25 0925-RFP General Electrical 2025 .pdf

REQUEST FOR PROPOSAL

PROFESSIONAL ENGINEERING SERVICES

FOR

AS-NEEDED ELECTRICAL, INSTRUMENTATION, AND

CONTROLS SERVICES

IN THE

CAPITAL IMPROVEMENT PROGRAM

October 6, 2025

Submittal Deadline: 4:00 PM, November 3, 2025 (via PlanetBids)

Central San Contact: AHolt@centralsan.org

CENTRAL CONTRA COSTA SANITARY DISTRICT

ENGINEERING DEPARTMENT

FOR

AS-NEEDED ELECTRICAL, INSTRUMENTATION, AND CONTROLS SERVICES

TABLE OF CONTENTS

PAGE

1. INTRODUCTION

A. Summary B. Tentative Schedule

2. BACKGROUND

A. Overview of Central San Facilities B. Project Description

3. SCOPE OF SERVICES

A. Design Support Services B. Construction Support Services

4. PROJECT BUDGET

5. RFP QUESTIONS

6. REQUEST FOR PROPOSAL

A. Proposal Submittal Requirements B. Proposal Content and Format

7. EVALUATION AND SELECTION CRITERIA

A. Initial Screening B. Evaluation Process C. Interview Requirements (If necessary)

ATTACHMENT 1

Proof of Insurance Coverage and Acknowledgement of Sample Agreement Terms and Conditions

APPENDICES

A. Sample Agreement and Insurance Requirements

1. INTRODUCTION

A. Summary

The Central Contra Costa Sanitary District (Central San) is soliciting proposals from qualified firms interested in providing professional engineering services for as-needed Electrical, Instrumentation, and Controls (EI&C) Services to support Central San’s Capital Improvement Program.

This Request for Proposal (RFP) will outline the evaluation and selection process for the consultant. Final selection of the top-ranked consultant will be based on the sum of scores of responsiveness to RFP, qualifications and experience, fee schedule, past performance/reference check results, and interviews (if necessary). Central San anticipates selecting only the top two (2) scoring consulting firms to interview if the sum of the qualification and proposal scores tie or are within five percent (5%).

This RFP does not commit Central San to pay any costs incurred in the preparation and presentation of submittals or to select any interested firms who respond.

This RFP, including this document, questions and answers, addenda, reference information, and other relevant documents, will be available and managed via Central San's bid portal, PlanetBids, at https://vendors.planetbids.com/portal/14663/bo/bo-detail/134362 . This RFP is also accessible through Central San's construction website, www.centralsan.org/construction, under the RFP section.

B. Tentative Schedule

Central San has established the following target dates for evaluation and scheduling purposes. The following dates are tentative, non-binding, and are subject to change without prior notice.

• Request for Proposal ............................................. October 6 – November 3, 2025 o RFP Advertisement ....................................................................... October 6, 2025 o Deadline for Proposers to Submit Questions ............................... October 15, 2025 o Anticipated Deadline for Central San to Respond to Questions .. October 20, 2025 o Proposal Submittal Deadline ................................................. November 3, 2025

• Anticipated Notification of Interview Short-List (Optional).............. November 10, 2025

• Anticipated Interview Date (Optional) ........................................... November 19, 2025

• Anticipated Contract Award ............................................................ January 12, 2026

• Anticipated Notice to Proceed ............................................................... February 2026

• Anticipated As-Needed Services............................................................... 2026 - 2030 https://vendors.planetbids.com/portal/14663/bo/bo-detail/134362 https://vendors.planetbids.com/portal/14663/bo/bo-detail/134362

2. BACKGROUND

A. Overview of Central San Facilities

Central San collects and treats an average of 32 million gallons of wastewater per day for nearly 500,000 residents and 15,000 businesses in Central Contra Costa County.

Central San operates and maintains over 1,500 miles of pipeline, 18 pump stations, and 21 miles of force main that transport wastewater to Central San’s wastewater treatment plant located in Martinez, CA. Treated effluent from the treatment plant is discharged into Suisun Bay or treated further for recycled water use.

Central San’s treatment plant electrical distribution facilities were constructed in the mid- 1970s and modified over time under several subsequent projects. Normally over 90% of the plant power is supplied by a cogeneration system. When necessary, the treatment plant imports about 3 megawatt (MW) of power from the utility (PG&E) from a 115 kilovolt (kV) feed. There is also a redundant 21 kV B-Side feeder to the plant, but its capacity is limited to only about 1.4 MW. Imported power is distributed at 12 kV via the primary Substation 82 through dual redundant feeders to the other nine substations throughout the plant for each wastewater treatment process area. The plant also has two 2-MW standby generators as backup. The relay coordination and arc flash analysis for the plant was last updated in 2024. Proper relay settings protect the electrical system when there is a fault, while not shutting down any more of the plant than necessary.

B. Project Description

Central San has several in-house projects under design and provides construction management each year, as well as existing facilities to maintain, and may require EI&C engineering support. During the term of the agreement, the selected firm will provide varied levels of EI&C engineering consulting, condition assessment, design, construction support, power system studies (protective relaying coordination and arc flash analysis) and other related services on an as-needed basis.

3. SCOPE OF SERVICES

The scope of work that follows contains a general outline of the tasks that may be requested by Central San.

A. Design Support Services

• Perform field investigations of existing Central San EI&C systems.

• Prepare and or review plans and technical specifications for bid (EI&C section only: Central San shall be responsible for front-end documents).

• Conduct assessments of existing EI&C systems.

• Assist in pre-bid and job walks with contractors.

• Provide addenda to EI&C work.

• Assist in standardizing EI&C requirements for future projects, including technical specifications and EI&C general specifications.

• Provide 3rd party review of design and construction documents.

• Assist in creating a Master Plan Document for Central San to use to prioritize future electrical projects.

• Assist in creating Electrical Design Standards.

B. Construction Support Services

• Review, answer, and coordinate field questions.

• Shop drawing review.

• Field verification and compliance to specifications.

• Attend progress meetings with contractors and assist in design modifications.

• Respond to a variety of technical and standard questions from contractors, subcontractors, and engineers regarding construction plans and specifications.

C. Power System Studies Using SKM - Protective Relaying Coordination and Arc Flash Analysis

• Review existing electrical system and relay settings based on previous studies and existing SKM model.

• Prepare SKM models and system studies for new electrical facilities.

• Initial site visit to assist in documenting as-is conditions and generally discuss project specific scopes of work and project plans.

• Review the electrical specification sections and electrical drawings of 50%, 90%, and final bid documents.

• Model verification by updating appropriate impedances, network connections, and relay data, with some initial fault analysis performed as a basic check of the results.

• Provide recommendations to Central San for proper operation relay settings for both a utility fault or an internal facility fault.

• Provide recommendations to Central San for relay upgrades that could improve relay coordination or other benefits, including the engineering associated with these upgrades and required for proper configuration of the system.

• Provide alternatives to reduce arc flash energy hazards that include all relevant criteria such as reliability and redundancy, capital and operations and maintenance costs, how such alternatives address existing challenges, and how such alternatives affect operations and maintenance. The analysis shall conclude with a recommended alternative.

• Provide construction support and review electrical equipment submittals, mainly fault protection, but may also extend to other electrical submittals.

Project sites will be within Central San’s service area or at the wastewater treatment plant in Martinez and the Consultant firm may be assigned multiple projects at the same time. The Consultant will be expected to provide written reports, technical memoranda, calculations, or other documentation as necessary, have the capability to develop biddable design documents, and construction support services.

4. PROJECT BUDGET

Compensation will be on a time and materials basis with a not-to-exceed ceiling for the entire contract. The services to be performed under this contract will be on an as-needed or on-call basis. It is expected that as specific tasks are identified over the course of the contract term, a scope of services write-up will be prepared and submitted to Central San’s Project Manager, and the associated schedule and level of effort will be negotiated for each task. The total estimated consultant fees are expected to reach $1,500,000 over a four-year period. Central San may split the work and contract with up to three firms at its discretion.

5. RFP QUESTIONS

All questions and responses concerning this RFP will be managed through the Questions and Answers section on PlanetBids. The deadline for submitting questions, and/or clarifications is 4:00 PM on October 15, 2025. Central San’s anticipated deadline for responding to questions is October 20, 2025.

Any subsequent addenda to the RFP will be accessible through PlanetBids or a link on Central San’s website, www.centralsan.org.

6. REQUEST FOR PROPOSAL

A. Proposal Submittal Requirements

Proposals shall be submitted electronically in PDF file format on PlanetBids and clearly labeled “As-Needed Electrical, Instrumentation, and Controls Services Proposal by [Proposer’s Name]”:

Proposals must be uploaded to PlanetBids by no later than 4:00 PM on November 3, 2025.

Late submissions will not be considered, including those received late due to delivery service failure, including internet issues. Proposals that are submitted by mail, fax or email will not be accepted.

http://www.centralsan.org/

B. Proposal Content and Format

Proposals shall be clear and concise, responsive to all RFP requirements, and formatted as follows:

• The proposal shall consist of the following sections, separated by tabs:

TABLE 1

PROPOSAL PAGE LIMITS

PROPOSAL SECTIONS PAGE LIMITS

A. COVER LETTER 1

B. EXECUTIVE SUMMARY 1

C. FIRM QUALIFICATIONS 2

D. RELEVANT EXPERIENCES AND REFERENCES 3

E. EI&C ENGINEERS 1

ATTACHMENT 1 – PROOF OF INSURANCE COVERAGE

AND ACKNOWLEDGEMENT OF SAMPLE AGREEMENT

TERMS AND CONDITIONS

N/A

APPENDIX – RESUMES (MAXIMUM PER RESUME) 2

• The total page limit for the proposal is twenty-five (25) pages including resumes (Excludes Proof of Insurance Coverage).

• Page limits are based on single-sided pages. Double-sided pages count as two (2) pages.

• Pages shall be 8 ½”x11” and have margins no smaller than 1” on all sides.

• Use of 11”x17” in landscape format is acceptable for tables and charts. Each 11”x17” page shall be single-sided and counts as one (1) page.

• Font size shall be no smaller than 11 pt.

• Every page of the submittal shall be numbered, except divider pages.

• Cover Letter: The Cover Letter shall:

i. Be signed by an individual authorized to obligate the Proposer to fulfill the commitments contained in the proposal.

ii. Include a statement of the overall ability, qualifications, commitment, and availability to conduct the work.

iii. Include the name, address and phone number of the Proposer.

iv. Include State of California DIR registration number

• Executive Summary: The Executive Summary shall cover the following topics at a minimum:

i. Include a brief description of the Proposer’s background and qualifications.

ii. Summarize the qualifications, availability, and proximity of the proposed inspectors to Central San’s service area.

• Firm Qualifications. The Form Qualifications section shall:

i. Include a description and background summary of the Prime Proposer’s professional experience. Summary shall include corporate qualifications, commitment, strength, and technical capabilities to fulfill all services required and successfully accomplish the work.

ii. Include descriptions of how the proposed subconsultants (if any) meet the minimum qualifications.

iii. Include descriptions of successfully completed qualifying experiences as they relate to the proposed Scope of Services described in this RFP. Descriptions should include project summaries, Proposer’s role and responsibilities on the project, cost of project, clients names, dates when the projects were performed, and Proposer’s performance on delivering the project on schedule and on budget.

• Relevant Experience and References: The Relevant Experience and References shall:

i. Details of EI&C engineering services provided by company.

ii. Include a description and background summary of the firm’s experience as it relates to on-call or as-needed contracts. Describe relevant experience within the wastewater industry. Summary shall include company qualifications, commitment, strength, and technical capabilities to fulfill all services required and successfully accomplish the work.

iii. Company experience with names of clients and brief scope of projects.

iv. References of at least three similar projects within the last five years:

a. Client/Agency name, location

b. Contact/ Representative name, title, and phone number

c. Brief description of the project’s scope

• EI&C Engineers: The EI&C Engineers shall:

i. Define the qualifications and experience of the EI&C personnel to be assigned to the contract.

• Fee Schedule: The Fee Schedule section shall:

i. Include job titles with an hourly rate schedule, mileage rate, and other costs to be billed.

• Attachment 1 - Proof of Insurance Coverage and Acknowledgement of Sample Agreement Terms and Conditions: The Attachment 1 shall:

i. Confirm that the firm included proof of insurance coverage with the proposal.

ii. Acknowledge that terms and conditions of the sample agreement are acceptable without exceptions.

iii. Any requested exceptions shall be presented to Central San prior to selecting or awarding the top-ranking firm(s).

• Appendix: The Appendix shall:

i. Include resume(s) in the Proposer’s qualifications. The resume(s) shall clearly indicate the proposed team member’s role in the contract.

7. EVALUATION AND SELECTION CRITERIA

A. Initial Screening

Central San’s selection committee will review each proposal for initial determinations on responsiveness and responsibility. The initial screening includes reviewing each submittal for compliance with the minimum qualification requirements. Submittals are not scored during the initial screening process. Initial screening is a “pass/fail” determination of whether or not the proposal meets the minimum requirements.

Submittals found to be responsive, submitted by responsible Proposers, and meeting the minimum qualifications based on this initial screening shall proceed to the proposal evaluation process described below.

B. Evaluation Process

Final scoring and selection of the top-ranked Proposer(s) will be based on the sum of their proposal, fees, and interview, if necessary.

It is critical that the personnel included in the Proposer’s submittal remain unchanged throughout the Proposal, interview process, and throughout duration of the agreement.

Requested changes to the Proposer’s staffing shall be submitted to Central San by email or in writing for review. Central San reserves the right to disqualify Proposers based on unacceptable changes to the proposed personnel.

Central San’s selection committee will exercise their judgment on the percent-weighted evaluation criteria shown in Table 2 to score the responsive Proposals.

TABLE 2

PROPOSAL RATING CRITERIA

CRITERIA POINT

VALUE

RESPONSIVENESS TO RFP 5

QUALIFICATIONS AND EXPERIENCE 30

FEE SCHEDULE 30

OFFICE PROXIMITY TO CENTRAL SAN 5

QUALITY OF REFERENCES/REFERENCE CHECK RESULTS 30

TOTAL 100

INTERVIEWS (OPTIONAL) 15

C. Interview Requirements (If necessary)

Central San may select up to the top three scoring Proposers to interview based on the proposal scores. Interviews may be required if two or more proposal scores are tied, or within 5 percent, or Central San chooses to split the scope of work tasks between multiple firms. All interviews may be conducted on November 19, 2025, or another agreed upon date, at Central San’s offices, 5019 Imhoff Place, Martinez, CA 94553.

Central San anticipates the interviews to be a maximum of one hour in length.

The Proposer’s attendance at the interview will be limited to a maximum of three members of the Proposer’s team. The Proposer must select the attendees from the proposed team submitted in the Proposer’s proposal. Central San anticipates contacting each Proposer by November 10, 2025, to notify them of their respective scheduled interview time slots and to convey any additional interview guidelines or changes.

Central San’s interview panel may consist of Central San and/or non-Central San personnel. The interview panel will score each interview using the criteria below and add to the total score, if needed.

i. Questions and Answers: The Proposer will be evaluated based on their ability to receive and respond to questions from Central San’s interview panel.

ATTACHMENT 1

FOR

AS-NEEDED ELECTRICAL, INSTRUMENTATION, & CONTROLS SERVICES

2026 – 2030

Proof of Insurance Coverage and Acknowledgement of Sample Agreement Terms and Conditions

1. ☐ Included Proof of Insurance Coverage (with appropriate limits)

2. ☐ Acknowledgement and Acceptance of Sample Agreement Terms and

Conditions

By: ________________________________ Authorized Signature

Name: ________________________________ Print

Company

Date

APPENDICES

A. SAMPLE AGREEMENT AND INSURANCE REQUIREMENTS

Engineer’s Name, Description, Number Page 1 of 27 4883-6549-6996 v4

AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES

BETWEEN

AND

AGREEMENT NO.

THIS AGREEMENT is made this day of , _____, by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, 5019 Imhoff Place, Martinez, California (“CENTRAL SAN”) and , , (“ENGINEER”).

RECITALS:

WHEREAS, CENTRAL SAN desires to contract with ENGINEER to provide professional engineering services in connection with the project (“Project”); and

WHEREAS, ENGINEER is willing and holds itself capable and qualified to contract with CENTRAL SAN to provide such professional engineering 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 CENTRAL SAN hereby engages ENGINEER, who hereby accepts the engagement to perform certain professional engineering services described in Exhibit A (“Assignment”) in connection with the Project.

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 www.centralsan.org

ROGER S. BAILEY

General Manager

J. Leah Castella

Counsel for Central San

(510) 375-4571

KATIE YOUNG

Secretary of Central San

Engineer’s Name, Description, Number Page 2 of 27

Agreement is obtained. The engagement of ENGINEER shall continue until (“End Date”). If the engagement of ENGINEER is not extended by mutual written consent of CENTRAL SAN 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, 6.10, 6.11, 6.14, 6.16, and 6.19 shall continue in full force and effect after termination of this Agreement due to completion or pursuant to Article 6.9.

1.4 Authorization for ENGINEER to proceed will be granted in writing by CENTRAL

SAN as soon as both parties sign the Agreement and applicable insurance documents are received and are accepted by CENTRAL SAN. 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 in intended, the relationship of ENGINEER to CENTRAL SAN being that of an independent contractor. ENGINEER shall determine the method, details and means of performing the work and services to be provided by it under this Agreement. ENGINEER shall be responsible to CENTRAL SAN only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to CENTRAL SAN’s control with respect to the physical action or activities of ENGINEER in fulfilling this Agreement. ENGINEER has sole control over the manner and means of performing the services and work under this Agreement. If necessary, ENGINEER has the responsibility for employing other persons or firms to assist ENGINEER in fulfilling the terms and obligations under this Agreement, subject to the terms of this Agreement. CENTRAL SAN 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 technical services included in this Agreement are described in the

Scope(s) of Work (See Exhibit A). Though not necessarily described in the Scope(s) of Work, ENGINEER shall provide all services ordinarily provided by similarly situated consultants during similar assignments that are necessary to complete the Scope(s) of Work. All work and services provided by ENGINEER pursuant to this Agreement and/or a Scope(s) of Work shall be provided with the standard of care applicable to similarly situated engineers providing the type of work and services performed under this Agreement.

2.2 ENGINEER hereby warrants that ENGINEER and all of said ENGINEER’s employees and subconsultants hold, have obtained, and shall continue to maintain

Engineer’s Name, Description, Number Page 3 of 27 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 by federal, state, and/or local laws, regulations, and ordinances, if any. Failure of ENGINEER, its employees and subconsultants 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 CENTRAL SAN AND OF ENGINEER

3.1 CENTRAL SAN, without cost to ENGINEER, will provide all pertinent information reasonably available to it which is necessary for performance by ENGINEER under this Agreement, including pertinent reports and data relative to the work.

CENTRAL SAN 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 CENTRAL SAN by person or persons not employees of CENTRAL SAN, 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 CENTRAL SAN or otherwise supplied that information, report or data to CENTRAL SAN.

3.2 CENTRAL SAN will designate as the person to act as CENTRAL SAN’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 CENTRAL SAN’s policies and decisions pertinent to the work. In the event CENTRAL SAN wishes to make a change in CENTRAL SAN’s representative, CENTRAL SAN will notify ENGINEER of the change in writing.

3.3 ENGINEER 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, specifications, opinions, recommendations, reports, and other services furnished and/or work undertaken by ENGINEER pursuant to this Agreement.

3.4 CENTRAL SAN’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 CENTRAL SAN’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 CENTRAL SAN, ENGINEER shall provide information related to the work that is reasonably necessary to assist

Engineer’s Name, Description, Number Page 4 of 27

CENTRAL SAN in its coordination of the efforts of others performing services related to the work.

ARTICLE 4 COMPENSATION

4.1 CENTRAL SAN will pay ENGINEER for work performed under this Agreement, which work can be verified by CENTRAL SAN, on the basis of the following:

(*Pick one method of payment and delete other alternatives)

*4.1.1 FIXED LUMP SUM PAYMENT

Compensation for engineering services performed under this agreement shall be the lump sum payment amount set forth in Article 4.2. The lump sum payment amount is the full compensation for services to complete the work, unless the scope of work or time to complete the work is changed by CENTRAL SAN in writing in advance of the work to be performed thereunder. Adjustments of the lump sum payment amount will only be allowed as a result of Article 6.4. In no event shall ENGINEER be entitled to compensation over and above the original fixed lump sum payment amount where changes in the scope of work or the time for performance are necessitated by the acts of or failures to act of ENGINEER, or any subconsultant, agent, or other person performing under it.

Progress payments shall be made monthly in proportion to the amount of the task or phase that is performed in that month, as determined by ENGINEER and approved by CENTRAL SAN or its authorized representative. Five percent (5%) will be deducted by CENTRAL SAN from each monthly payment and retained by CENTRAL SAN until it accepts the completion of the work to be performed by ENGINEER under this Agreement. Within thirty (30) calendar days of receipt of written notice by ENGINEER that it has completed the work to be performed under this Agreement, CENTRAL SAN will either payout said retention or provide ENGINEER with written notice of its grounds for not accepting said work.

Said acceptance will not be unreasonably withheld.

OR

*4.1.1 DIRECT LABOR TIMES A MULTIPLIER WITH A COST CEILING

Compensation for engineering services performed under this Agreement includes direct labor costs incurred during the execution of the work multiplied by an agreed upon and fixed factor (the Multiplier).

ENGINEER’s compensation also may include other non-labor direct charges borne by ENGINEER. Allowable non-labor direct charges shall

Engineer’s Name, Description, Number Page 5 of 27 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 herein. For the purposes of determining payments to ENGINEER, allowable and unallowable costs shall be defined as follows:

(a) Direct labor costs include salaries and wages paid to personnel for time chargeable to the work. Direct labor costs do not include the cost of fringe benefits, indirect costs, ENGINEER’s profit, or non-labor direct charges including outside consultant charges and subconsultant charges.

(b) Indirect costs are allocations of costs that are not directly chargeable to a specific engagement and are commonly referred to as ENGINEER’s overhead. For the purpose of this Article, indirect costs include ENGINEER’s statutory and customary benefits, such as sick leave, holidays, vacations, and medical and retirement benefits, and the cost of the time of executive and administrative personnel whose time is not directly identifiable to the work. Indirect costs also include the costs incurred by ENGINEER associated with such things as clerical support, office space, light and heat, and insurance.

(c) 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.

Reimbursement by CENTRAL SAN of lodging, meals, and incidentals incurred by the ENGINEER in the scope of the contract shall not exceed the daily lodging rates (excluding taxes and fees) and meals and incidentals rates established by the Federal General Services Administration (GSA) for Central Contra Costa County (i.e., Walnut Creek, Pleasant Hill, Martinez, etc.), as published on their website at www.gsa.gov/perdiem.

(d) Other allowable non-labor direct charges may include outside consultant charges and subconsultant charges which have been authorized by CENTRAL SAN under Article 6.2 of this Agreement.

Such ENGINEER charges and subconsultant charges may include a percent ( %) markup for the administrative costs associated with the engagement of the outside consultant and/or subconsultant.

For this Agreement the Multiplier to be used shall be times direct labor. The use of the Multiplier shall provide for ENGINEER’s professional

Engineer’s Name, Description, Number Page 6 of 27 fee and profit. For determination of the direct labor costs and other non-labor direct costs to be used under this Agreement, see ENGINEER’s Fee Schedule, attached as Exhibit B.

A firm cost ceiling has been established as set forth in Article 4.2 for the work and such ceiling shall constitute the maximum payment for the subject scope of work and shall not be exceeded without prior written authorization of CENTRAL SAN. In the event the scope of work is expanded or reduced by CENTRAL SAN, the cost ceiling shall be subject to renegotiation, upward and downward to reflect the changes in service 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 and addenda where changes in the scope of work or the time for performance are necessitated by the acts of or failures to act of ENGINEER, or any subconsultant, agent, or other person performing under it.

ENGINEER shall notify CENTRAL SAN when the costs incurred for the work total approximately 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 complete the task or tasks set forth in the scope(s) of work shall be greater or less than the cost ceiling. Receipt by CENTRAL SAN 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 which CENTRAL SAN may have under this Agreement.

Charges are to be invoiced based on costs incurred on a monthly basis, as such costs may be determined under this Article.

*4.1.1 HOURLY RATE WITH A COST CEILING

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 subconsultants 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

Engineer’s Name, Description, Number Page 7 of 27 direct charges shall be defined as follows:

(a) Allowable non-labor direct charges which may be billed at cost subsistence, printing and reproduction, computer time and shall not exceed the daily lodging rates (excluding taxes and fees) and meals and incidentals rates established by the Federal General Services Administration (GSA) for Central Contra Costa County (i.e.,

(b) Other allowable non-labor direct charges may include outside consultant charges and subconsultant’s charges which have been authorized by CENTRAL SAN under Article 6.2 of this Agreement.

Such ENGINEER charges and subconsultant charges may include a percent ( %) markup for administrative costs associated with the engagement of the outside consultant and/or subconsultant.

A firm cost ceiling has been established in Article 4.2 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 CENTRAL SAN. In the event the scope of work is expanded or reduced by CENTRAL SAN, 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 acts of or failures to act of ENGINEER, or any subconsultant, agent, or other person performing under it.

total work approximate seventy-five percent (75%) of the cost ceiling.

With the notification, ENGINEER shall indicate whether the sum of the current cost 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 CENTRAL SAN 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 that CENTRAL SAN may have under this

Engineer’s Name, Description, Number Page 8 of 27

Agreement.

Charges are to be invoiced based on the agreed upon hourly rates invoiced on a monthly basis. Other direct charges as provided for in this Article shall be invoiced on a monthly basis.

*4.1.1 HOURLY RATE WITH A FIXED FEE

shall be determined on the basis of ENGINEER’s regular hourly rate 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, and overhead excluding ENGINEER’s profit.

ENGINEER’s compensation also may include other 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 below. 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 subsistence, printing and reproduction, computer time and shall not exceed the daily lodging rates (excluding taxes and fees) and meals and incidentals rates established by the Federal General Services Administration (GSA) for Central Contra Costa County (i.e.,

(b) Other allowable non-labor direct charges may include outside

ENGINEER charges and subconsultant’s charges which have been authorized by CENTRAL SAN under Article 6.3 of this Agreement.

Such ENGINEER charges and subconsultant charges may include a percent ( %) markup for administrative costs associated with the engagement of the outside consultant and/or subconsultant.

ENGINEER shall exercise its good faith best efforts to facilitate a full and clear definition of the scope of all assigned work so that the payment for the total hours worked and the fixed fee (ENGINEER’s profit) shall cover

Engineer’s Name, Description, Number Page 9 of 27 all tasks necessary to complete the work. The fixed fee amount of dollars ($ ) agreed to shall be the full compensation for

ENGINEER’s profit for all services to complete the work.

A firm cost ceiling has been established in Article 4.2 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 CENTRAL SAN. In the event that additional hours of work are approved by CENTRAL SAN, the cost ceiling shall be changed to reflect the additional hours of services and their costs. No adjustment will be made in the fixed fee amount. The adjustment to total hours worked and time of performance 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 acts of or failures to act of ENGINEER, or any subconsultant, agent, or other person performing under it.

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 complete the task or tasks set forth in the scope(s) of work will be greater or less than the cost ceiling. Receipt by CENTRAL SAN 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 which CENTRAL SAN may have under this Agreement.

Charges are to be invoiced based on the agreed upon hourly rates invoiced on a monthly basis. Other direct charges as provided for in this Article shall be invoiced on a monthly basis.

*4.1.1 FEE SCHEDULE IN EXHIBIT B

CENTRAL SAN agrees to pay ENGINEER in accordance with the terms set forth in Exhibit B, entitled “Fee Schedule,” which is attached to and incorporated in this Agreement. Said compensation shall be considered full and complete reimbursement for all of the ENGINEER’s costs associated with the services provided hereunder.

4.2 ESTIMATED CHARGES

Engineer’s Name, Description, Number Page 10 of 27

(**Pick the applicable statement that matches the Method of Payment selected in Article 4.1.1 above.)

**The total estimated charges for all work under this Agreement is _____ dollars

($ ) and such amount is the lump sum amount as agreed.

**The total estimated charges for all work under this Agreement is _____ dollars

($ ) and such amount is the cost ceiling as described herein.

4.3 MONTHLY PAYMENT TO ENGINEER

4.3.1 All payments by CENTRAL SAN shall be made in arrears, after satisfactory service, as determined and approved by CENTRAL SAN, has been provided. Where incremental billings for partially completed items is permitted, the total incremental billings shall not exceed the percentage of estimated completion as of the billing date. Payment by CENTRAL SAN under this Agreement shall not be interpreted to imply that CENTRAL SAN has inspected, approved, or accepted the work that has been performed by ENGINEER.

4.3.2 Invoices received from ENGINEER pursuant to the Agreement will be reviewed and approved by the initiating CENTRAL SAN Department. All invoices shall set forth the Agreement Number and the name of CENTRAL SAN’s Project Manager and be accompanied by cost documentation determined by CENTRAL SAN to be sufficient to allow the determination of the reasonableness or accuracy of said invoice.

4.3.3 In the event that a payment dispute arises between the parties, ENGINEER shall provide to CENTRAL SAN full and complete access to ENGINEER’s labor cost records and other direct cost data, and copies thereof if requested by CENTRAL SAN.

4.3.4 CENTRAL SAN may withhold payment of a portion of an invoice because of defective work not remedied or because of unsatisfactory work performed by ENGINEER. When the foregoing grounds are removed by ENGINEER, payment shall be made for amounts withheld because of them.

4.3.5 Payment will be made by CENTRAL SAN within thirty (30) calendar days after receipt of the invoice or the resolution of any billing dispute. In no event will CENTRAL SAN pay late fees to ENGINEER on the

Engineer’s Name, Description, Number Page 11 of 27 compensation due ENGINEER under the terms of this Agreement.

4.4 COST OF REWORK

ENGINEER shall, at no cost to CENTRAL SAN, prepare any necessary rework occasioned by ENGINEER’s failure to provide the services specified in Article 2, Services of ENGINEER, herein, in a satisfactory manner, due to any act or omission attributable to ENGINEER, or its agents, including subconsultants.

ARTICLE 5 COMPLETION SCHEDULE

5.1 The completion schedule for the work is as follows with all times identified from the date that CENTRAL SAN 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 Completed by (Enter End Date)

5.2 It is expected that work shall be completed in accordance with the above schedule.

Time is of the essence for this Agreement.

5.3 In the event that a dispute arises between ENGINEER and CENTRAL SAN relating to any work ENGINEER is to perform hereunder, ENGINEER shall notify CENTRAL SAN, in writing, of said dispute within five (5) calendar days of ENGINEER’s realization of the events and/or conditions giving rise to said dispute.

In any event, ENGINEER shall continue its work throughout the course of any dispute, and ENGINEER’s failure to continue its work during a dispute shall be a material breach of this Agreement.

5.4 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.

6.2 SUBCONSULTANTS AND OUTSIDE CONSULTANTS

6.2.1 No subcontract shall be awarded or an outside consultant engaged by

ENGINEER unless prior written approval from CENTRAL SAN is

Engineer’s Name, Description, Number Page 12 of 27 obtained. No additional approval shall be required for subcontracting with or engagement of an outside consultant set forth in an exhibit to this Agreement (Exhibit ), subject to Article 6.2.2 below.

6.2.2 If any subcontract is awarded or an outside consultant is engaged by

ENGINEER to perform work and/or provide services that are subject to California prevailing wage laws, where such prevailing wage work was not initially anticipated, ENGINEER shall notify CENTRAL SAN in writing of the subconsultant and/or outside consultant, the scope of work said subconsultant or outside consultant will perform, and any other information CENTRAL SAN deems reasonably necessary to complete and file the required Form PWC-100 or any other documents.

6.3 INSURANCE

6.3.1 ENGINEER shall, at its own expense, procure and maintain the types of insurance with the specified terms and conditions as detailed in Exhibit

- Insurance Requirements. Coverage must be in place for the duration of the work and the warranty period.

6.3.2 ENGINEER shall require and verify that any subconsultants maintain insurance meeting all the requirements stated herein, and ENGINEER shall ensure that CENTRAL SAN is an additional insured on insurance required from subconsultants.

6.3.3 Failure by ENGINEER to maintain the types of insurance required hereunder or to require subconsultants to maintain the types of insurance required herein during the duration of the work and warranty period shall constitute a material breach of this Agreement.

6.4 CHANGES IN SCOPE OR TIME

If CENTRAL SAN 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 CENTRAL SAN of the notification of change unless CENTRAL SAN grants a further period of time for assertion of claim before the date of final payment under this Agreement.

If circumstances or conditions (including but not limited to project delays) arise such that ENGINEER believes work requested under the original scope or time of completion cannot be completed within the firm cost ceiling referred to in Article

4.1.1 and Article 4.2, or ENGINEER has received requests for services that in ENGINEER’s view are not within the original scope and for which CENTRAL SAN has not yet made a formal change to the Agreement, ENGINEER shall timely

Engineer’s Name, Description, Number Page 13 of 27 initiate a request for revision to this Agreement notifying both the specified CENTRAL SAN Project Manager and the CENTRAL SAN Representative. Upon such request, ENGINEER and CENTRAL SAN representatives will meet to clarify expectations that may result in (1) amendments to the Agreement (including the issuance of a revised or new Task Order), or (2) concurrence that the Agreement does not require changes; or (3) further escalation including involvement of higher authorities at each entity to avoid later disputes or damages to the Parties.

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 CENTRAL SAN:

5019 Imhoff Place Martinez, CA 94553

Attention:

Agreement No.:

Telephone:

CENTRAL SAN’s Project Manager for this work is

To ENGINEER:

NAME OF BUSINESS

Address City, State, Zip

Attention:

Telephone:

6.6 PERMITS AND TAXES

ENGINEER shall, unless otherwise provided elsewhere in the Agreement, at its expense, obtain all permits and licenses and pay all charges and fees necessary for the performance of the Agreement, and shall give all public notices necessary for the lawful performance of the Agreement.

Engineer’s Name, Description, Number Page 14 of 27

ENGINEER shall pay all taxes, levies, duties, and assessments of every nature due in connection with any work under the Agreement, shall make any and all payroll deductions required by law, and shall indemnify and hold harmless CENTRAL SAN from any liability on account of any and all such taxes, levies, duties, assessments, and deductions.

6.7 POSSESSION AND OWNERSHIP OF DRAWINGS, SPECIFICATIONS, AND

NOTES

6.7.1 All rights, title, royalties, and interest to all work product of ENGINEER resulting from its performance under this Agreement, including software, systems, networks, drawings and specifications, data, reports, estimates, opinion, recommendations, 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 CENTRAL SAN, and none shall be revealed, disseminated, or made available by ENGINEER to others without prior consent of CENTRAL SAN. If this Agreement is canceled in accordance with Articles 6.9, ENGINEER shall deliver such documents within two weeks of cancellation.

6.7.2 All dealings of the parties under this Agreement shall be confidential and no report, data, information, or communication developed, prepared, or assembled by ENGINEER under this Agreement shall be revealed, disseminated, or made available by ENGINEER to any person or organization other than CENTRAL SAN without the prior written consent of CENTRAL SAN.

6.7.3 ENGINEER shall immediately notify CENTRAL SAN in writing of any

California Public Records Act request, subpoena, or other demand for inspection or production requiring ENGINEER to produce or disclose confidential, proprietary, private or other documents and things ENGINEER has in its possession, custody and/or control due or relating to work performed hereunder or this agreement, generally.

6.7.4 It is understood that ENGINEER’s work product is prepared for the specific assignment at hand. Any reuse of said work products by CENTRAL SAN for an application other than reasonably contemplated by the assignment will be at CENTRAL SAN's own risk. Any use by CENTRAL SAN of incomplete software, systems, drawings, specifications, or other related materials without the express written authorization of ENGINEER will also be at CENTRAL SAN's own risk.

Engineer’s Name, Description, Number Page 15 of 27

6.8 ENGINEER’S ASSIGNED PERSONNEL

ENGINEER designates 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…