind, nature and description, arising out of or in any way connected with the negligent acts, errors or omissions, or the willful misconduct of ENGINEER or any person directly or indirectly employed by, or acting as agent for ENGINEER, directly or indirectly related to the provision of any professional services provided- hereunder, but not including the sole or active negligence, or the willful misconduct of the DISTRICT. This indemnification shall extend to claims, losses, damage, injury and liability for injuries occurring after the Dan Cortinovis, Furnace Operation Manual, Randy Gdeb. DP 6131, 031117 Page 10 of 16 completion of the aforesaid operations, arising from ENGINEER's services. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements does not relieve ENGINEER from liability under this indemnification and hold harmless clause. The obligations of this indemnity article shall apply whether or not such insurance policies shall, have been determined to be applicable to any of such damages or claims for damages. 6.10.2 The DISTRICT does not authorize the impermissible use of any patent or the reproduction of any .copyrighted material by ENGINEER which exceeds "fair use" in the. performance of this Agreement. ENGINEER is solely responsible for any such infringement. ENGINEER shall indemnify the DISTRICT against and save it harmless from any and all losses, damage, costs, expenses, and attorneys' fees suffered or incurred as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent, copyright, or trade secret, and arising out of the use of the equipment or materials utilized to perform under this Agreement or spec'rfied by or procured by ENGINEER, or out of the processes or actions employed by, or on behalf of, ENGINEER in connection with the performance of this Agreement. 6.10.3 ENGINEER shall also indemnify the DISTRICT against and save it harmless from any and all loss, damage, costs, expenses, and. attorneys' fees suffered or incurred on account of any breach by ENGINEER, or its employees, agents, or subcontractors, of the aforesaid obligations and covenants, and any other provisions 'or covenant of this Agreement. 6.11 SAFETY ENGINEER shall perform the work in full compliance with applicable state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete responsibility, during the course of completion of the assignment for job site safety of ENGINEER's employees and subcontractors' employees and their property, applicable at all times, and not limited to normal working hours. Nothing in this Article requires ENGINEER to be responsible for job site safety of the DISTRICT'S property or the DISTRICT'S personnel or the property or personnel of any third parties over which ENGINEER has no authority or control. Dan Cortinovis, Furnace Operation Manual, Randy Gdeb, DP 6131, 031117 Page 11 of 16 6.12 EXAMINATION OF RECORDS ENGINEER agrees that the DISTRICT will have access to and the right to examine any directly pertinent books, documents, papers, and records of any and all transactions relating to this Agreement at any time during and after the inception of the Agreement upon reasonable notice. 6.13 TERMS No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 6.14 ASSIGNMENT ENGINEER shall not assign any rights or duties or transfer its interest in this Agreement to a third party without prior written consent of the DISTRICT. 6.15 GOVERNING LAW This Agreement shall be governed by the laws of the State of California. 6.16 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAW ENGINEER shall at all times observe all applicable provisions of federal, state, and local law and regulations including, but not limited to, those related to equal opportunity employment. 6.17- HEADINGS Article headings in this Agreement are fdr convenience only and are not intended to be used in interpreting or construing the terms, covenants, and conditions of this Agreement. 6.18 PARTIAL INVALIDITY If any term, covenant, condition, or provision of this Agreement is found by a court of competent jurisdiction .to- be- invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. 6.19. AUTHORIZATION Both the DISTRICT and ENGINEER do covenant that each individual executing. this document by. and on behalf of each party is a person duty authorized to execute contracts for that party. Dan Cortinovis, Furnace Operation Manual, Randy Grieb, D.P 6131, 031117 Page 12 of 16 0 6.20 REPORTING REQUIREMENTS r -~ ~. If ENGINEER is an individual or sole proprietor ENGINEER must furnish its Social Security Number (SSN). If ENGINEER is a corporation or partnership, ENGINEER must furnish its Federal Employer Identification Number (FEIN). ENGINEER shall complete the Taxpayer I.D. Number section below. Dan CoRinovis, Furnace Operation Manual, Randy Grieb, DP 6131, 031117 Page 13 of 16 IN WITNESS WHEREOF, the parties hereto have executed the Agreement in the day and year first above written. DAN CORTINOVIS, CONSULTING ENGINEER Name Printed: ~`{ ~ ~'2i in,~nt/is T.,_ r!cinlltJr: riNG En~`C~N~c,e OCTG:3c2 3O, zocf Name Printed: ST~~! ~ C0 ~ ~ 2 ~._ Title: O~.vN/~(L- {~1 X~L-UI STUN Date: (`I o y ~/~`-. Q, F~2 I~ Z U U S Taxpayerl.D: SSN ~~ B- 5 z_ 3 9 9 3 FEIN - CENTRAL CONTRA COSTA SANITARY DISTRICT B y : ~ fem. ~~ f~~~~ . ~ ~ ~ ~~ Randall M. Musgrave' Director of Administration Dan Cortinovis, Furnace Operation Manual, Randy Grieb; DP 6131, 0311.17 - .. ~ Page 14 of 16 9 EXHIBIT A SCOPE OF WORK Work to be performed by Pixelvision, a subcontractor to Dan Cortinovis. TASK 1: Prepare and submit five (5) copies of color coded schematics. of Multiple Hearth Furnace systems and subsystems as described below for review by District staff. Receive and incorporate comments from District staff and provide ten (10) copies of the final schematics. 1. Schematics shall be color coded using lines and symbols that coincide with the Districts existing schematics. 2. Schematics shall be provided for the following furnace systems and subsystems: a. Furnace Ash Collection(Bottom, Dry Scrubber & Soot) b. Emissions Control System c. Dry Scrubber System d. Wet Scrubber System e. Burner Piping f. Furnace Cooling Air g. Furnace Draft h. Furnace Drive i. Furnace Natural and Landfill Gas j. Furnace Compliance Schematic 3. Schematics shall call out District assigned equipment numbers next to equipment shown on the schematic. Equipment numbers shall be clearly visible and easily readable and shall be arranged in such a manner that they are not easily confused with numbers for adjacent equipment. 4. The above schematics may be combined to include more than one system or subsystem with the approval of the District representative. 5. All schematics shall be made available to District personal for review, edits, and comments before schematics should be considered final draft. TASK 2: Following Task 1, as time and budget permit, review District's work on Furnace Operations Manual for accuracy and completeness and provide written comments to the District. TASK 3: Following Task, 2, as time and budget permit, incorporate the completed Furnace Operations Manual into the Plant Information System (PIS). Dan Cortinovis, Furnace Operation Manual, Randy Grieb, DP 6131, 031117 Page 15 of 16 • • 1 i' EXHIBIT B FEE SCHEDULE Steve Colberg $125 per Hour Estimated Hours 180 Hours Copies of Draft Schematics- 5 sets (included) Copies of Final Schematics 10 sets (included) Electronic Copies of all Schematics on CD 2 CDs (included) CopylPublication Costs $25 per each additional set Total Cost of Project Not to Exceed $25,000 Dan Cortinovis, Furnace Operation Manual, Randy Grieb, DP 6131, 031117 Page i6 of 16 0 0 N 0 M M R ,,7^ V! ^~^ i.l. 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