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HomeMy WebLinkAbout112612_ca03Department of Pubuc worxs O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of Commissioners Philip Morley, County Administrator From: Frank Gifford, Public Works Director ~jn / Agenda Date: November 26, 2012 Subject: Membrane Bioreactor (MBR) Procurement Contrac t-Port Hadlock Wastewater Facility Statement of Issue: Through a competitive bid process, Ovivo USA, LLC, (formerly Enviroquip), was selected as the Membrane Equipment Contractor (MEC) for the Port Hadlock Wastewater Prujec.t. Tliis is the procurement contract for services and equipment from OVIVO. Analysis/Strategic Goals/Pro's & Con's: Because of the differing approaches between available MBR systems, it is necessary to enter into a contract with the equipment supplier during the design phase so that the treatment facility design considers the equipment that will be installed. Fiscal Impact/Cost Benefit Analysis: Total contract price is $1,677,431 and includes final design services, MBR equipment and services during construction, sales tax, and a membrane service agreement. Portions of Ovivo's Final Design Service costs are matched by the EPA Special Appropriation Act Project Grant and construction portions of the contract will be financed through the PWTF loan. Recommendation: The Board is asked to execute all three (3) original agreement forms and return two (2) to Public Works for further processing. Department Contact: Joel Peterson, Project Manager: 385-9173 Review By: /'1 i ,. C~/~/ ~ C l~f~G- .~, Phi rp Morley, Cou ty Administrat Date AGREEMENT Port Hadlock Water Reclamation Facility Procurement: Design Services and Membrane Bioreactor Equipment and Construction Services TABLE OF ARTICLES Article Article No. Goo s an Special Services ............................................................................................................................................1 The Project .......................................................................................................................................................................2 Engineer ...........................................................................................................................................................................3 Point of Destination .........................................................................................................................................................4 Contract Times .................................................................................................................................................................5 Contract Price ..................................................................................................................................................................6 Payment Procedures .........................................................................................................................................................7 Interest .............................................................................................................................................................................8 Representations ................................................................................................................................................................9 Contract Documents .........................................................................................................................................................10 Miscellaneous ..................................................................................................................................................................11 00520-1 AGREEMENT THIS AGREEMENT is between Jefferson County ("Buyer") and Ovivo USA, LLC ("Seller"). Buyer and Seller, in consideration of the mutual covenants set forth herein, agree as follows: ARTICLE 1-GOODS AND SPECIAL SERVICES 1.01 Seller shall furnish the Goods and Special Services as specified or indicated in the Contract Documents. The Goods and Special Services to be furnished are described in Attachment 1 -Scope of Work for Design Services, Division 11 Section "Membrane Bioreactor Equipment," and Division O 1 Section "Membrane Service Agreement." ARTICLE 2 -THE PROJECT The Project for which the Goods and Special Services to be provided under the Contract Documents may be the whole or only a part is generally described as follows: The intent of the work is to design and construct Phase 1 of the Port Hadlock Water Reclamation Facility Project while meeting all requirements for reliability and redundancy for water reuse. This phase of the project includes the initial construction of components and systems to achieve Class A treated wastewater per the Washington State Department of Ecology Criteria for Sewage Works Design -current revision, and established drinking water standards per the Washington State Department of Health. Raw sewage will be conveyed from the County's collection system to the facility, where fine screening will take place prior to entering the biological treatment process. Treatment processes include influent pumping, fine screening, biological nitrogen removal, and ultraviolet light disinfection. After construction is completed, support services to assist the County in operating and maintaining the facility are included. ARTICLE 3 -ENGINEER 3.01 The Contract Documents for the Goods and Special Services have been prepared by Tetra Tech, Inc., who is hereinafter called ENGINEER and who is to assume all duties and responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with the furnishing of Goods and Special Services. ARTICLE 4 -POINT OF DESTINATION 4.01 The place where the Goods are to be delivered is defined in the General Conditions as the Point of Destination and is designated as: Port Hadlock Water Reclamation Facility Port Hadlock, WA 98368 ARTICLE 5 -CONTRACT TIMES 5.01 Material Terms A. All time limits for Milestones, if any, the delivery of Goods and the furnishing of Special Services as stated in the Contract Documents are deemed material terms of this Contract. 5.02 Days for Submittal of Shop Drawings A. All Shop Drawings and Samples required by the Contract Documents for Goods and Services During Construction will be submitted to Buyer for Engineer's review and approval within 28 days and approved within 70 days after the Notice to Commence Fabrication is issued. 5.03 Days to Achieve Delivery of Goods 00520-2 A. The Goods are to be delivered to the Point of Destination and ready for Buyer's receipt of delivery on (or within a period of 15 days prior to) the 200th day after the date when the Contract Times commence to run as provided in Paragraph 2.03 of the General Conditions. Upon acceptance of County's Purchase Order or, alternatively, where specified in the Purchase Order, upon receipt of County's Notification to Proceed with Fabrication of Equipment that satisfies Bidder's requirements for meeting the delivery schedule, Bidder shall commence fabrication of equipment. The place of delivery specified therein shall be firm and fixed, provided that County may notify Bidder no later than 45 days prior to the scheduled shipment date of the products of an alternate point of delivery. Provided the parties agree to a change order to take into account any additional cost [or delay] incurred by Bidder in implementing this change, the alternate place of delivery shall become the agreed place of delivery for all purposes under this Agreement. In such event the following conditions shall apply: (i) title and risk of loss shall thereupon pass to the County; (ii) any amounts payable to the Bidder upon delivery or shipment shall become payable; (iii) any additional expenses incurred by the Bidder in connection with such shipment to storage shall become payable by the County upon submission of the Bidder's invoice(s) (including but not limited to costs of any additional transportation, preparation for and placement into storage, handling, inspection, preservation, insurance, storage, removal charges and any applicable taxes); (iv) transportation of the products from the storage facility to their place of installation shall be the County's responsibility; and, (v) if the Contract includes Services, subject to the terms and conditions in the Contract the Bidder shall resume provision of Services to County when instructed to do so by County provided that all amounts due hereunder plus any costs incurred by Bidder in delaying such Services have been paid. 5.04 Days for Furnishing Special Services A. The furnishing of Special Services to Buyer will commence as follows: 1. Design Services will commence within 14 days after Buyer's Notice to Commence Design Work. 2. Services During Construction will commence within 30 days after Buyer's written notice to Seller following Buyer's receipt of delivery of the Goods. Buyer reserves the right to modify the estimated date scheduled for Seller to furnish Services During Construction to Buyer without additional cost to Buyer. Such notice will be given no later than 30 days after Buyer's receipt of delivery. Seller shall complete Services During Construction within the time stipulated in the technical specifications attached to and made part of this Contract by reference. 3. Service Agreements will commence within 60 days after Buyer's Notice of Substantial Completion to the Seller. 5.05 Liquidated Damages A. Buyer and Seller recognize that this equipment is being custom-designed to meet specifications set by Buyer. Buyer and Seller also recognize that timely performance by Seller is important to this Agreement and that Buyer will suffer financial loss if the Goods are not delivered at the Point of Destination and ready for receipt of delivery by Buyer within the times specified in Paragraph 5.03 above, plus any extensions thereof allowed in accordance with Article 7 of the General Conditions. The parties also recognize that the timely performance of services by others involved in the Project is materially dependent upon Seller's specific compliance with the requirements of Paragraph 5.03. Further, they recognize the delays, expense and difficulties involved in proving the actual loss suffered by Buyer if complete acceptable Goods are not delivered on time. Accordingly, instead of requiring such proof, Buyer and Seller agree that as liquidated damages for delay (but not as a penalty) Seller shall pay Buyer $1,700 for each day that expires after the time specified in Paragraph 5.03 for delivery of acceptable Goods. The maximum dollar amount that Seller may pay in liquidated damages shall not exceed One Hundred Fifty Thousand Dollars Even or $150,000.00. B. Any amounts due pursuant to this clause shall accrue against the overall contract amount and any such liquidated damages shall be the Seller's sole liability and Buyer's sole and exclusive remedy for late delivery of equipment under this Agreement. Seller shall be relieved of any clauses stating time is of the essence that might otherwise be invoked on account of late delivery. So long as Seller is making an effort to complete the manufacture and shipment of the equipment, even though shipment is late, the Seller shall not be considered in default nor shall the order be subject to cancellation without payment of appropriate cancellation costs. C. Nothing in this Section shall deny Buyer the right to cancel without liability in case of Seller's gross negligence or willful breach or the right of the Buyer to obtain liquidated damages in accordance with this Section. D. Seller shall not be liable to pay liquidated damages for Owner/Buyer-caused delays such as late drawing approval, inspection delays, scope changes. etc. 00520-3 E. Seller shall not be liable to pay liquidated damages if the non-timely delivery of the Goods is the proximate result of any of the following: an act of God or natural disaster, terrorist attack, labor strike or other cause in the control of or arising from the actions or omissions of a person or entity not a party to this Agreement. ARTICLE 6 -CONTRACT PRICE 6.01 Buyer shall pay Seller for furnishing the Goods and Special Services in accordance with the Contract Documents in current funds as follows: A. The prices stated in Seller's Bid, attached hereto as an exhibit. ARTICLE 7 -PAYMENT PROCEDURES 7.01 Submittal and Processing of Payments. A. Seller shall submit Applications for Payment in accordance with Article 10 of the General Conditions. Applications for Payment will be processed by Engineer as provided in the General Conditions. 7.02 Progress Payments. A. County shall make monthly progress payments on account of the Contract Price on the basis of MEC Applications for Payment as recommended by the Engineer. All such payments will be measured by the schedule of values established by the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General Requirements. Payment will be reduced by five percent {5%) retainage until final acceptance. 7.03 Final Payment A. Upon receipt of the final Application for Payment accompanied by Engineer's recommendation of payment in accordance with Paragraph 10.06 of the General Conditions, Buyer shall pay the remainder of the Contract Price as recommended by Engineer. ARTICLE 8 -INTEREST 8.01 All monies not paid when due as provided in Article 10 of the General Conditions shall bear interest at the rate of 18 percent per annum. ARTICLE 9 -REPRESENTATIONS 9.01 In order to induce Buyer to enter into this Agreement, Seller makes the following representations: A. Seller has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. B. If specified or if, in Seller's judgment, any local condition may affect cost, progress or the furnishing of the Goods and Special Services, Seller has visited the Point of Destination and become familiar with and is satisfied as to the local conditions that may affect cost, progress or the furnishing of the Goods and Special Services. C. Seller is familiar with and is satisfied as to all local federal, state and local Laws and Regulations that may affect cost, progress and the furnishing of the Goods and Special Services. D. Seller has carefully studied and correlated the information known to Seller, and information and observations obtained from Seller's visits, if any, to the Point of Destination, with the Contract Documents. E. Seller has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Seller has discovered (as of the date of the Seller's Proposal} in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Seller. Seller has a continuing obligation after execution of this Agreement and during performance of its obligations under this Agreement to give Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Seller discovers. 00520-4 F. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for furnishing Goods and Special Services. G. The Seller agrees and covenants to hold Buyer harmless and indemnify the Buyer against any claims, lawsuits or other actions alleging that athird-party has suffered bodily injury or damage to personal or real property because of the negligent acts and omissions of any sub-contractor orsub-vendor of the Seller (as well as their agents, representatives or employees). ARTICLE 10 -CONTRACT DOCUMENTS 10.01 Contents A. The Contract Documents consist of the following: 1. This Agreement (pages 1 to 9, inclusive); 2. Performance Bond; 3. Payment Bond; 4. General Conditions (pages 1 to 20, inclusive); 5. Supplementary Conditions (pages 1 to 6, inclusive); 6. Specifications as listed in table of contents of the Project Manual dated July 2009; 7. Drawings, consisting of sheet numbered P 1 with each sheet bearing the following general title: Port Hadlock UGA Sewer System, Reclamation Plant and Influent Pump Station and Force Main -Process Flow Dia rg am. 8. Addenda (Numbers 1 to 1 ,inclusive); 9. Exhibits to this Agreement (enumerated as follows): a. Exhibit A-1 to Agreement between Buyer and Seller dated , Assignment of Contract; Consent to Assignment; and Acceptance of Assignment. b. Exhibit A-2 to Agreement between Buyer and Seller dated ,Agreement to Assignment by Seller's Surety. c. Exhibit A-3 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion d. Exhibit A-4 Contractor's Declaration of Option for Management of Statutory Retained Percentage e. Seller's Bid including Seller's complete proposal; f. Documentation submitted by Seller prior to Notice of Award; g. Attachment 1- Scope of Work for Design Services; (pages 1 to 4, inclusive); 10. The document entitled "Section 012900 -Payment Procedures"; 11. The following which maybe delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a. Notice to Proceed; b. Notice to Commence Design Work; c. Notice to Commence Fabrication; 00520-5 d. Written Amendment(s); e. Change Order(s); f. Field Order(s); g. Engineer's Written Interpretation(s). B. The documents listed in paragraph lO.OI.A are attached to this Agreement (except as expressly noted otherwise above). C. There are no Contract Documents other than those listed above in this Article 10. D. The Contract Documents may only be amended, or supplemented as provided in Paragraph 3.04 of the General Conditions. ARTICLE 11-MISCELLANEOUS 11.01 Defined Terms A. Terms used in this Agreement will have the meanings indicated in the General Conditions and the Supplementary Conditions. 11.02 Assignment A. Buyer has the right to assign portions of the Contract for furnishing Goods and Special Services hereunder and Seller shall accept such assignment. Forms documenting the assignment of the Contract, and consent of Seller's surety to the assignment are attached as exhibits to this Agreement. 1. The Contract will be executed in the name of Buyer initially, and will be assigned to a construction contractor designated by Buyer. The contract with the Buyer (Jefferson County) shall be assigned `as is', with no new or additional terms and conditions being imposed upon the Seller by the construction contractor. The assignment will occur on the effective date of the agreement between Buyer and the construction contractor. As of the date of acceptance of assignment by the construction contractor, all references in the Contract Documents to Buyer shall mean the designated contractor whose responsibilities will include the installation, erection or incorporation of the Goods. Construction contractor and Seller may amend the Seller-County contract through amendments or revisions mutually agreed to in writing. 2. The assignment of the Contract shall relieve Buyer from all further obligations and liabilities under the Contract. After assignment, Seller shall become a subcontractor or supplier to the assignee and, except as noted herein, all rights, duties, and obligations of Buyer under the Contract shall become the rights, duties and obligations of the assignee. 3. After assignment: a. All performances warranties and guarantees required by the Contract Documents will continue to run for the benefit of Buyer and, in addition, for the benefit of the assignee. b. Except as provided in this Paragraph 11.02.A.3.b, all rights, duties and obligations of Engineer to assignee and Seller under this Contract will cease. 1) Engineer will review Seller's Applications for Payment and make recommendations to assignee for payments as provided in Paragraphs 10.02 and 10.06 of the General Conditions. 2) Upon the written request of either the assignee or Seller, Engineer will issue with reasonable promptness such clarifications or interpretations of the Contract Documents, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. Such written clarifications and interpretations will be final and binding on assignee and Seller unless: a) an appeal from Engineer's clarification or interpretation is made within the time limits and in accordance with the dispute resolution procedures set forth in Article 13 of the General Conditions; or 00520-b b) if no such dispute resolution procedures have been set forth, a written notice of intention to appeal is delivered by assignee or Seller to the other within 30 days after the date of such decision, and a formal proceeding is instituted by the appealing party in a forum of competent jurisdiction within 60 days after the date of such decision (unless otherwise agreed to in writing by assignee and Seller), to exercise such rights or remedies as the appealing party may have with respect to such clarification or interpretation in accordance with applicable Laws and Regulations. 3) When rendering a clarification or interpretation under Paragraph 11.02.A.3.b.2, Engineer will not show partiality to assignee or Seller and will not be liable in connection with any clarification or interpretation rendered in good faith. B. No other assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound. Specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction maybe limited by law). Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 11.03 Successors and Assigns A. Buyer and Seller each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. 11.04 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Buyer and Seller. The Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 11.05 Liability A. Notwithstanding any other provision of the Contract to the contrary, in no event shall either party be liable to the other, whether arising under Contract, tort (including negligence), strict liability, or otherwise, for loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, service interruptions, cost of purchased or replacement power, cost of money, loss of use of capital or revenue, or for any punitive, exemplary, special, incidental, indirect or consequential loss or damage, REGARDLESS OF THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE OF EITHER PARTY, AND EACH PARTY HEREBY RELEASES THE OTHER IN THIS REGARD. Notwithstanding any other provisions of the Contract Documents, To the extent permissible by law, SELLER's total liability arising at any time under any of the Contract Documents or otherwise in connection with completing the Project (whether arising under breach of contract, tort, strict liability or any other theory of law) shall not exceed the SELLER' S contract price. 11.06 Non-waiver of rights A. The parties agree that the excuse or forgiveness of performance, or waiver of any provisions of this Agreement or the Contract Documents does not constitute a waiver of such provisions for future performance, or prejudice the right of the waiving party to enforce any of the provisions of this Agreement or the Contract Documents at a later time. 11.07 Independent Contractor A. The SELLER shall perform this Agreement (and all "Contract Documents") as an Independent Contractor and not as an agent, employee or servant of the BUYER. The SELLER specifically has the right to direct and control SELLER'S own activities in providing the agreed services in accordance with the specifications set out in this Agreement and all "Contract Documents." B. SELLER acknowledges that the Work performed under this Agreement and all "Contract Documents" does not include any BUYER benefits, including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to BUYER' S employees. 00520-7 11.08 Non-discrimination A. The SELLER, its assignees, delegates, or subcontractors shall not discriminate against any person the performance of any of its obligations hereunder on the basis of race, color, creed, religion, national origin, age, sex, marital status, veteran status or the presence of any disability. 00520-8 IN WITNESS WHEREOF, the parties here-to have executed this Agreement to be effective on the date of its signing by the BUYER. y JEFFERSON COUNTY BOARD OF COMMISSIONERS Ovivo USA, LLC Name of Seller Seller Representative (Please print) ~Q~~~ (Signature) Title ~It~~26120~2 Date Address: John Austin, Chair Date Phil Johnson, Member David W. Sullivan, Member Approved as to form only this day of Phone: Facsimile: (If Seller is a corporation or a partnership, attach evidence of authority to sign.) S~`~' 2~' , 20 t 2 David Alvarez Deputy Prosecuting Attorney ~~ l// •/~ ord Date Public Works Director 00520-9 EXHIBIT A-1 to Agreement Between Buyer and Seller Dated ASSIGNMENT OF CONTRACT; CONSENT TO ASSIGNMENT; AND ACCEPTANCE OF ASSIGNMENT This assignment will be effective on the Effective Date of the Agreement between Buyer and Construction Contractor. The Contract between Jefferson County ("Buyer")and Ovivo USA, LLC ("Seller") for furnishing Goods and Special Services under the Contract Documents entitled Port Hadlock Water Reclamation Facility Construction Project Phase 1 Construction -Procurement, Membrane Bioreactor Equipment is hereby assigned, transferred, and set over to ("Construction Contractor"). Construction Contractor shall be totally responsible for the performance of Seller and for the duties, rights and obligations of Buyer, not otherwise retained by Buyer, under the terms of the Contract between Buyer and Seller. ASSIGNMENT DIRECTED BY: Jefferson County Buyer By: (Signature) Chair, Board of County Commissioners ASSIGNMENT ACKNOWLEDGED AND ACCEPTED BY: (If Seller is a corporation, attach evidence of authority to sign.) ASSIGNMENT ACCEPTED BY: (If Construction Contractor is a corporation, attach evidence of authority to sign.) ~y~~~ VS_~• ~.< < . Seller (Signature) (Title) Construction Contractor By: EJCDC P-520 Suggested Form of Agreement Between Buyer and Seller for Procurement Contracts Copyright ©2000, National Society of Professional Engineers. All rights reserved. EXHIBIT A-1 Page 1 of 1 EXHIBIT A-2 to Agreement Between Buyer and Seller Dated AGREEMENT TO ASSIGNMENT BY SELLER'S SURETY Surety hereby acknowledges and agrees that the Contract for furnishing Goods and Special Services under the Contract Documents entitled Port Hadlock Water Reclamation Facility Construction Project Phase 1 Construction -Procurement, Membrane Bioreactor Equipment by and between Jefferson County ("Buyer") and Ovivo USA, LLC ("Seller") may be assigned, transferred, and set over to ("Construction Contractor"), in accordance with Paragraph 11.02 of Agreement between Buyer and Seller. Surety further agrees that, upon assignment of the Contract, the Construction Contractor shall have all the rights of the Buyer under the Performance Bond. (Corporate Seal) Surety Company: By: Signature and Title (Attach Power of Attorney) EJCDC P-520 Suggested Form of Agreement Between Buyer and Seller for Procurement Contracts Copyright ©2000, National Society of Professional Engineers. All rights reserved. EXHIBIT A-2 Page 1 of 1 Exhibit A-3 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION The Contractor certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (2} Have not within a 3-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and (4) Have not within a 3-year period preceding this contract had one or more public transactions (Federal, State, or local) terminated for cause or default. Where the Contractor is unable to certify to any of the statements in this certification, such Contractor shall attach an explanation. ~VI~O VsA LLL Name of Contractor (Please print) Name and Title of Authorized Representative (Please print) Signature of Authorize Representative I am unable to certify to the above statement. An explanation is attached. Exhibit A-4 CONTRACTOR'S DECLARATION OF OPTION FOR MANAGEMENT OF STATUTORY RETAINED PERCENTAGE A. I hereby elect to have the retained percentage of this contract held in a fund by the Owner until (30) days following final acceptance of the work. Date Signed B. I hereby elect to have the Owner deposit the retained percentage of this contract in an interest bearing account, not subject to withdrawal until after final acceptance of the work. Date ~~ ~6 2~~1 Signed C. I hereby elect to have the Owner invest the retained percentage of this contract from time to time as such retained percentage accrues. I hereby designate funds. as the repository for the escrow of said I hereby further agree to be fully responsible for payment of all costs or fees incurred as a result of placing said retained percentage in escrow and investing it as authorized by statute. The Owner shall not be liable in any way for any costs or fees in connection therewith. Date Signed Exhibit A-5 PAYMENT AND PERFORMANCE BOND DURATION CLARIFICATION Jefferson County ("Buyer") and Ovivo USA, LLC ("Seller") hereby acknowledges and agrees to amend the Contract Documents entitled Port Hadlock Water Reclamation Facility Construction Project Phase 1 Construction -Procurement, Membrane Bioreactor Equipment with the statement below. Notwithstanding the duration of any service agreement or warranty period contained in the contract or proposal, the Seller's performance and payment bond will extend to supply of equipment and for a period of one calendar year from the date of substantial completion of the construction contract not to exceed 18 months after equipment shipment. Jefferson County Buyer By: (Signature) Chair, Board of County Commissioners Date Ovivo USA, LLC Seller B~/. r ~ ' (Signature) Vice President & General Manager `1~~2 Date Attachment I Scope of Work for Design Services This attachment covers the MEC's scope of work for Design Services for the Port Hadlock Water Reclamation Facility (WRF) proj ect. The MEC shall provide these services as specified in the Membrane Bioreactor (MBR) System Request for Proposals dated August 4, 2009, as modified by addenda, and as summarized below. Task 100 -Design Services Objective The work under this task shall consist of design and support services to produce final design documents for the Port Hadlock WRF Project. These design services include working with the ENGINEER to produce drawings, specifications, and other documentation suitable for bid and construction by a contractor. The MEC shall assist the COUNTY and ENGINEER in establishing requirements for construction, testing, and startup such that the equipment provided by the MEC is integrated into a complete facility that addresses the design influent conditions and meets the design effluent quality. Approach 1. Design documents shall be submitted for inclusion in and for coordination with the overall Project's 60, 90, and 100 percent levels of completion in accordance with the proj ect schedule developed by the COUNTY. The COUNTY will review draft design documents submitted with the 60 and 90 percent submittals, and the MEC shall respond to one set of comments per submittal. 2. Structural drawings submitted as part of the 100 percent submittal shall be stamped by a Professional Engineer licensed to practice in the State of Washington. 3. Electrical drawings and schematics showing MBR system component and device connections including motor control center and variable frequency drive (VFD) power, control, and signal circuit requirements submitted as part of the 100 percent submittal shall be stamped by a Professional Engineer licensed to practice in the State of Washington. 4. The MEC's proj ect representatives shall attend three design meetings in the Seattle area and participate in biweekly design status conference calls for a period of nine months. The MEC shall review meeting and conference call agendas provided by the COUNTY and its ENGINEER and shall provide its own agenda items requiring discussion at each meeting and conference call at least one week prior to the meeting or conference call. 6. Meetings and conference calls shall include the MEC's Project Manager, Process Engineer, and Controls Engineer. 7. MEC shall review and provide comments within two weeks on information provided by the COUNTY and ENGINEER on systems or components not included in the MEC's scope of work but that may affect the MBR system performance. Information to review will include process and instrumentation diagrams (P&IDs), control diagrams related to the entire secondary treatment Attachment I Port Hadlock Project March 2009 Page 1 process, and project electrical one-lines relating to the available electrical power to the MBR. This information will be given to the MEC at each of the three design meetings. Written review comments are due within 10 calendar days after each meeting. 8. The requirements for the biological treatment system for the MBR System shall be determined by the MEC for the Bid and completed by the Engineer during the Design Services portion of the Work. The Engineer shall design and coordinate the biological treatment system based on these requirements with the MEC. The MEC shall certify that the MBR System will achieve its design goals with the final design of the biological treatment system. 9. Changes in key personnel identified in the Bid shall be submitted for approval by the ENGINEER. The MEC shall provide resumes of any new key personnel that are proposed as replacements. Deliverables 1. Design documents supplied by the MEC shall clearly delineate the supplied equipment. All design drawings submitted shall clearly indicate all external mechanical, electrical, control, and signal connection points to the MEC's supplied equipment. Drawings shall include overcurrent device ampacity and short circuit ratings, wire type, wire size in AWG copper, and wire/cable quantities for all power, signal, and control circuits required to interconnect the various MEC's equipment, devices, elements, motors, VFDs, etc. VFD rated cables shall be identified for use feeding all inverted duty rated motors. Raceway sizing will be completed by others. 2. Submittals shall include both hard copy and electronic copy. Electronic submittals shall be formatted in AutoCAD (Version 2007). 3. Design documents shall include the numbering system dictated by the COUNTY per the "Project" standard. The "Project" standard will be provided to the MEC upon Contract approval and award of the Port Hadlock Water Reclamation Facility MBR Equipment and Services Contract. 4. Attend 3 design meetings and 18 conference calls. Review agenda and approve meeting minutes. 5. Review comments on design information provided by the COUNTY at the three design meetings. At a minimum, the design documents shall include the following: 60% Design • Process and instrumentation diagrams • Dimensioned membrane arrangements plans, sections, details showing equipment location, spacing, piping and appurtenances. Show final connection points for electrical and piping hookups. • Dimensioned headworks plans to illustrate screening equipment requirements. Sections, details showing equipment location, spacing, piping, appurtenances. Show final connection points for electrical and piping connections. • Electrical one line diagrams, panel layouts, power /wiring plans, instrumentation plans, I&C diagrams, schedules, schematics for MBR System. Attachment I Port Hadlock Project March 2009 Page 2 • Cut sheets for all equipment. Include dimensions, and mechanical and electrical characteristics. • Equipment list: name, number, capacity, horsepower, MCC mounted VFD, type of control • Specifications for all equipment. Provide requirements for all equipment affecting the MBR System but are not provided by the MEC. • Calculations for process and system requirements, electrical load o Calculations for cleaning system including cleaning frequency, duration, pump flow rate, and tank sizing. o Calculations for backwash system including backwash frequency, duration, pump rate, and tank sizing. o Calculations for membrane aeration system including aeration schedule, blower flow rate, and blower pressure. o Process Calculations: ^ Oxygen Demand ^ Oxygen Transfer ^ Sludge Yield ^ Total and Soluble BOD ^ Total Nitrogen ^ Nitrate and Nitrite ^ Sludge Wasting Rates ^ Ammonia ^ Dissolved Oxygen ^ pH ^ Alkalinity o Structural calculations for equipment provided by the MEC per the Specifications. Equipment weights and structural loadings of all goods provided by the MEC are required to coordinate the design of concrete tanks, slabs, structures, etc. • Proposed MBR system control strategy • Determination of all spare equipment for the MBR SYSTEM required to be stored on-site to meet reliability and redundancy requirements for Phases 2, 3, and 4. Attachment I Port Hadlock Project March 2009 Page 3 90% Design • Revisions to P&ID's • Complete membrane arrangement plans and connection points. • Complete headworks arrangement plans and connection points. • Finalize electrical one line diagrams, panel layouts, power /wiring plans, instrumentation plans, I~iC diagrams, schedules, schematics • Finalize equipment list • Final MBR control strategy • PLC programming • Updated Calculations 100% Design • Final P&ID's • Final equipment arrangement plans, sections, details and all connection points • Final wiring plan, instrument plan, signal diagrams, schematics, schedules. Indicate wire type, size in AWG • Instruction manuals for all equipment for the MBR system provided by MEC, including all electrical, mechanical equipment, and instrumentation. • Finalize all programming • Final calculations (Process, structural calculations, electrical loads). The ENGINEER will advance the overall Port Hadlock WRF Project design based on the MEC's deliverables during design. Should the MEC change its design from a previous deliverable, the MEC shall be responsible for the cost of any redesign work that would be required by the ENGINEER to accommodate the MEC's design change. Attachment I Port Hadlock Proj ect March 2009 Page 4 9/20/2012 ATTACH MENT I I -- SCH EDU LE OF VALU ES 00700, Article 10--Payment Estimated Monthly Progress Payments on the basis of MEC Applications for Payments, as recommended by Engineer T100 DESIGN AND CONSULTING SERVICES Estimated Schedule Estimated Monthly Progress Payment Estimated Cumulative Payment ilestone Sum 60% Design Oct-12 $7,000 Nov-12 $7,000 $14,000 Dec-12 $7,000 $21,000 $21,000.00 90% Design Jan-13 $5,000 $26,000 Feb-13 $5,000 $31,000 Mar-13 $5,000 $36,000 Apr-13 $5,000 $41,000 $20,000.00 100% Documents May-13 $3,000 $44,000 Jun-13 $3,000 $47,000 Jul-13 $3,000 $50,000 $9,000.00 Total Design: $50,000.00 T200 EQUIPMENT AND SERVICES DURING CONSTRUCTION Activity 200.10 Equipment and Services $1,051,994.00 200.20 Control Integration $177,270.00 200.30 Thickening Equipment $135,000.00 T300 PERFORMANCE OPTIMIZATION SERVICES Activity Field Service $139,000.00 T400 SERVICE AGREEMENTS 5-Year Membrane service agreement $31,600.00 Total: $1,584,864.00 Taxes: $133,128.58 Total Contract: $1,717,992.58 BID FORM Port Hadlock Water Reclamation Facility Procurement: Design Services and Membrane Bioreactor Equipment and Construction Services TABLE OF ARTICLES Article Article No. Bid Recipient .................................................................................................................................................................1 Bidder's Acknowledgments ...........................................................................................................................................2 Bidder's Representations ...............................................................................................................................................3 Basis of Bid ...................................................................................................................................................................4 Time of Completion .......................................................................................................................................................5 Attachments to this Bid .................................................................................................................................................6 Defined Terms ...............................................................................................................................................................7 Bid Submittal ............................................................................................................................................................ .... 8 EJCDC P-400 Suggested Bid Form for Procurement Contracts Copyright 0 2000, National Society of Professional Engineers. All rights reserved. 00400-1 ARTICLE 1-BID RECIPIENT 1.01 This Bid is submitted to: County Administrator's Office Jefferson County Courthouse 1820 Jefferson Street Port Townsend, WA 98368 1.02 The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an Agreement with Buyer in the form included in the Bidding Documents to furnish the Goods and Special Services as specified or indicated in the Bidding Documents for the prices and within the times indicated in this Bid and in accordance with the other terms and conditions of the Bidding Documents. ARTICLE 2 -BIDDER'S ACKNOWLEDGMENTS 2.01 Bidder accepts all of the terms and conditions of the Invitation to Bid and Instructions to Bidders, including without limitation those dealing with the disposition of Bid security. The Bid will remain subject to acceptance for 60 days after the Bid opening, or for such longer period of time that Bidder may agree to in writing upon request of Buyer. 2.02 Bidder accepts, to the extent that such claims and resulting damages are attributable to the Seller, the provisions of the Agreement as to liquidated damages in the event of its failure to furnish the Goods and Special Services in accordance with the schedule set forth in the Agreement. 2.03 Bidder accepts the provisions of the Agreement as to the assignment of the DESIGN SERVICES and MBR SYSTEM EQUIPMENT AND SERVICES DURING CONSTRUCTION portions of the Contract for furnishing Goods and Special Services. ARTICLE 3 - BIDDER'S REPRESENTATIONS 3.01 In submitting this Bid, Bidder represents, as set forth in the Agreement, that: A. Bidder has examined and carefully studied the Bidding Documents, the other related data identified in the Bidding Documents, and the following Addenda, receipt of all of which is hereby acknowledged. Addendum No. Addendum Date 1 Jul, 27009 B. If specified, or if in Bidder's judgment, any local condition may affect cost, progress or the furnishing of Goods and Special Services, Bidder has visited the Point of Destination and become familiar with and is satisfied as to the local conditions that may affect cost, progress, or the furnishing of Goods and Special Services. C. Bidder is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress and the furnishing of Goods and Special Services. D. Bidder has carefully studied and correlated the information known to Bidder, and information and observations obtained from Bidder's visits, if any, to the Point of Destination with the Bidding Documents. E.Bidder has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Bidder has discovered in the Bidding Documents, and the written resolution thereof by Engineer is acceptable to Bidder. F.The Bidding Documents are generally sufficient to indicate and convey understanding of all terms and conditions for furnishing the Goods and Special Services for which this Bid is submitted. EJCDC P-400 Suggested Bid Form for Procurement Contracts Copyright ©2000, National Society of Professional Engineers. All rights reserved. 00400-2 G. Bidder further represents that this Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; Bidder has not solicited or induced any individual or entity to refrain from bidding; and Bidder has not sought by collusion to obtain for itself any advantage over any other Bidder or over Buyer. H. The Bidder acknowledges that the County retains the right to issue a "Notice to Commence Design Work" for the Design and Support Services. The Bidder acknowledges that unless and until the "Notice to Commence Design Work" is issued, the County is not obligated to any monetary commitment associated with the performance of the Work. a. The Contract Price for the Design and Support Services Work shall remain valid until 180 calendar days after the Effective Date of the Contract. If the "Notice to Commence Design Work" is issued after 180 calendar days of the Effective Date of the Contract, the Contract Price will be adjusted by the ratio of the Consumer Price Index (CPI) of the CPI of month that the Notice to Commence Design Work is issued to the month of 180 calendar days after the Effective Date of the Contract plus 1%. I. The Bidder acknowledges that the County retains the right to issue a "Notice to Commence Fabrication" for the MBR System. The Bidder acknowledges that unless and until the "Notice to Commence Fabrication" is issued, the County is not obligated to any monetary commitment associated with the performance of the Work beyond that which is associated with the Scope of Work for Design Services given in Attachment 1. a. Upon issuance of the "Notice to Commence Fabrication" the Contract Price for Membrane Units and Ancillary Equipment shall remain valid until 365 calendar days after the Effective Date of the Contract. If the "Notice to Commence Fabrication" is issued after 365 calendar days of the Effective Date of the Contract, the Contract Price will be adjusted by the ratio of the Consumer Price Index (CPI) of the CPI of month that the Notice to Commence Fabrication is issued to the month of 365 calendar days after the Effective Date of the Contract plus 1 %. b. The Goods, excluding the membrane modules, are to be fabricated and ready for delivery within 200 days of issuance of the "Notice to Commence Fabrication." J. The Bidder acknowledges that membrane units shall be made available for purchase by the County at the pricing offered in the Bid Form and that the pricing for future membrane units, as part of a warranty claim or replacement purchase, shall be in accordance with the methods described in Specifications Division 11 Section "Membrane Bioreactor Equipment." Membrane unit pricing shall remain effective for a period of 15 years after bid opening date specified in the Notice to Bidders. ARTICLE 4 - BASIS OF BID 4.01 Base Bid -Bidders are required to bid on all base bid items to be considered responsive bidders. Bidder will furnish the Base Bid for Goods and Special Services in accordance with the Contract Documents for the following price(s): EJCDC P-400 Suggested Bid Form for Procurement Contracts Copyright ©2000, National Society of Professional Engineers. All rights reserved. 00400-3 BASE BID ITEM 1: CONTRACT PRICE FOR DESIGN SERVICES WORK. Enter the Contract Price for Design Services. Contract price for Design Services Work shall not exceed 10% of the Contract Price for remaining work as outlined in Item 2. FiftX Thousand dollars $50,000.00 (use words) (figures) BASE BID ITEM 2: CONTRACT PRICE FOR MBR SYSTEM EQUIPMENT AND SERVICES DURING CONSTRUCTION. Lump sum amount for the equipment and services provided during construction. One Million, fifty-one thousand, nine hundred ninety-four dollars $1,051,994.00 (use words) (figures) BASE BID ITEM 3: CONTRACT PRICE FOR TAXES. Enter the Contract Price for Taxes. Ninety-two thousand, five hundred sixty-seven dollars 92 567.00 (use words) (figures) BASE BID ITEM 4: TOTAL CONTRACT PRICE. Add Item 1, Item 2, and Item 3 One million, one hundred ninety-four thousand, five hundred sixty-one dollars $1,194,561.00 (use words) (figures) BASE BID ITEM 5: MEMBRANE UNIT PRICING Subject to provisions ,the Bidder shall indicate the membrane unit price. This is the base price used to determine membrane unit pricing per Division 11 Section "Membrane Bioreactor Equipment." Seventy dollarslplate $70.00/ late (use words) (figures) BASE BID ITEM 6: MEMBRANE SERVICE AGREEMENT "Membrane Service Agreement", the bidder shall indicate the 5-year membrane Service Agreement price. Thirty-one thousand, six hundred dollars $31,600.00 (use words) (figures) EJCDC P-400 Suggested Bid Form for Procurement Contracts Copyright ©2000, National Society of Professional Engineers. All rights reserved. 00400-4 4.02 Bid Alternates -Bidders are encouraged to propose bid alternates to optimize the value and performance of their system. Bidder agrees that if the County selects one or more Bid Alternates from the following schedule, with necessary changes in construction as required to complete the Work with this Bid Alternate, based on the undersigned's own estimate of quantities and cost, the Contract Price will be modified in the lump sum amounts listed below. The Bid Alternates listed below shall clearly correspond with the Bid Alternates described in the Bidder's Proposal. See the Bidder's Proposal for a description of the following Bid Alternates. ~ ALTERNATE BID ITEM 1: Not required IEnter the Contract Price for Alternate Bid Item 1 NIA $ N/A (use words) (figures) ALTERNATE BID ITEM 2: Field Service Enter the Contract Price for Alternate Bid Item 2 One hundred thirty-nine thousand $139,000.00 (use words) (figures) ALTERNATE BID ITEM 3: Control Inte ration Enter the Contract Price for Alternate Bid Item 3. One hundred seventy-seven thousand, two hundred seventy dollars $177,270.00 (use words) (figures) ALTERNATE BID ITEM 4: JS- ea~non-prorated Warranty Enter the Contract Price for Alternate Bid Item 4. Zero $ 0 (use words) (figures) ~I,For additional items, attach paper as necessary. ARTICLE 5 - TIME OF COMPLETION 5.01 Bidder agrees that the Work will conform to the schedule set forth in Article 5 of the Agreement. 5.02 Bidder accepts the provisions of the Agreement as to the liquidated damages in the event of failure to complete the Work within the times specified in the Agreement. ARTICLE 6 - ATTACHMENTS TO THIS BID 6.01 The following documents are attached to and made a condition of this Bid: A. Required Bid security in the form of Bid Bond ; B. Required bidder qualifications statement with supporting data; and EJCDC P-400 Suggested Bid Form for Procurement Contracts Copyright 02000, National Society of Professional Engineers. All rights reserved. 00400-5 r ~ ~ C. A complete copy of the Bid Documents including Addenda. The front cover of each Volume of the Bid Documents and Addenda shall be signed and dated by the corporate officer designated below. The documents shall be otherwise unaltered. D. Documentation as described in Article 10 of Instruction to Bidders. ARTICLE 7 -DEFINED TERMS 7.01 The terms used in this Bid have the meanings indicated in the General Conditions and the Supplementary Conditions. The significance of terms with initial capital letters is described in the General Conditions. ARTICLE 8 -BID SUBMITTAL 8.01 This Bid submitted by: SUBMITTED ON September 20, 2012 If Bidder is: Name (typed or printed): By: Doing business as: Business address: Phone: A Partnership Partnership Name: By' (Signature of general partner -- attach evidence of authority to sign) Name (typed or printed): Business address: Phone: (Individual 's signature) (SEAL) Facsimile: Facsimile: (SEAL) EJCDC P-400 Suggested Bid Form for Procurement Contracts Copyright ©2000, National Society of Professional Engineers. All rights reserved. 00400-6 r r ~ r a ~ ro A Ca a Cor~a~attan a~~ , yi~~: ~., L~ ~~~~1 S~at~ of ~nGav~aan. I~~~v~r~ T}~p~ (en~~.Bu~~ness ~afo~al, ~~rv.i~e, Lir~~ted L~~bi(t~~: L By; -_ (~igr~~~tc _~ at~~c~ evi~~~c~ ~f c~a{~~~rity to signs ~~,~y. I~arn~ ~typad ~r ~r~te~~ Jm ~ar~ s T't~e A:~tst ~~i~~r~7~~e of l~e~~~aal ~l~r~rr~~- Phony and ~a~~iml~ Number, and ~c~~rr~ss f~a~ recut off` affi~ial c~mmun~c~~on 135-12562-09001 SECTION 012900 -PAYMENT PROCEDURES PART 1-GENERAL 1.1 SUMMARY A. This Section specifies administrative and procedural requirements necessary to prepare and process Applications for Payment. 1.2 SCHEDULE OF VALUES A. Coordination: Coordinate preparation of the schedule of values with preparation of Contractor's construction schedule. 1. Correlate line items in the schedule of values with other required administrative forms and schedules, including the following: a. Application for Payment forms with continuation sheets. b. Submittal schedule. c. Items required to be indicated as separate activities in Contractor's construction schedule. 2. Submit the schedule of values to Engineer at earliest possible date but no later than seven (7) days before the date scheduled for submittal of initial Applications for Payment. 3. Subschedules for Phased Work: Where the Work is separated into phases requiring separately phased payments, provide subschedules showing values correlated with each phase of payment. B. Format and Content: Use the Project Manual table of contents as a guide to establish line items for the schedule of values. Provide at least one line item for each Specification Section. 1. Identification: Include the following Project identification on the schedule of values: a. Project name and location. b. Name of Engineer. c. Engineer's project number. d. Contractor's name and address. e. Date of submittal. 2. Arrange schedule of values consistent with format of EJCDC Document C-620. 3. Provide a breakdown of the Contract Sum in enough detail to facilitate continued evaluation of Applications for Payment and progress reports. Coordinate with the Project Manual table of contents. Provide multiple line items for principal subcontract amounts in excess of five percent (5%) of Contract Sum. PAYMENT PROCEDURES 012900 -1 135-12562-09001 a. Include separate line items under principal subcontracts for project closeout requirements in an amount totaling five percent of the Contract Sum and subcontract amount. 4. Round amounts to nearest whole dollar; total shall equal the Contract Sum. 5. Provide a separate line item in the schedule of values for each part of the Work where Applications for Payment may include materials or equipment purchased or fabricated and stored, but not yet installed. 6. Allowances: Provide a separate line item in the schedule of values for each allowance. Show line-item value of unit-cost allowances, as a product of the unit cost, multiplied by measured quantity. Use information indicated in the Contract Documents to determine quantities. 7. Schedule Updating: Update and resubmit the schedule of values before the next Applications for Payment when Change Orders or Construction Change Directives result in a change in the Contract Sum. 1.3 APPLICATIONS FOR PAYMENT A. Each Application for Payment shall be consistent with previous applications and payments as certified by Engineer and paid for by Owner. 1. Applications for payment will be governed by Article 10 of the EJCDC PP-700, entitled "Standard General Conditions for Procurement Contracts", except as modified here. B. Payment Application Times: The date for each progress payment is indicated in the Agreement between Owner and Contractor. The period of construction work covered by each Application for Payment is the period indicated in the Agreement. C. Payment Application Times: Progress payments shall be submitted to Engineer by the seventh of the month. The period covered by each Application for Payment is one month, ending on the last day of the month. D. Application for Payment Forms: Use EJCDC Document C-620 as form for Applications for Payment. E. Application for Payment Forms: Use forms provided by Owner for Applications for Payment. Sample copies are included in the Project Manual. F. Application Preparation: Complete every entry on form. Notarize and execute by a person authorized to sign legal documents on behalf of Contractor. Engineer will return incomplete applications without action. 1. Entries shall match data on the schedule of values and Contractor's construction schedule. Use updated schedules if revisions were made. 2. Include amounts of Change Orders and Construction Change Directives issued before last day of construction period covered by application. PAYMENT PROCEDURES 012900 - 2 135-12562-09001 G. Transmittal: Submit three (3) signed and notarized original copies of each Application for Payment to Engineer by a method ensuring receipt within 24 hours. One copy shall include waivers of lien and similar attachments if required. 1. Transmit each copy with a transmittal form listing attachments and recording appropriate information about application. H. Waivers of Mechanic's Lien: With each Application for Payment, submit waivers of mechanic's lien from entities lawfully entitled to file a mechanic's lien arising out of the Contract and related to the Work covered by the payment. 1. Submit partial waivers on each item for amount requested in previous application, after deduction for retainage, on each item. 2. When an application shows completion of an item, submit conditional final or full waivers. 3. Owner reserves the right to designate which entities involved in the Work must submit waivers. 4. Waiver Forms: Submit waivers of lien on forms, executed in a manner acceptable to Owner. I. Initial Application for Payment: Administrative actions and submittals that must precede or coincide with submittal of first Application for Payment include the following: 1. List of subcontractors. 2. Schedule of values. 3. Contractor's construction schedule (preliminary if not final). 4. Submittal schedule (preliminary if not final). 5. Copies of authorizations and licenses from authorities having jurisdiction for performance of the Work. 6. Initial progress report. 7. Report of preconstruction conference. 8. Certificates of insurance and insurance policies. J. Final Payment Application: Submit final Application for Payment with releases and supporting documentation not previously submitted and accepted, including, but not limited, to the following: 1. Evidence of completion of Project closeout requirements. 2. Proof that taxes, fees and similar obligations were paid. 3. Updated final statement, accounting for final changes to the Contract Sum. 4. AIA Document G706-1994, "Contractor's Affidavit of Payment of Debts and Claims." 5. AIA Document G706A-1994, "Contractor's Affidavit of Release of Liens." 6. AIA Document G707-1994, "Consent of Surety to Final Payment." 7. Evidence that claims have been settled. 8. Final liquidated damages settlement statement. PAYMENT PROCEDURES 012900 - 3 135-12562-09001 PART 2 -PRODUCTS (Not Used) PART 3 -EXECUTION (Not Used) END OF SECTION 012900 PAYMENT PROCEDURES 012900 - 4 This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Law. STANDARD GENERAL CONDITIONS FOR PROCUREMENT CONTRACTS Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly By "~""~ ~~I~~ ~'~` American Socie ~Y ~~~~~I ~~I~e M ~} of Civil Engineers .~:Rk3kik(:~i.;~ ~„~.4£'?'~.k£. ~?k ~:~;~1°dk.Jski.k~4.. ~..t~~:3~:~.7~J.~S +~~~~ ~~>~ ~~ iitt PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE a practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN COUNCIL OF ENGINEERING COMPANIES AMERICAN SOCIETY OF CIVIL ENGINEERS This document has been approved and endorsed by The Associated General Contractors of America ~c= A~~' f K l l t f 1+KONfI ~~ INTEGIITT and the Construction Specifications Institute EJCDC No. P-700 (2000 Edition) EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright OZ000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-1 These Standard General Conditions For Procurement Contracts have been prepared for use with the Suggested Instructions to Bidders For Procurement Contracts (EJCDC No. P-200 2000 Edition), the Suggested Form of Agreement Between Buyer and Seller For Procurement Contracts (EJCDC No. P520, 2000 Edition), and the Guide to Preparation of Supplementary Conditions For Procurement Contracts (EJCDC No. P-800, 2000 Edition). Their provisions are interrelated and a change in one may necessitate a change in the others. Additional information concerning the use of the EJCDC Procurement Documents may be found in the Commentary on Procurement Documents (EJCDC No. P-001). ©Copyright 2000 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Council of Engineering Companies 1015 -15th Street N.W., Washington, D.C. 20005 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4344 NOTE: EJCDC publications may be ordered from any of the three sponsoring organizations above and from CSI headquarters at 99 Canal Center Plaza, Suite 300, Alexandria, VA 22314. EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-2 TABLE OF CONTENTS P~ ARTICLE 1-DEFINITIONS AND TERMINOLOGY .................................................................................................. 00700-5 1.01 Defined Terms ............................................................................................................................................... 00700-5 1.02 Terminology .................................................................................................................................................. 00700-6 ARTICLE 2 -PRELIMINARY MATTERS .................................................................................................................... 00700-7 2.01 Delivery of Bonds .......................................................................................................................................... 00700-7 2.02 Copies of Documents .................................................................................................................................... 00700-7 2.03 Commencement of Contract Times; Notice to Proceed ................................................................................ 00700-7 2.04 Designated Representatives .......................................................................................................................... 00700-7 2.05 Before Starting Fabrication/Assembly of Goods .......................................................................................... 00700-7 2.06 Progress Schedule ......................................................................................................................................... 00700-7 2.07 Preliminary Conference ................................................................................................................................ 00700-7 ARTICLE 3 - CONTRACT DOCUN~NTS: INTENT AND AMENDING ................................................................... 00700-7 3.01 Intent ............................................................................................................................................................. 00700-7 3.02 Laws and Regulations, Standards, Specifications and Codes ....................................................................... 00700-7 3.03 Reporting and Resolving Discrepancies ....................................................................................................... 00700-8 3.04 Amending and Claming Contract Documents ............................................................................................ 00700-8 ARTICLE 4 -BONDS AND INSURANCE .................................................................................................................... 00700-8 4.01 Bonds ............................................................................................................................................................ 00700-8 4.02 Insurance ...................................................................................................................................................... 00700-8 ARTICLE 5 - SELLER' S RESPONSIBILITIES .............................................................................................................00700-8 5.01 Supervision and Superintendence .................................................................................................................00700-8 5.02 Labor, Materials and Equipment ..................................................................................................................00700-8 5.03 Compliance with Laws and Regulations, Standards, Specifications and Codes ...........................................00700-9 5.04 Or Equals ......................................................................................................................................................00700-9 5.05 Taxes .............................................................................................................................................................00700-9 5.06 Shop Drawings and Samples ........................................................................................................................00700-9 5.07 Continuing Pei formance .............................................................................................................................00700-10 5.08 Seller's Warranties and Guarantees ...........................................................................................................00700-10 5.09 Indemnification ...........................................................................................................................................00700-11 ARTICLE 6 -SHIPPING AND DELIVERY .................................................................................................................00700-12 6.01 Shipping ......................................................................................................................................................00700-12 6.02 Delive~y .......................................................................................................................................................00700-12 6.03 Risk of Loss .................................................................................................................................................00700-13 ARTICLE 7 -CHANGES: SCHEDULE AND DELAY ...............................................................................................00700-13 7.01 Changes in the Goods and Special Services ...............................................................................................00700-13 7.02 Changes in Laws and Regulations ..............................................................................................................00700-13 7.03 Changing Contract Price or Contract Times ..............................................................................................00700-13 ARTICLE 8 - BUYER' S RIGHTS .................................................................................................................................00700-13 8.01 Inspections and Testing ...............................................................................................................................00700-13 8.02 Non-Conforming Goods or Special Sej•vices ..............................................................................................00700-14 8.03 Correction Period .......................................................................................................................................00700-15 ARTICLE 9 -ROLE OF ENGINEER ............................................................................................................................00700-15 EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright 02000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-3 9.01 Duties and Responsibilities ......................................................................................................................... 00700-15 9.02 Clarifications and Interpretations .............................................................................................................. 00700-15 9.03 Authorised Variations ................................................................................................................................. 00700-15 9.04 Rejecting Non-Conforming Goods and Special Services ............................................................................ 00700-15 9.05 Decisions on Requirements of Contract Documents ...................................................................................00700-15 9.06 Claims and Disputes ................................................................................................................................... 00700-15 ARTICLE 10 -PAYMENT ............................................................................................................................................00700-16 10.01 ...............007 -16 Applications for Progress Payments ............................................................................................ 10.02 Review of Applications for Progress Payments ..........................................................................................00700-16 10.03 Amount and Timing of Progress Payments .................................................................................................00700-16 10.04 Suspension of or Reduction in Payment ......................................................................................................00700-17 10.05 Final Application for Payment ....................................................................................................................00700-17 10.06 Final Payment .............................................................................................................................................00700-17 10.07 Waiver of Claims ........................................................................................................................................00700-17 ARTICLE 11-CANCELLATION, SUSPENSION, AND TERMINATION ...............................................................00700-17 11.01 Cancellation ................................................................................................................................................00700-17 11.02 Suspension of Performance by Buyer .........................................................................................................00700-17 11.03 Suspension of Performance by Seller ..........................................................................................................00700-17 11.04 Breach and Termination .............................................................................................................................00700-18 ARTICLE 12 -LICENSES AND FEES .........................................................................................................................00700-18 12.01 Intellectual Property and License Fees .......................................................................................................00700-18 12.02 Seller's Infringement ...................................................................................................................................00700-18 12.03 Buyer's Infringement ..................................................................................................................................00700-19 12.04 Reuse of Documents ....................................................................................................................................00700-19 ARTICLE 13 -DISPUTE RESOLUTION .....................................................................................................................00700-19 13.01 Dispute Resolution Method .........................................................................................................................00700-19 ARTICLE 14 -MISCELLANEOUS ..............................................................................................................................00700-19 14.01 Giving Notice ................ ..............................................................................................................................00700-19 14.02 Controlling Law ............ ..............................................................................................................................00700-19 14.03 Computation of Time ..... ..............................................................................................................................00700-19 14.04 Cumulative Remedies .... ..............................................................................................................................00700-19 14.05 Survival of Obligations . ..............................................................................................................................00700-20 EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-4 EJCDC STANDARD GENERAL CONDITIONS FOR PROCUREMENT CONTRACTS ARTICLE 1-DEFINITIONS AND TERMINOLOGY Times, or both, or other relief with respect to the terms of the Contract. 1.01 Defined Terms A. Whenever used in .the Bidding Requirements or Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to the singular or plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda--Those written or graphic instruments issued prior to the opening of Bids in accordance with the Bidding Requirements which clarify or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement--The written instrument signed by both Buyer and Seller covering the Goods and Special Services and which lists the Contract Documents in existence on the Effective Date of the Agreement. 3. Application for Payment--The form acceptable to Buyer which is used by Seller in requesting progress and final payments and which is accompanied by such supporting documentation as is required by the Contract Documents. 4. Bid -An offer or proposal submitted on the prescribed form setting forth the prices for the Goods and Special Services to be provided. 5. Bidder--A person who submits a Bid directly to Buyer. 6. Bidding Documents--The Bidding Requirements and the proposed Contract Documents (including all Addenda). 7. Bidding Requirements--The Advertisement or Invitation to Bid, Instructions to Bidders, Form of Bid security, if any, and Bid Form with any supplements. 8. Buyer--The person or public entity purchasing the Goods and Special Services. 9. Change Order--A document recommended by Engineer which is signed by Seller and Buyer and authorizes an addition, deletion, or revision to the Contract Documents or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 10. Claim--A written demand or assertion by Buyer or Seller seeking an adjustment of Contract Price or Contract 11. Contract--The entire and integrated written agreement between Buyer and Seller concerning the Goods and Special Services. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral. 12. Contract Documents--Those items listed in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Files in electronic media format of text, data, graphics, and the like are not Contract Documents, and may not be relied on by Seller. Approved Shop Drawings and other Seller's submittals are not Contract Documents. 13. Contract Price-- The moneys payable by Buyer to Seller for furnishing the Goods and Special Services in accordance with the Contract Documents as stated in the Agreement. 14. Contract Times--The times stated in the Agreement by which the Goods must be delivered and Special Services must be furnished. 15. Drawings--That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, intent, and character of the Goods and Special Services to be furnished by Seller. 16. Effective Date of the Agreement--The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 17. Engineer--The person designated as such in the Agreement. 18. Field Order--A written order issued by Engineer which requires minor changes in the Goods or Special Services but which does not involve a change in the Contract Price or Contract Times. 19. General Requirements--Sections of Division 1 of the Specifications. The General Requirements pertain to all sections of the Specifications. 20. Goods--The tangible and movable personal property that is described in the Contract Documents, regardless of whether the property is to be later attached to realty. 21. Laws and Regulations; Laws or Regulations--Any and all applicable laws, rules, regulations, ordinances, EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-5 codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 22. Milestone--A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to the Contract Times. 23. Notice of Award -The written notice by Buyer to the apparent Successful Bidder stating that upon timely compliance by the apparent Successful Bidder with the conditions precedent listed therein, Buyer will sign and deliver the Agreement. 24. Notice to Proceed-- A written notice given by Buyer to Seller fixing the date on which the Contract Times commence to run and on which Seller shall start to perform under the Contract. 25. Point of Destination --The specific address of the location where delivery of the Goods shall be made as stated in the Agreement. 26. Project--The total undertaking of which the Goods and Special Services to be provided under the Contract are apart. 27. Project Manual--The bound documentary information prepared for bidding and furnishing the Goods and Special Services. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents. 28. Samples--Physical examples of materials, equipment, or workmanship that are representative of some portion of the Goods and which establish the standards by which such portion of the Goods or Special Services will be judged. 29. Seller--The person furnishing the Goods and Special Services. 30. Shop Drawings--All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Seller and submitted by Seller to illustrate some portion of the Goods or Special Services. 31. Special Services--This refers to Design Services, Services During Construction, and Service Agreements. 32. Specifications--That part of the ~ Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards and workmanship as applied to the furnishing of the Goods and Special Services, and certain administrative details applicable thereto. 33. Successful Bidder--The lowest responsible Bidder submitting a responsive Bid, to whom Buyer makes an award. 34. Supplementary Conditions--That part of the Contract Documents which amends or supplements these General Conditions. 35. Written Amendment--A written statement modifying the Contract Documents, signed by Buyer and Seller on or after the Effective Date of the Agreement and normally dealing with the administrative aspects of the Contract Documents. 36. Proposal -- Same as Bid. 37. Design. Services -Services associated with the preparation of construction documents for bid by a General Contractor 38. Services During Construction -Services associated with the Goods to be furnished by Seller as required by the Contract Documents. 39. Service Agreements -Services associated with supporting the installed Goods furnished by the Seller after construction as required by the Contract Documents. 40. Substantial Completion -Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use, except minor items not materially affecting such occupancy or use. 1.02 Terminology A. Intent of Certain Terms or Adjectives 1. The Contract Documents include the terms "as allowed," "as approved," "as ordered," "as directed" or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Goods or Special Services. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Goods or Special Services for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign to Engineer any duty or authority to supervise or direct the furnishing of Goods or Special Services or any duty or authority to undertake responsibility contrary to any other provision of the Contract Documents. EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-6 2. Unless stated otherwise in the Contract Documents, words or phrases which have awell-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. 3. The word "non-conforming" when modifying the words "Goods" or "Special Services", refers to Goods or Special Services that fail to conform to the Contract Documents. 4. The word "receipt" when referring to the Goods, shall mean the physical taking and possession by the Buyer under the conditions specified in Paragraph 8.O1.B.3. B. Day 1. The word "day" shall constitute a calendar day of 24 hours measured from midnight to the next midnight. ARTICLE 2 -PRELIMINARY MATTERS 2.01 Delivery of Bonds A. When Seller delivers the executed Agreements to Buyer, Seller also shall deliver such bonds as Seller may be required to furnish. 2.02 Copies of Documents A. Buyer shall furnish Seller up to five copies of the Contract Documents. Additional copies will be furnished upon request at the cost of reproduction. 2.03 Commencement of Contract Times; Notice to Proceed A. The Contract Times will commence to run on the day indicated in the Notice to Proceed. 2.04 Designated Representatives A. Buyer and Seller shall each designate its representative at the time the Agreement is signed. Each representative shall have full authority to act on behalf of and make binding decisions in any matter arising out of or relating to the Contract. 2. D5 Before Starting Fabrication/Assembly of Goods A. Seller's Review of Contract Documents: Before commencing performance of the Contract, Seller shall carefully study and compare the Contract Documents and check and verify pertinent requirements therein and, if specified, all applicable field measurements. Seller shall promptly report in writing to Buyer and Engineer any conflict, error, ambiguity or discrepancy which Seller may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any work affected thereby. 2.06 Progress Schedule A. Within 15 days after the Contract Times start to run, Seller shall submit to Buyer and Engineer an acceptable progress schedule of activities, including at a minimum, Shop Drawing and Sample submittals, tests, and deliveries as required by the Contract Documents. No progress payment will be made to Seller until an acceptable schedule is submitted to Buyer and Engineer. B. The progress schedule will be acceptable to Buyer and Engineer if it provides an orderly progression of the submittals, tests, and deliveries to completion within the specified Milestones and the Contract Times. Such acceptance will not impose on Buyer or Engineer responsibility for the progress schedule, for sequencing, scheduling, or progress of the work nor interfere with or relieve Seller from Seller's full responsibility therefor. Such acceptance shall not be deemed to acknowledge the reasonableness and attainability of the schedule. 2.07 Preliminary Conference A. Within 20 days after the Contract Times start to run, a conference attended by Seller, Buyer, Engineer and others as appropriate will be held to establish a working understanding among the parties as to the Goods and Special Services and to discuss the schedule referred to in Paragraph 2.06.A., procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records. ARTICLE 3 -CONTRACT DOCUMENTS: INTENT AND AMENDING 3. DI Intent A. The Contract Documents are complementary; what is called for by one is as binding as if called for by all. B. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be provided, whether or not specifically called for, at no additional cost to Buyer. C. Clarifications and interpretations of, or notifications of minor variations and deviations in, the Contract Documents, will be issued by Engineer as provided in Article 9. 3.02 Laws and Regulations, Standards, Specifications and Codes A. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-7 or to Laws and Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws and Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. B. No provision of any such standard, specification, manual or code, or any instruction of a supplier shall be effective to change the duties or responsibilities of Buyer. or Engineer, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents, nor shall any such provision or instruction be effective to assign to Buyer or Engineer, or any of their consultants, agents, or employees any duty or authority to supervise or direct the performance of Seller's obligations or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: If, during the performance of the Contract, Seller discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents or between the Contract Documents and any provision of any Law or Regulation applicable to the performance of the Contract or of any standard, specification, manual or code, or of any instruction of any supplier, Seller shall promptly report it to Buyer in writing for Engineer's review. Seller shall not proceed with the furnishing of the Goods or Special Services affected thereby until an amendment to or clarification of the Contract Documents has been issued. Seller shall not be liable to Buyer or Engineer for failure to report any such conflict, error, ambiguity, or discrepancy unless Seller knew or reasonably should have known thereof. B. Resolving Discrepancies: Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and: 1. the provisions of any standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or 2. the provisions of any Laws or Regulations applicable to the furnishing of the Goods and Special Services (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Amending and Clarifying Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions to the Goods or Special Services or to modify the terms and conditions thereof by a Written Amendment or a Change Order. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Goods or Special Services not affecting Contract Price or Contract Times may be authorized, by one or more of the following ways: 1) a Field Order; 2) Engineer's approval of a Shop Drawing pursuant to Paragraph 5.06.D.2; or 3) Engineer's written interpretation or clarification. ARTICLE 4 -BONDS AND INSURANCE 4.01 Bonds A. Seller shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price, to Buyer. The bonds shall be delivered in accordance with Paragraph 2.01 and shall remain in effect at least one year after the date final payment is due, except as provided otherwise by Laws or Regulations. B. The bonds shall be issued in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations and shall be executed by a surety named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. Bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. C. If the surety on a bond is declared bankrupt or becomes insolvent or its right to do business is terminated in the state where the Project is located or it ceases to meet the requirements of Paragraph 4.Ol.B, Seller shall provide another bond and surety which comply with those requirements within 20 days, at Seller's expense. 4.02 Insurance A. Seller shall provide insurance of the types and coverages and in the amounts stipulated in the Supplementary Conditions. ARTICLE 5 -SELLER'S RESPONSIBILITIES S.OI Supervision and Superintendence A. Seller shall be solely responsible for the means, methods, techniques, sequences, and procedures used in performing its obligations. Seller shall be responsible to see that the completed Goods and Special Services conform to the Contract Documents. 5.02 Labor, Materials and Equipment A. Seller shall provide competent, qualified and trained personnel in all aspects of its performance of the Contract. EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ~ 2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-8 B. All equipment, products and material incorporated into the Goods shall be as specified, or if not specified, shall be new, of good quality and protected, assembled, used, connected, applied, cleaned and conditioned in accordance with the original manufacturer's instructions, except as otherwise maybe provided in the Contract Documents. 5.03 Compliance with Laws and Regulations, Standards, Specifications and Codes A. Seller shall comply with all Laws and Regulations applicable to the furnishing of the Goods and Special Services. B. Seller's compliance with all Laws and Regulations applicable to the furnishing of the Goods and Special Services shall include compliance, when and to the extent applicable, with Ch. 39.12 RCW ("Prevailing Wages on Public Works") for installation, preparation for eventual operation of the facility, manufacture or assemblage of Goods if said actions are performed within WA State. To the extent that Seller chooses to undertake the design, manufacture or assemblage of Goods for the Project (as defined in Article 2 of the Agreement) outside of the State of Washington the Seller will determine the applicability of `prevailing wages' laws and regulations in those states or provinces and comply with same if required to do so. 5.04 4r Equals A. Whenever an item of material or equipment to be incorporated into the Goods is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular supplier or manufacturer, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or-equal" item is permitted, other items of material or equipment or material or equipment of other suppliers or manufacturers may be submitted to Buyer for Engineer's review. 1. If in Engineer's sole discretion, such an item of material or equipment proposed by Seller is functionally equal to that named and sufficiently similar so that no change in related work will be required, it may be con- sidered by Engineer as an "or-equal" item. 2. For the purposes of this paragraph, a proposed item of material or equipment may be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment, Engineer determines that: 1) it is at least equal in quality, durability, appearance, strength, and design characteristics; and 2) it will reliably perform at least equally well the function imposed by the design concept of the completed Project as a functioning whole; and b. Seller certifies that: 1) there is no increase in any cost including capital, installation or operating to Buyer; and 2) the proposed item will conform substantially, even with deviations, to the detailed requirements of the item named in the Contract Documents. B. Engineer's Evaluation: Engineer will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraph 5.04.A. Engineer will be the sole judge of acceptability. No "or-equal" will be or- dered, manufactured or utilized until Engineer's review is complete, which will be evidenced by an approved Shop Drawing. Engineer will advise Buyer and Seller in writing of any negative determination. Notwithstanding Engineer's approval of an "or-equal" item, Seller shall remain obligated to comply with the requirements of the Contract Documents. C. Special Guarantee: Buyer may require Seller to furnish at Seller's expense a special performance guarantee or other surety with respect to any such proposed "or- equal." D. Data: Seller shall provide all data in support of any such proposed "or-equal" at Seller's expense. 5.05 Taxes A. Seller shall be responsible for all taxes and duties arising out of the sale of the Goods and the furnishing of Special Services. All taxes are included in the Contract Price. 5.06 Shop Drawings and Samples A. Seller shall submit Shop Drawings and Samples to Buyer for Engineer's review and approval in accordance with the schedule required in Paragraph 2.06.A. All submittals will be identified as required and furnished in the number of copies specified in the Contract Documents. The data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Seller proposes to provide. B. Where a Shop Drawing or Sample is required by the Contract Documents, any related work performed prior to Engineer's approval of the pertinent submittal will be at the sole expense and responsibility of Seller. C. Submittal Procedures 1. Before submitting each Shop Drawing or Sample, Seller shall have determined and verified: a. all field measurements (if required), quantities, dimensions, specified performance criteria, installation EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright 0 2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-9 requirements, materials, catalog numbers, and similar information with respect thereto; and b. that all materials are suitable with respect to intended use, fabrication, shipping, handling, storage, assembly, and installation pertaining to the furnishing of Goods and Special Services. 2. Seller shall also have reviewed and coordinated each Shop Drawing or Sample with the Contract Documents. 3. Each submittal shall include a written certification from Seller that Seller has reviewed the subject submittal and confirmed that it is in compliance with the requirements of the Contract Documents. Both Buyer and Engineer shall be entitled to rely on such certification from Seller. 4. With each submittal, Seller shall give Buyer and Engineer specific written notice of any variations that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be both in a written communication separate from the submittal and by specific notation on each Shop Drawing or Sample. D. Engineer's Review 1. Engineer will provide timely review of Shop Drawings and Samples. 2. Engineer's approval of Shop Drawings or Samples will be subject to the standard of Paragraph 1.02.A.1. Engineer's approval will not relieve Seller from responsibility for any variation from the requirements of the Contract Documents unless Seller has in writing called Engineer's attention to each such variation at the time of each submittal as required by Paragraph 5.06.C.1. and Engineer has given written approval of each such varia- tion by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample approval. E. Resubmittal Procedures 1. Seller shall make corrections required by Engineer and shall return the required number of corrected copies of Shop Drawings and submit as required new Samples for review and approval. Seller shall direct specific attention in writing to any revisions other than the corrections called for by Engineer on previous submittals. 5.07 Continuing Performance A. Seller shall adhere to the progress schedule established in accordance with Paragraph 2.06.A., and the Goods shall be delivered and the Special Services furnished within the Contract Times specified in the Agreement. Buyer. No work shall be delayed or postponed pending resolution of any disputes or disagreements. 5.08 Seller's Warranties and Guarantees A. Seller warrants and guarantees to Buyer that the title to the Goods conveyed shall be proper, its transfer rightful, and free from any security interest, lien, or other encumbrance. Seller shall retain a security interest in the equipment until receipt of full and final payment. B. Seller warrants and guarantees to Buyer that all Goods and Special Services will conform with the Contract Documents, including any Samples approved by Engineer, and the Goods will meet the requirements of the Contract Documents. Engineer will be entitled to rely on representation of Seller's warranties and guarantees. C. Seller's warranty and guarantee hereunder excludes defects or damage caused by: 1. failure of the GOODS, or damages to them, due to original user's (Buyer's) negligence or willful misconduct, abuse or improper storage, installation, application or maintenance (as specified in any manuals or written instructions that Seller provides to the purchaser); 2. non-emergency related alterations or repairs of any type made by Buyer without Seller's prior written authorization; 3. decomposition of GOODS by chemical action, erosion or corrosion or wear to GOODS caused by abrasive materials; or 4. claims with respect to parts that are consumable and normally replaced during maintenance such as filter media, filter drainage belts and the like, except where such parts are not performing to Seller's estimate of normal service life, in which case, Seller shall only be liable for the pro rata cost of replacement of those parts based on Seller's estimate of what the remaining service life of those parts should have been; provided, that failure of those parts did not result from any of the matters listed in clauses (1) through (3) above. D. Seller's obligation to furnish the Goods and Special Services in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Goods or Special Services that are non- conforming, or a release of Seller's obligation to furnish the Goods and Special Services in accordance with the Contract Documents: 1. observations by Buyer or Engineer; 2. recommendation by Engineer or payment by Buyer B. Seller shall carry on the work and adhere to the of any progress or final payment; progress schedule during all disputes or disagreements with EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-10 3. use of the Goods by Buyer; 4. any acceptance by Buyer (subject to the provisions of Paragraph 8.02.D.1) or any failure to do so; 5. the issuance of a notice of acceptance by Buyer pursuant to the provisions of Article 8; 6. any inspection, test or approval by others; or 7. any correction ofnon-conforming Goods or Special Services by Buyer. E. For SELLER to be liable with respect to any warranty listed in the Contract Documents, the original user (Buyer) must make its claims with respect to this warranty in writing no later than sixty (60) days after date original user's manager or supervisor discovers the basis for its warranty claim and in no event more than 30 days after the expiration of the Warranty Period. THE PARTIES AGREE THAT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, WHETHER WRITTEN, ORAL OR STATUTORY, ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. ALL WARRANTIES AND OBLIGATIONS OF SELLER SHALL TERMINATE IF SELLER'S CUSTOMER AND THE ORIGINAL USER FAIL TO PAY ANY CHARGES OTHERWISE DUE SELLER. SELLER shall not be liable for any indirect, special, punitive, exemplary or consequential damages, including damages for lost production, plant shut-down, service interruptions, increased expense of operation, increased costs of power supply, loss of use of capital, lost revenue, lost product, lost profit or lost business opportunities, from any cause whatsoever, including the negligence of any person or entity. F. To the extent that Seller is the beneficiary, owner or intended recipient of any warranty or guaranty provided by a third-party person, firm or business entity with respect to Goods or Services provided by the third-party to the Seller and necessary for Seller's performance under this Agreement, then Seller agrees to and does convey to the Buyer all rights and privileges it holds in those warranties or guarantees. 5.09 Indemnification but not limited to fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) caused by, arising out of or relating to a negligent act or omission or the breach of any obligation under this Contract by Seller, or its officers, directors, shareholders, partners, employees, agents, consultants, contractors or subcontractors, or anyone for whom Seller is responsible, provided that any such claim, cost, loss, or damage; 1. is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Goods or Special Services themselves), including the loss of use resulting therefrom; and 2. is caused in whole or in part by any negligent act or omission of Seller or any individual or entity directly or indirectly employed to furnish any of the Goods or Special Services or anyone for whose acts Seller may be liable, including but not limited to asub-contractor orsub- vendor of the Seller, regardless of whether or not caused in part by any negligence or omission of an individual or entity indemnified hereunder or whether liability is imposed upon such indemnified party by Laws and Regulations regardless of the negligence of any such individual or entity. B. The indemnification obligations of Seller under paragraph 5.09.A shall not extend to the liability of Engineer and Engineer's consultants or to the officers, directors, partners, employees, agents, and other consultants and subcontractors of each and any of them arising out of: 1. the preparation or approval of, or the failure to prepare or approve, maps, Drawings, opinions, reports, surveys, Change Orders, designs, or Specifications; or 2. giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. 5.10 Insurance Requirements Prior to commencing work, the Contractor shall obtain at its own cost and expense the following insurance from companies licensed in the State with a Best's rating of no less than A:VII. The Contractor shall provide to the County Risk Manager certificates of insurance with original endorsements affecting insurance required by this clause prior to the commencement of work to be performed. A. To the fullest extent permitted by Laws and The insurance policies required shall provide that Regulations, Seller shall indemnify and hold harmless, to thirty (30) days prior to cancellation, suspension, the extent of the negligence, willful misconduct, or breach reduction or material change in the policy, notice of same of contract of Seller or its officers, directors, shareholders, shall be given to the County Risk Manager by registered partners, employees, agents, consultants, contractors or mail, return receipt requested, for all of the following subcontractors, or anyone for whom Seller is responsible, stated insurance policies. Buyer, Engineer, and their officers, directors, shareholders, If any of the insurance requirements are not partners, employees, agents, consultants, contractors and complied with at the renewal date of the insurance policy, subcontractors from any and all claims, costs, losses, and payments to the Contractor shall be withheld until all such demands or judgments for damages for claims (including requirements have been met, or at the option of the EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright 0 2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-11 County, the County may pay the renewal premium and withhold such payments from the moneys due The Contractor. All notices shall name the Contractor and identify the agreement by contract number or some other form of identification necessary to inform the County of the particular contract affected. A. Workers Compensation and Employers Liability Insurance. The Contractor shall procure and maintain for the life of the contract, Workers Compensation Insurance, including Employers Liability Coverage, in accordance with the laws of the State of Washington. B. General Liability(1) - with a minimum limit per occurrence of one million dollars ($1,000,000) and an aggregate of not less than two million dollars ($2,000,000) for bodily injury, death and property damage unless otherwise specified in the contract specifications. This insurance coverage shall contain no limitations on the scope of the protection provided and indicate on the certificate of insurance the following coverage: 1. Broad Form Property Damage with no employee exclusion; 2. Personal Injury Liability, including extended bodily injury; 3. Broad Form ContractuaUCommercial Liability including completed operations (contractors only); 4. Premises -Operations Liability (M&C); 5. Independent Contractors and Subcontractors; and 6. Blanket Contractual Liability. (1) Note: The County shall be named as an additional insured party under this policy. C. Automobile(2) - with a minimum limit per occurrence of $1,000,000 for bodily injury, death and property damage unless otherwise specified in the contract specifications. This insurance shall indicate on the certificate of insurance the following coverage: 1. Owned automobiles; 2. Hired automobiles; and, 3. Non-owned automobiles. (2) Note: The County shall be named as an additional insured party under this policy. Any deductibles or self insured retention shall be declared to and approved by the County prior to the approval of the contract by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self insured retention or The Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Failure of The Contractor to take out and/or maintain any required insurance shall not relieve The Contractor from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. It is agreed by the parties that insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect both parties and be primary coverage for any and all losses covered by the above described insurance. It is further agreed by the parties that insurance companies issuing the policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. It is further agreed by the parties that any and all deductibles in the above described insurance policies shall be assumed by and be at the sole risk of The Contractor. It is agreed by the parties that judgments for which the County may be liable, in excess of insured amounts provided herein, or any portion thereof, may be withheld from payment due, or to become due, to The Contractor until such time as The Contractor shall furnish additional security covering such judgment as may be determined by the County. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. D. Seller agrees to extend its existing general liability insurance coverage to County, but only in respect of work performed by or on behalf of the named insured, Seller, and only to the extent that the additional insured is held liable for the negligence or other culpability of Seller. Coverage under Seller's policy does not extend to liability arising out of the additional insured's own negligence. E. Buyer, Engineer, and Engineer's Consultants are to be listed as additional insureds under the liability insurance policies provided by the Seller. ARTICLE 6 -SHIPPING AND DELIVERY 6.01 Shipping A. Seller shall select the carrier and bear all costs of packaging, transportation, insurance, special handling and any other costs associated with shipment and delivery. 6.02 Delivery A. Seller shall deliver the Goods F.O.B. the Point of Destination in accordance with the Contract Times set forth in the Agreement, or other date agreed to by Buyer and Seller. B. Seller shall provide written notice to Buyer at least 15 days before shipment of the manner of shipment and the anticipated delivery date. The notice shall also include any instructions concerning special equipment or services required at the Point of Destination to unload and care for the Goods. Seller shall also require the carrier to give Buyer EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-12 at least 24 hours notice by telephone prior to the anticipated adjustment, a Claim may be made therefor as provided in hour of delivery. Paragraph 9.06.A. C. Buyer will be responsible and bear all costs for 7.03 Changing Contract Price or Contract Times unloading the Goods from carrier. D. Buyer will assure that adequate facilities are available to receive delivery of the Goods during the Contract Times set forth in the Agreement, or another date agreed by Buyer and Seller. E. No partial deliveries shall be allowed, unless permitted or required by the Contract Documents or agreed to in writing by Buyer. 6.03 Risk of Loss A. The Contract Price or Contract Times may only be changed by: 1. a Change Order; 2. a Written Amendment; or 3. a written unilateral order of Buyer, in which case Seller shall be entitled to an equitable adjustment in Contract Price or Contract Times for any reasonable and necessary costs or delays incurred by Seller to accommodate such a change. A. Risk of loss and insurable interests transfer from Seller to Buyer upon Buyer's receipt of the Goods. B. Notwithstanding the provisions of Paragraph 6.03.A, if Buyer rejects the Goods as non-conforming, the risk of loss on such Goods shall remain with Seller until Seller corrects the non-conformity or Buyer accepts the Goods. ARTICLE 7 -CHANGES: SCHEDULE AND DELAY 7.01 Changes in the Goods and Special Services A. Buyer may at any time, without notice to any surety, make changes in the Contract Documents within the general scope of the Contract. B. If any such change or action by Buyer affects the Contract Price or Contract Times, Seller shall notify Buyer within 15 days after the occurrence of the event giving rise thereto, and written supporting data will be submitted to Buyer within 45 days after such occurrence. If Seller fails to do so, Seller waives any Claim for such adjustment. If any such change or action by Seller affects the Contract Price or Contract Times, Buyer shall notify Seller within 15 days after the occurrence of the event giving rise thereto, and written supporting data will be submitted to Seller within 45 days after such occurrence. If Buyer fails to do so, Buyer waives any Claim for such adjustment. C. Seller shall not suspend performance while Buyer and Seller are in the process of making such changes and any related adjustments. 7.02 Changes in Laws and Regulations A. Changes in Laws or Regulations not known at the time of opening of Bids (or, on the Effective Date of the Agreement if there were no Bids) having an effect on the cost or time of furnishing the Goods and Special Services shall be the subject of an adjustment in Contract Price or Contract Times. If Buyer and Seller are unable to agree on entitlement to or on the amount or extent, if any, of any such B. If Seller is prevented from delivering the Goods or performing the Special Services within the Contract Times for any unforeseen reason beyond its control and not attributable to its actions or inactions, then Seller shall be entitled to an adjustment of the Contract Times to the extent attributable to such reason. Such reasons include fire, floods, epidemics, abnormal weather conditions, acts of God, acts of war, directions by government authority, and other like matters. If such an event occurs and delays Seller's performance, Seller shall notify Buyer in writing within 15 days of the beginning of the event causing the delay, stating the reason therefor. C. Contract Times will not be modified for delays within the control of Seller, including labor strife, transportation shortages or delays at Seller's facilities. Delays attributable to and within the control of Seller's subcontractors or suppliers shall be deemed to be delays within the control of Seller. D. If Seller is prevented from delivering the Goods or furnishing the Special Services within the Contract Times due to the actions or inactions of Buyer, Seller shall be entitled to any reasonable and necessary additional costs arising out of such delay to the extent directly attributable to Buyer. E. Neither Buyer nor Seller shall be entitled to any damages arising from delays which are beyond the control of both Buyer and Seller, including but not limited to fires, floods, epidemics, abnormal weather conditions, acts of God, acts of war, direction by government authority, and other like matters. ARTICLE 8 -BUYER'S RIGHTS 8.01 Inspections and Testing A. General 1. Buyer shall have the right to perform, or cause to be performed, reasonable inspections, excluding EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-13 inspection of proprietary membrane production, and require reasonable tests of the Goods at Seller's facility, and at the Point of Destination. Seller shall allow Buyer a reasonable time to perform such inspections or tests. Z. Seller shall bear all expenses, except for travel, lodging and subsistence expenses of Buyer's representatives, for inspections and tests at Seller's facility, but Buyer shall be entitled to reimbursement from Seller of travel, lodging and subsistence expenses of Buyer's representatives if the Goods are non-conforming. 3. Buyer shall bear all expenses, except for travel, lodging and subsistence expenses of Seller's representatives, for inspections and tests at the Point of Destination, but Buyer shall be entitled to reimbursement from Seller for Buyer's expenses for reinspection or retesting if, on the basis of an initial inspection or testing, the Goods are determined to benon-conforming. 4. Seller shall provide Buyer 30 days written notice of the readiness of the Goods for all inspections, tests, or approvals which the Contract Documents specify are to be observed by Buyer prior to shipment. 5. Buyer will give Seller timely notice of all specified tests, inspections and approvals of the Goods which are to be conducted at the Point of Destination. 6. If, on the basis of any inspections or testing, the Goods appear to be conforming, Buyer will give Seller prompt notice thereof. If on the basis of said inspections or testing, the Goods appear to benon-conforming, Buyer will give Seller prompt notice thereof and will advise Seller of the remedy Buyer elects under the provisions of Paragraph $.02. 7. Neither payments made by Buyer to Seller prior to any tests or inspections, nor any tests or inspections shall constitute acceptance of non-conforming Goods, or prejudice Buyer's rights under the Contract. B. Inspection on Delivery 1. Buyer or Engineer will inspect the Goods upon delivery solely for purposes of identifying the Goods and general verification of quantities and observation of apparent condition in order to provide a basis for a progress payment. Such inspection will not be construed as final or as receipt of any Goods and Special Services that, as a result of subsequent inspections and tests, are determined to be non-conforming. 2. Within ten days of such inspection, Buyer shall provide Seller with written notice of Buyer's determination regarding conformity of the Goods. In the event Buyer does not provide such notice, it will be presumed that the Goods appear to be conforming. 3. If, on the basis of the inspection specified in Paragraph 8.O1.B.1, the Goods appear to be conforming, Buyer's notice thereof to Seller will acknowledge receipt of the Goods. C. Final Inspection 1. After all of the Goods have been incorporated into the Project, tested in accordance with such testing requirements as are specified, and are functioning as intended, Buyer or Engineer will make a final inspection. 2. If, on the basis of the final inspection, the Goods are conforming, Buyer's notice thereof will constitute Buyer's acceptance of the Goods. 3. If, on the basis of the final inspection, the Goods are non-conforming, Buyer will identify the non- conformity in writing. 8.02 Non-Conforming Goods or Special Services A. If, on the basis of inspections and testing prior to delivery, the Goods appear to be non-conforming, or if at any time after Buyer has acknowledged receipt of delivery and before the expiration of the correction period described in Paragraph 8.03, Buyer determines that the Goods are non- conforming, Seller shall promptly, without cost to Buyer and in response to written instructions from Buyer, either correct such non-conforming Goods, or, if rejected by Buyer, repair or replace the non-conforming Goods with conforming Goods. B. Buyer's Rejection ofNon-Conforming Goods 1. If Buyer elects to reject the Goods in whole or in part, Buyer's notice to Seller will describe in sufficient detail the non-conforming aspect of the Goods. If Goods have been delivered to Buyer, Seller shall promptly, and within the Contract Times, remove and replace the rejected Goods. 2. Seller shall bear all reasonable and customary charges, including, but not limited to, shipping, labor and the costs of equipment or parts, for the repair or replacement of the non-conforming Goods as provided in Paragraph 8.02.E. 3. Upon rejection of the Goods, Buyer retains a security interest in the Goods or to the extent of any payments made and expenses incurred in their testing and inspection. C. Remedying Non-Conforming Goods or Special Services 1. If Buyer elects to permit the Seller to modify the Goods to remove the non-conformance, Seller shall promptly provide a schedule for such modifications and EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-14 shall make the Goods conforming within a reasonable 9.03 Authorized Variations time. 2. If Buyer notifies Seller in writing that any of the Special Services are non-conforming, Seller shall promptly provide conforming services acceptable to Buyer. If Seller fails to do so, Buyer may delete the Special Services and reduce the Contract Price a commensurate amount. A. Engineer may authorize minor deviations or variations in the Contract Documents by: 1) issuance of approved Shop Drawings when such change or deviation was duly noted by Seller as required in Paragraph 5.06.C.4, or 2) a Field Order. 9.04 Rejecting Non-Conforming Goods and Special Services D. Buyer's Acceptance ofNon-Conforming Goods 1. Instead of requiring correction or removal and replacement of non-conforming Goods discovered either before or after final payment, Buyer may accept the non- conforming Goods. Seller shall bear all costs, losses, and damages attributable to Buyer's evaluation of and determination to accept such non-conforming Goods as provided in Paragraph 8.02.E. E. Seller shall pay all reasonable and customary charges including, but not limited to, shipping, labor and the cost of equipment or parts, for the correction or replacement of the nonconforming GOODS. The Buyer shall be responsible for uncovering and making the Seller's equipment accessible for inspection, repair, or replacement as may be applicable. 8.03 Correction Period A. Seller's responsibility for correcting all non- conformities in the Goods will extend for a period of one year after the earlier of the date on which Buyer has placed the Goods in continuous service or the date of final payment, or for such longer period of time as may be prescribed by Laws or Regulations or by the terms of any specific provisions of the Contract Documents. ARTICLE 9 -ROLE OF ENGINEER 9.01 Duties and Responsibilities A. The duties and responsibilities and the limitations of authority of Engineer are set forth in the Contract Documents. 9.02 Clarifications and Interpretations A. Engineer will issue with reasonable promptness such written clarifications or interpretations of the Contract Documents as Engineer may determine necessary, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. Such written clarifications and interpretations will be binding on Buyer and Seller. If either Buyer or Seller believes that a written clarification or interpretation justifies an adjustment in the Contract Price or Contract Times, either may make a Claim therefor. A. Engineer will have the authority to disapprove or reject Goods or Special Services which Engineer believes to benon-conforming. 9.05 Decisions on Requirements of Contract Documents A. Engineer will be the initial interpreter of the Contract Documents and judge of the acceptability of the Goods and Special Services. Claims, disputes and other matters relating to the acceptability of the Goods and Special Services or the interpretation of the requirements of the Contract Documents pertaining to Seller's performance will be referred initially to Engineer in writing with a request for a formal decision in accordance with this paragraph. B. When functioning as interpreter and judge under this Paragraph 9.05, Engineer will not show partiality to Buyer or Seller and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering of a decision by Engineer pursuant to this Paragraph 9.05 with respect to any such Claim, dispute, or other matter (except any which have been waived by the making or acceptance of final payment as provided in Paragraph 10.07) will be a condition precedent to any exercise by Buyer or Seller of such rights or remedies as either may otherwise have under the Contract Documents or by Laws or Regulations in respect of any such Claim, dispute, or other matter. 9.06 Claims and Disputes A. Notice: Written notice of each Claim, dispute or other matter relating to the acceptability of the Goods and Special Services or the interpretation of the requirements of the Contract Documents pertaining to Seller's performance shall be delivered by the claimant to Engineer and the other party to the Agreement within 15 days after the occurrence of the event giving rise thereto, and written supporting data will be submitted to Engineer and the other party within 45 days after such occurrence unless Engineer allows an additional period of time to ascertain more accurate data. B. Engineer's Decision: Engineer will render a decision in writing within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. Engineer's written decision on such Claim, or dispute, or other matter will be final and binding upon Buyer and Seller unless: EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-15 1. an appeal from Engineer's decision is made within writing Engineer's reasons for refusing to recommend the time limits and in accordance with the dispute payment. In the latter case, Seller may make the necessary resolution procedures set forth in Article 13; or corrections and resubmit the Application. 2, if no such dispute resolution procedures have been set forth, a written notice of intention to appeal is delivered by Buyer or Seller to the other and to Engineer within 30 days after the date of such decision, and a formal proceeding is instituted by the appealing party in a forum of competent jurisdiction within 60 days after the date of such decision (unless otherwise agreed to in writing by Buyer and Seller), to exercise such rights or remedies as the appealing party may have with respect to such Claim, dispute, or other matter in accordance with applicable Laws and Regulations. C. If Engineer does not render a formal decision in writing within the time stated in Paragraph 9.06.B., a decision denying the Claim in its entirety shall be deemed to have been issued 31 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. ARTICLE 10 -PAYMENT 10.01 Applications for Progress Payments A. Seller shall submit to Buyer for Engineer's review Applications for Payment filled out and signed by Seller and accompanied by such supporting documentation as is required by the Contract Documents and also as Buyer or Engineer may reasonably require. The timing and amounts of progress payments shall be as stipulated in the Agreement. 1. The first application for Payment will be submitted after review and approval by Engineer of all Shop Drawings and of all Samples required by the Contract Documents. 2. The second Application for Payment will be submitted after receipt of the Goods has been acknowledged in accordance with Paragraph 8.Ol.B and will be accompanied by a bill of sale, invoice or other documentation satisfactory to Buyer warranting that Buyer has rightfully received good title to the Goods from Seller and that the Goods are free and clear of all liens. Such documentation will include releases and waivers from all parties with viable lien rights. In the case of multiple deliveries of Goods, additional Applications for Payment accompanied by the required documentation will be submitted as Buyer acknowledges receipt of additional items of the Goods. 10.02 Review of Applications for Progress Payments A. Engineer will, within ten days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to Buyer, or return the Application to Seller indicating in 1. Engineer's recommendation of payment requested for submittal of Shop Drawings and Samples for Payment will constitute a representation by Engineer, based on Engineer's review of the Application for Payment and the accompanying data, that the Shop Drawings and Samples have been reviewed and approved as required by the Contract Documents and Seller is entitled to payment of the amount recommended. 2. Engineer's recommendation of payment requested in the Application for Payment submitted upon Buyer's acknowledgment of receipt of the Goods will constitute a representation by Engineer, based on Engineer's review of the Application for Payment and the accompanying data Seller is entitled to payment of the amount recommended. Such recommendation will not constitute a representation that Engineer has made a final inspection of the Goods, that the Goods are free from non-conformities, acceptable or in conformance with the Contract Documents, that Engineer has made any investigation as to Buyer's title to the Goods, that exhaustive or continuous inspections have been made to check the quality or the quantity of the Goods beyond the responsibilities specifically assigned to Engineer in the Contract Documents or that there may not be other matters or issues between the parties that might entitle Seller to additional payments by Buyer or Buyer to withhold payment to Seller. 3. Engineer may refuse to recommend that all or any part of a progress payment be made, or Engineer may nullify all or any part of any payment previously recommended if, in Engineer's opinion, such recommendation would be incorrect or if on the basis of subsequently discovered evidence or subsequent inspections or tests Engineer considers such refusal or nullification necessary to protect Buyer from loss because the Contract Price has been reduced, Goods are found to be non-conforming, or Seller has failed to furnish acceptable Special Services. 10.03 Amount and Timing of Progress Payments A. Subject to Paragraph 10.02.A., the amounts of the progress payments will be as provided in the Agreement. Buyer shall within 30 days after receipt of each Application for Payment with Engineer's recommendation pay Seller the amount recommended; but, in the case of the Application for Payment upon Buyer's acknowledgment of receipt of the Goods, said 30-day period may be extended for so long as is necessary (but in no event more than 60 days) for Buyer to examine the bill of sale and other documentation submitted therewith. Buyer shall notify Seller promptly of any deficiency in the documentation and shall not unreasonably withhold payment. EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700.16 10.04 Suspension of or Reduction in Payment A. Buyer may suspend or reduce the amount of progress payments, even though recommended for payment by Engineer, under the following circumstances: 1. Buyer has reasonable grounds to conclude that Seller will not furnish the Goods or the Special Services in accordance with the Contract Documents, 2. Buyer has requested in writing assurances from Seller that the Goods or Special Services will be delivered or furnished in accordance with the Contract Documents, and Seller has failed to provide adequate assurances within ten days of Buyer's written request. B. If Buyer refuses to make .payment of the full amount recommended by Engineer, Buyer .will provide Seller and Engineer immediate written notice stating the reason for such action and promptly pay Seller any amount remaining after deduction of the amount withheld. Buyer shall promptly pay Seller the amount withheld when Seller corrects the reason for such action to Buyer's satisfaction. 10.05 Final Application for Payment A. After Seller has corrected all non-conformities to the satisfaction of Buyer and Engineer, furnished all Special Services, and delivered all documents required by the Contract Documents, Engineer will issue to Buyer and Seller a notice of acceptability. Seller may then make application for final payment following the procedure for progress payments. The final Application for Payment will be accompanied by all documentation called for in the Contract Documents, a list of all unsettled claims and such other data and information as Buyer or Engineer may reasonably require. 10.06 Final Payment A. If, on the basis of the review of the final Application for Payment and accompanying documentation, Engineer is satisfied that the Goods and Special Services have been furnished in accordance with the Contract Documents, and that Seller's other obligations under the Contract Documents have been fulfilled, Engineer will, within ten days after receipt of the final Application for Payment, recommend in writing final payment subject to the provisions of Paragraph 10.07 and present the Application to Buyer. Otherwise, Engineer will return the Application to Seller, indicating the reasons for refusing to recommend final payment, in which case Seller shall make the necessary corrections and resubmit the Application. If the Application and accompanying documentation are appropriate as to form and substance, Buyer shall, within 30 days after receipt thereof, pay Seller the amount recommended by Engineer. 10.07 Waiver of Claims A. The making and acceptance of final payment will constitute: 1. a waiver of all Claims by Buyer against Seller, except Claims arising from unsettled liens and Claims, from non-conformities in the Goods or Special Services appearing after final payment, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from Seller's continuing obligations under the Contract Documents; and 2. a waiver of all Claims by Seller against Buyer other than those previously made in accordance with the requirements herein and expressly noted in writing by Seller as still unsettled in its final Application for Payment. ARTICLE 11-CANCELLATION, SUSPENSION, AND TERMINATION 11.01 Cancellation A. Buyer has the right to cancel the Contract, without cause, at any time prior to delivery of the Goods by written notice. Cancellation pursuant to the terms of this paragraph shall not constitute a breach of contract by Buyer. Upon cancellation: 1. Buyer shall pay Seller for Goods, specially manufactured for the Project, plus any documented reasonable direct and indirect costs incurred by Seller in producing such Goods not recovered by payment for the reasonable value of the Goods. 2. For Goods which are not specially manufactured for the Project, Seller shall be entitled to a restocking charge of 10 percent of the unpaid Contract Price of such Goods. 11.02 Suspension of Performance by Buyer A. Buyer has the right to suspend performance of the Contract, without cause, by written notice. Upon suspension under this paragraph, Seller shall be entitled to an increase in the Contract Times and Contract Price caused by the suspension, provided that performance would not have been suspended or delayed for causes attributable to Seller. 11.03 Suspension of Performance by Seller A. Subject to the provisions of Paragraph 5.07.B, Seller may suspend the furnishing of the Goods and Special Services only under the following circumstance: 1. Seller has reasonable grounds to conclude that Buyer will not perform its future payment obligations under the Contract. ("Reasonable grounds" shall not include a pending dispute or disagreement with Buyer) and, EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-17 2. Seller has requested in writing assurances from Buyer that future payments will be made in accordance with the Contract, and Buyer has failed to provide such assurances within ten days of Seller's written request. 11.04 Breach and Termination A. Buyer's Breach 1. Buyer shall be deemed in breach of the Contract if it fails to comply with any material provision of the Contract Documents, including but not limited to: a. wrongful rejection or revocation of Buyer's acceptance of the Goods, a. In the event Buyer believes Seller is in breach of its obligations under the Contract, and except as provided in Paragraph 11.04.B.2.b, Buyer shall provide Seller with reasonably prompt written notice setting forth in sufficient detail the reasons for declaring that it believes a breach has occurred. Seller shall have seven days from receipt of the written notice declaring the breach (or such longer period of time as Buyer may grant in writing) within which to cure the alleged breach. b. If and to the extent that Seller has provided a performance bond under the provisions of Paragraph 4.01, the notice and cure procedures of that bond, if any, shall supersede the notice and cure procedures of Paragraph 11.04.B.2.a. b. failure to make payments in accordance with ARTICLE 12 -LICENSES AND FEES the Contract Documents, or c. wrongful repudiation of the Contract. 2. Seller shall have the right to terminate the Contract for cause by declaring a breach should Buyer fail to comply with any material provisions of the Contract. Upon termination, Seller shall be entitled to all remedies provided by Laws and Regulations. a. In the event Seller believes Buyer is in breach of its obligations under the Contract, Seller shall provide Buyer with reasonably prompt written notice setting forth in sufficient detail the reasons for declaring that it believes a breach has occurred. Buyer shall have seven days from receipt of the written notice declaring the breach (or such longer period of time as Seller may grant in writing) within which to cure the alleged breach. B. Seller's Breach 1. Seller shall be deemed in breach of the Contract if it fails to comply with any material provision of the Contract Documents, including, but not limited to: a. failure to deliver the Goods or perform the Special Services in accordance with the Contract Documents, b. wrongful repudiation of the Contract, or c. delivery or furnishing of non-conforming Goods or Special Services. 12.01 Intellectual Property and License Fees A. Unless specifically stated elsewhere in the Contract Documents, Seller is not transferring any intellectual property rights, patent rights, or licenses for the Goods delivered B. Seller shall pay all license fees and royalties and assume all costs incident to the use or the furnishing of the Goods, unless specified otherwise by the Contract Documents. C. Seller grants Buyer anon-exclusive royalty free license to use any processor apparatus claimed in any patent owned by Seller but only to the extent that this license is required by Buyer to build and operate the membrane system described in this Agreement using membrane modules supplied by Seller. All other Seller's rights are reserved. 12.02 Seller's Infringement A. Subject to Paragraph 12.O1.A, Seller shall indemnify and hold harmless Buyer, Engineer and their officers, directors, partners, employees, agents, consultants, contractors, and subcontractors from and against all claims, costs, losses, damages, and judgments (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement or alleged infringement of any United States or foreign patent or copyright by any of the Goods delivered hereunder. 2. Buyer may terminate Seller's right to perform the B. In the event of suit or threat of suit for intellectual Contract for cause by declaring a breach should Seller fail property infringement, Buyer will notify Seller within a to comply with any material provision of the Contract reasonable time of receiving notice thereof. Documents. Upon termination, Buyer shall be entitled to all remedies provided by Laws and Regulations. C. Upon written demand from Buyer, Seller shall be given the opportunity to defend the claim or suit, including negotiating a settlement. Seller shall have control over such EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright 0 2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-18 claim or suit, provided that Seller agrees to bear all expenses and to satisfy any adverse judgment thereof. 1. If Seller fails to defend such suit or claim after written demand by Buyer, Seller will be bound in any subsequent suit or claim against Seller by Buyer by any factual determination in the prior suit or claim. 2. If Buyer fails to provide Seller the opportunity to defend such suit or claim after written demand by Seller, Buyer shall be barred from any remedy against Seller for such suit or claim. D. If a determination is made that Seller has infringed upon intellectual property rights of another, Seller may obtain the necessary licenses for Buyer's benefit, or replace the Goods and provide related design and construction as necessary to avoid the infringement at Seller's own expense. 12.03 Buyer's Infringement A. Buyer shall indemnify and hold harmless Seller, and its officers, directors, partners, employees, agents, consultants, contractors, and subcontractors from and against all claims, costs, losses, damages, and judgments (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement or alleged infringement of any United States or foreign patent or copyright caused by Seller's compliance with Buyer's design of the Goods or Buyer's use of the Goods in combination with other materials or equipment in any process (unless intent of such use was known to Seller and Seller had reason to know such infringement would result). B. In the event of suit or threat of suit for intellectual property infringement, Seller must within a reasonable time after receiving notice thereof notify Buyer. C. Upon written demand from Seller, Buyer shall be given the opportunity to defend the claim or suit, including negotiating a settlement. Buyer shall have control over such claim or suit, provided that Buyer agrees to bear all expenses and to satisfy any adverse judgment thereof. 1. If Buyer fails to defend such suit or claim after written demand by Seller, Buyer will be bound in any subsequent suit or claim against Buyer by Seller by any factual determination in the prior suit or claim. 2. If Seller fails to provide Buyer the opportunity to defend such suit or claim after written demand by Buyer, Seller shall be barred from any remedy against Buyer for such suit or claim. contract with Seller shall: (1) acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or its consultants, including electronic media versions; or (2) reuse any of such Drawings, Specifications, other documents, or copies thereof on any other project without written consent of Buyer and Engineer and specific written verification or adaptation by Engineer. This prohibition will survive termination or completion of the Contract. Nothing herein shall preclude Seller from retaining copies of the Contract Documents for record purposes. ARTICLE 13 -DISPUTE RESOLUTION 13.01 Dispute Resolution Method A. Disputes between Buyer and Seller will be resolved as set forth in the Supplementary Conditions. If no method and procedure has been set forth, and subject to the provisions of Paragraphs 9.05 and 9.06, Buyer and Seller may exercise such rights or remedies as they have under Controlling Law. ARTICLE 14 -MISCELLANEOUS 14.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 14.02 Controlling Law A. This Contract is to be governed by the law of the state in which the Point of Destination is located. 14.03 Computation of Time A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation. 14.04 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and 12.04 Reuse of Documents remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special A. Neither Seller nor any other person furnishing any of warranty or guarantee, or by other provisions of the Contract the Goods or Special Services under a direct or indirect Documents, and the provisions of this paragraph will be as EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-19 effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 14.05 Survival of Obligations A. All representations, indemnifications, warranties and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion and acceptance of the Goods or Special Services and termination or completion of the Agreement. EJCDC P-700 Standard General Conditions for Procurement Contracts Copyright ©2000, National Society of Professional Engineers for EJCDC. All rights reserved. 00700-20 135-12562-09001 SECTION 00800 SUPPLEMENTARY CONDITIONS These Supplementary Conditions amend or supplement the Standard General Conditions for Procurement Contracts No. P-700, (2000 Edition) and other provisions of the Contract Documents as indicated below. All provisions which are not so amended or supplemented remain in full force and effect. The terms used in these Supplementary Conditions will have the meanings indicated in the General Conditions. Additional terms used in these Supplementary Conditions have the meanings indicated below, which are applicable to both the singular and plural thereof. SC-1.01 Add the following definitions: 36. Proposal -- Same as Bid. 37. Design Services -Services associated with the preparation of construction documents for bid by a General Contractor 38. Services During Construction -Services associated with the Goods to be furnished by Seller as required by the Contract Documents. 39. Service Agreements -Services associated with supporting the installed Goods furnished by the Seller after construction as required by the Contract Documents. 40. Substantial Completion -Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use, except minor items not materially affecting such occupancy or use. Delete Paragraph l.Ol.A.31 in its entirety and insert the following in its place: 31. Special Services -- This refers to Design Services, Services During Construction, and Service Agreements. SC 1.02 5.08(F) is hereby added to 5.08 and shall read as follows: "To the extent that Seller is the beneficiary, owner or intended recipient of any warranty or guaranty provided by athird-party person, firm or business entity with respect to Goods or Services provided by the third-party to the Seller and necessary for Seller's performance under this Agreement, then Seller agrees to and does convey to the Buyer all rights and privileges it holds in that or those warranties or guarantees." 00800-1 135-12562-09001 SC 1.03 5.09(A) is amended by the addition of the following underlined text. 1. Is attributable to bodily injury ...... 2. Is caused in whole or in part by any negligent ....... Or anyone for whose acts Seller may be liable, including but not limited to asub-contractor or sub-vendor of the Seller, regardless of whether or not ....... SC 1.04 Anew Section 5.10 entitled "Insurance requirements" is added to the EJCDC Standard General Conditions for Procurement Contracts and shall read as follows: "Prior to commencing work, the Contractor shall obtain at its own cost and expense the following insurance from companies licensed in the State with a Best's rating of no less than A:VII. The Contractor shall provide to the County Risk Manager certificates of insurance with original endorsements affecting insurance required by this clause prior to the commencement of work to be performed. The insurance policies required shall provide that thirty (30) days prior to cancellation, suspension, reduction or material change in the policy, notice of same shall be given to the County Risk Manager by registered mail, return receipt requested, for all of the following stated insurance policies. If any of the insurance requirements are not complied with at the renewal date of the insurance policy, payments to the Contractor shall be withheld until all such requirements have been met, or at the option of the County, the County may pay the renewal premium and withhold such payments from the moneys due The Contractor. All notices shall name the Contractor and identify the agreement by contract number or some other form of identification necessary to inform the County of the particular contract affected. A. Workers Compensation and Employers Liability Insurance. The Contractor shall procure and maintain for the life of the contract, Workers Compensation Insurance, including Employers Liability Coverage, in accordance with the laws of the State of Washington. B. General Liability(1) - with a minimum limit per occurrence of one million dollars ($1,000,000) and an aggregate of not less than two million dollars ($2,000,000) for bodily injury, death and property damage unless otherwise specified in the contract specifications. This insurance coverage shall contain no limitations on the scope of the protection provided and indicate on the certificate of insurance the following coverage: 1. Broad Form Property Damage with no employee exclusion; 2. Personal Injury Liability, including extended bodily injury; 00800-2 135-12562-09001 3. Broad Form Contractual/Commercial Liability including completed operations (contractors only); 4. Premises -Operations Liability (M&C}; 5. Independent Contractors and Subcontractors; and 6. Blanket Contractual Liability. party under this policy. (1)Note: The County shall be named as an additional insured C. Automobile (2) - with a minimum limit per occurrence of $1,000,000 for bodily injury, death and property damage unless otherwise specified in the contract specifications. This insurance shall indicate on the certificate of insurance the following coverage: 1. Owned automobiles; 2. Hired automobiles; and, 3. Non-owned automobiles. party under this policy. (2) Note: The County shall be named as an additional insured Any deductibles or self insured retention shall be declared to and approved by the County prior to the approval of the contract by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention or The Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Failure of The Contractor to take out and/or maintain any required insurance shall not relieve The Contractor from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. It is agreed by the parties that insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect both parties and be primary coverage for any and all losses covered by the above described insurance. It is further agreed by the parties that insurance companies issuing the policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. It is further agreed by the parties that any and all deductibles in the above described insurance policies shall be assumed by and be at the sole risk of The Contractor. It is agreed by the parties that judgments for which the County may be liable, in excess of insured amounts provided herein, or any portion thereof, may be withheld from payment due, or to become due, to The Contractor until such time as The Contractor shall furnish additional security covering such judgment as may be determined by the County. 00800-3 135-12562-09001 The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements." D. Seller agrees to extend its existing general liability insurance coverage to County, but only in respect of work performed by or on behalf of the named insured, Seller, and only to the extent that the additional insured is held liable for the negligence or other culpability of Seller. Coverage under Seller's policy does not extend to liability arising out of the additional insured's own negligence. E. Buyer, Engineer, and Engineer's Consultants are to be listed as additional insureds under the liability insurance policies provided by the Seller. SC 1.05 Add the following to 7.Ol.B: "If any such change or action by Seller affects the Contract Price or Contract Times, Buyer shall notify Seller within 15 days after the occurrence of the event giving rise thereto, and written supporting data will be submitted to Seller within 45 days after such occurrence. If Buyer fails to do so, Buyer waives any Claim for such adjustment." SC 1.06 Replace 8.01.A.1 with the following: "Buyer shall have the right to perform, or cause to be performed, reasonable inspections, excluding inspection of proprietary membrane production, and require reasonable tests of the Goods at Seller's facility, and at the Point of Destination. Seller shall allow Buyer a reasonable time to perform such inspections or tests." SC 1.07 Replace 10.2.A.1 with the following: "Engineer's recommendation of payment requested for submittal of Shop Drawings and Samples for Payment will constitute a representation by Engineer, based on Engineer's review of the Application for Payment and the accompanying data, that the Shop Drawings and Samples have been reviewed and approved as required by the Contract Documents and Seller is entitled to payment of the amount recommended." SC 1.08 Replace 12.O1.A with the following: 00800-4 135-12562-09001 "Unless specifically stated elsewhere in the Contract Documents, Seller is not transferring any intellectual property rights, patent rights, or licenses for the Goods delivered." SC 1.09 Add the following after 12.O1B: "12.O1.C Seller grants Buyer anon-exclusive royalty free license to use any process or apparatus claimed in any patent owned by Seller but only to the extent that this license is required by Buyer to build and operate the membrane system described in this Agreement using membrane modules supplied by Seller. All other Seller's rights are reserved." SC 1.10 In the Agreement existing Article 10, Section 10.O1.A.10 is renumbered Article 10, Section lO.OI.A.I 1 and a new Article 10, Section lO.Ol.A.10 is added to the Agreement which shall read as follows: "The document entitled `Section 012900-Payment Procedures" SC 1.11 In the Agreement there shall be a new Section 11.06, which shall read as follows: Non-waiver of rights: The parties agree that the excuse or forgiveness of performance, or waiver of any provisions of this Agreement or the Contract Documents does not constitute a waiver of such provisions for future performance, or prejudice the right of the waiving party to enforce any of the provisions of this Agreement or the Contract Documents at a later time. SC 1.12 In the Agreement there shall be a new Section 11.07, which shall read as follows: Independent Contractor A. The SELLER shall perform this Agreement (and all "Contract Documents") as an Independent Contractor and not as an agent, employee or 00800-5 135-12562-09001 servant of the BUYER. The SELLER specifically has the right to direct and control SELLER' S own activities in providing the agreed services in accordance with the specifications set out in this Agreement and all "Contract Documents." B. SELLER acknowledges that the Work performed under this Agreement and all "Contract Documents" does not include any BUYER benefits, including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to BUYER' S employees. SC 1.13 In the Agreement there shall be a new Section 11.08, which shall read as follows: Non-discrimination The SELLER, its assignees, delegates, or subcontractors shall not discriminate against any person the performance of any of its obligations hereunder on the basis of race, color, creed, religion, national origin, age, sex, marital status, veteran status or the presence of any disability. 00800-6 135-12542-09001 SECTION 113000 -MEMBRANE BIOREACTOR EQUIPMENT PART 1-GENERAL 1.1 RELATED DOCUMENTS A. Drawings and general provisions of the Contract, including General and Supplementary Conditions and Division Ol Specification Sections, apply to this Section. 1.2 SUMMARY A. This Section specifies the requirements for the design of a membrane system as described in the Scope of Work for Design Services, and the Goods and Special Services to be provided by the MEC during construction. B. Electrical, instrumentation, and controls requirements for the MBR System are defined in Divisions 26 and 40. 1.3 DEFINITIONS AND ABBREVIATIONS A. MBR System: All equipment, material, services, systems, and appurtenances required to achieve a complete, fully integrated, and operational. system meeting all the design conditions and testing requirements as specified herein. B. Membrane Unit: An assembly of membranes intended to be removed from an immersed system as a group. Also referred to as module or cassette. A unit shall have the capability to be isolated from the rest of the system for testing, or repair. C. Train: a grouping of membrane filtration units that share common ancillary equipment and that can be isolated from the rest of the system for cleaning or maintenance. D. Membrane Tank or Membrane Basin: A structure that contains multiple membrane units that share common mechanical and electrical systems such as permeate pumps and piping, chemical feed lines and air supply lines. E. Membrane Unit Manifold: All shared common mechanical and electrical systems connecting membrane units in a membrane tank. F. Transmembrane Pressure (TMP): The difference in pressure between the average feed / concentrate pressure and the permeate pressure; the driving force, or hydraulic head loss, associated with any given flux. The TMP of the membrane system is an overall indication of the feed pressure requirement; it is used, with the flux, to assess membrane fouling and the need for chemical cleaning. In a crossflow membrane system, TMP is measured as the average of the inlet and outlet pressures, minus the permeate backpressure. MEMBRANE BIOREACTOR EQUIPMENT 113000-1 135-12562-09001 G. Filtrate or Permeate -The water that has passed through the membrane. The term "filtrate" is often referred to as "permeate." H. BOD: Biological oxygen demand. I. COD: Chemical oxygen demand. J. TSS: Total suspended solids. K. ISS: Inorganic suspended solids. L. TKN: Total Kjeldahl nitrogen. M. TN: Total nitrogen. N. NO3 - NO2: Nitrate and Nitrite 0. MGD: Million gallons per day P. ML: Mixed liquor. Q. MLSS: Mixed liquor suspended solids. R. D0: Dissolved oxygen. S. RAS: Return activated sludge. T. Net Capacity: Effluent production that leaves the facility. This capacity does not include any recycle flows that are used during the operation of the facility. 1.4 RELATED SECTIONS A. Division O1 B. Division 2d C. Division 40 1.5 EQUIPMENT FURNISHED BY OTHERS A. A number of components related or necessary to the MBR system operation will be supplied by others, and are not the responsibility of the MEC. Such components supplied by others include, but are not limited to, mechanical equipment, electrical components not associated with the MEC's equipment, instrumentation equipment not associated with the MEC's equipment, and infrastructure components, as listed below: 1. Concrete tanks, manholes, vaults, earthwork, chemical storage tanks not associated with MBR cleaning operations 2. All buildings and related earthwork 3. Waste activated sludge pumps MEMBRANE BIOREACTOR EQUIPMENT 113000-2 135-12562-09001 4. RAS i Mixed Liquor Recycle /Feed Forward pumps. Controls for these pumps will be provided by the MEC. 5. Yard piping 6. All mechanical equipment external to the MBR System, including piping, valves, and fittings, with exception to the headworks screens. 7. All electrical components external to the MBR System, unless otherwise specified, including transformers, switchgear, and panel boards. 8. All electrical and instrumentation wiring and connections unless otherwise specified. The MEC shall be responsible for identifying wire type, wire size in AWG copper, and wire/cable quantities for all power, signal, and control circuits required to interconnect the various MBR Supplier's equipment, devices, elements, motors, VFDs, etc. Raceway sizing will be completed by others. 1.6 UNIT RESPONSIBILITY A. The MBR System as defined herein shall be furnished by a single MEC. The MEC shall be responsible for ensuring that all parts of the MBR System are properly integrated to deliver the required performance for the design conditions described herein. Although the MEC may purchase membrane modules /cassettes and equipment from independent manufacturers, equipment warranties and performance warranties shall be provided and serviced by the MEC for the duration of the warranty period. 1.7 COORDINATION A. The design of the MBR System requires substantial coordination among the County, the Contractor, and the MEC. In addition, the MEC shall provide assistance to the County and the Contractor and provide the information needed to coordinate the design of the MBR System and the ancillary equipment designed by the Engineer but not provided by the MEC. B. The requirements for the biological treatment system for the MBR System shall be determined by the MEC for the Bid and completed and stamped by the Engineer during the Design Services portion of the Work. The Engineer shall design and coordinate the biological treatment system based on these requirements with the MEC. The MEC shall certify that the MBR System will achieve its design goals with the final design of the biological treatment system. C. The MEC shall provide all parts, equipment, materials, and components, including instrumentation and controls that are necessary to provide a complete operational system, as described herein. The equipment will be installed and interconnections made by the Contractor under a separate Contract. D. The MEC shall provide installation instructions to the Contractor, and review the installation of the entire MBR System prior to equipment Startup. E. The Contractor will assume responsibility for the satisfactory installation of the MBR System components. F. Substantial Completion: When Performance Testing is completed as described herein, Engineer will issue Notice of Substantial Completion to Contractor and MEC for MBR System. This only MEMBRANE BIOREACTOR EQUIPMENT 113000-3 135-12562-09001 applies to the MBR System. Notice of Substantial Completion for the remainder of the Work outside of the responsibility of the MEC by the Contractor to be issued separately. 1.8 REFERENCES A. ASME Boiler and Pressure Vessel Code B. ASTM A193 -Standard Specification for Alloy-Steel and Stainless Steel Bolting Materials for High Temperature Services C. ASTM A 36 -Standard Specification for Structural Steel D. ANSI B 16.5 -Pipe Flanges and Flanged Fittings E. AWS D 10.9 -Standard for Qualification of Welding Procedures and Welders for Piping and Tubing F. AWS A5.9 -Specification for Bare Stainless Steel Welding Electrodes and Rods G. AWS D 1.1-Structural Welding Code -Steel H. Hydraulic Institute (HI) I. National Electric Code (NEC) J. ,Standards of National Electrical Manufacturers Association (NEMA) K. Standards of American Water Works Association (AWWA) L. Underwriter's Laboratory (UL) 1.9 SUBMITTALS A. MEC shall supply shop drawings for all equipment supplied by the MEC as required by Division O1 Section "Submittal Procedures." Shop drawings shall also include the following: 1. Include rated capacities; shipping, installed, and operating weights; furnished specialties; and accessories 2. Assembly and installation drawings including anchor bolt plan, parts nomenclature, material list, and outline dimensions. 3. Design loadings to be transmitted to foundation or supports. 4. Design calculations showing dead, live, and dynamic loadings for normal and seismic conditions. 5. Calculations for the design of the biological treatment system. 6. Certified copies of test logs and performance curves for all pumps and blowers. B. Submit manufacturer's product data for all equipment supplied by the MEC as required by Division Ol Section "Submittal Procedures." At a minimum, product data shall include the following: MEMBRANE BIOREACTOR EQUIPMENT 113000-4 135-12562-09001 1. Manufacturer's catalog descriptive literature and cut sheets with identifying arrows pointing to the specific equipment, devices, and materials to be supplied for the individual specification sections; 2. Specific equipment information including manufacturer, materials of construction, performance data., inspections, test reports, and any certifications. 3. Certification from the MEC stating that all equipment complies with this Specification. C. All specification submittals shall be submitted as required in Division O1 Section "Submittal Procedures." D. The MEC shall provide Operations and Maintenance (0&M) Manuals for all equipment supplied as required in Division O1 Section "Operation and Maintenance Data." At a minimum, each 0&M manual shall include the following information: 1. The MEC's contact information (name, number, address, etc.); 2. Process and instrumentation diagrams and design criteria; 3. Control strategies and diagrams; 4. Shop drawings; 5. As-built wiring diagrams of overall system; 6. Program documentation printout with tag numbers and descriptive comments, including backup program on compact disc; 7. Installation procedures; 8. Start-up, commissioning, and shutdown procedures; 9. System operating procedures, including normal operations and operations during all alarm conditions; 10. Troubleshooting procedures; 11. Testing and calibration procedures; 12. Preventative maintenance schedules and procedures; 13. Component repair and replacement procedures; 14. Catalog data and complete parts list; 15. Recommended spare parts list; and 16. Recommended maintenance tools and equipment. E. The MEC shall issue written reports summarizing all testing conducted, data collected, and results. 1. Reports shall include, but is not limited to: a. Description of performance testing activities. b. Testing procedures c. Operating conditions and parameters d. Results e. Comparison to performance requirements f. Recommended operating conditions and parameters g. Recommended frequency and duration of cleaning cycles h. Recommended sampling protocol i. Recommended laboratory analyses j . Schedule 2. The reports shall recommend any changes to the published operation and maintenance procedures. MEMBRANE BIOREACTOR EQUIPMENT 113000-5 135-12562-09001 F. Any changes to the sizing of any system shall require the MEC to submit to the Engineer for approval revised design calculations that were developed by the MEC during the design work as part of the shop drawing submittal. 1.10 WARRANTY A. General 1. The MEC shall warrant the MBR System equipment and performance as specified herein. The warranties obtained from the MEC will consist of three parts: a general equipment warranty for all equipment provided by the MEC, a system performance warranty, and a membrane warranty. 2. Warranty documents shall be issued by and are the responsibility of the MEC. The documents shall be submitted by the MEC to the Engineer during the submittal review process, in a form acceptable to the County and the Engineer. 3. Warranty and Guarantee documents shall be transferable to the County. B. General Equipment Warranty 1. For a period of one calendar year from the date of Substantial Completion of the construction contract, not to exceed 18 months after equipment shipment, the MEC warrants that all work, material, equipment, and products provided by the MEC will be free from defects in material and workmanship. The General Equipment Warranty does not cover membranes. The warranty for membranes is described under paragraph 1.10 D of this Section. 2. For MBR System equipment supplied as part of the original MBR equipment installation, the "date of installation" is when the date the membrane system has successfully completed the Performance Testing and the Notice of Substantial Completion of the MBR System has been issued. C. MBR System Performance Warranty 1. For a period of one calendar year from the date of Substantial Completion of the construction contract, the MEC agrees to warrant that the MBR System, when operated within the conditions specified in the Contract Documents, will meet or exceed the performance requirements specified herein. 2. If, during the MBR System performance warranty period, the MBR System is unable to meet any of the specified performance requirements, the MEC shall make changes to the system, or supply additional membranes or other equipment necessary to bring the system performance into compliance with the specified performance requirements. Any such changes or additions to the system shall be approved by the Engineer and County and shall not result in increased operation and maintenance costs. 3. The County shall make available to the MEC electronic records of historical performance for MEC review. 4. If the system performance deficiency, in the reasonable opinion of the County, requires immediate correction to avoid injury to County personnel or to avoid a permit violation of any kind: a. The County may make or have made such repairs, adjustments, replacements, or other corrective work. MEMBRANE BIOREACTOR EQUIPMENT 113000-6 135-12562-09001 b. Payment for this work by the MEC or its surety shall be guaranteed by the Performance Bond. c. The County will make a reasonable attempt beforehand to contact the MEC to allow the MEC an opportunity to make immediate correction, if in the opinion of the County doing so will not result in injury or permit violation. 5. If the system performance deficiency, in the reasonable opinion of the County, does not require immediate attention: a. The County will make a reasonable attempt to notify the MEC of the conditions as a first step in establishing corrective procedures. b. Unless the deficiency requires immediate correction as stated in Paragraph 1.10 C.4 above, the County shall not do or cause to be done any work, purchase any services or material or incur any expense for the account of the MEC until after County has provided the MEC full details (including estimate of material cost and amount and rate of labor required) of the work, services, material or expenses, and the MEC has approved the same in writing. c. The MEC will not accept Products returned by the County unless the MEC has previously accepted the return in writing and provided the County with shipping instructions. d. The MEC shall have no liability with respect to any Products that have been altered or repaired in any way without MEC's prior written authorization. 6. If, in the Performance Testing or operation of the equipment after installation, the County finds latent performance deficiencies or finds that equipment fails to meet any performance requirements of the specifications, the County shall have the right to make reasonable use of such equipment until it can be shut down for correction of performance deficiencies without injury to the County; provided that the period of such operation pending the correction of performance deficiencies shall not exceed 6 months without the written consent of the MEC. D. Membrane Warranty 1. For a period of 7 calendar years from the date of Substantial Completion of the construction contract the MEC warrants that the membranes, membrane modules, and membrane cassettes provided by the MEC will conform to specifications to be free from defects in material and workmanship, and lack of membrane integrity failure and irreversible flux loss. For a period of 7 calendar years from the date of Substantial Completion of the construction contract, the MEC agrees to warrant that the membranes, membrane modules, and membrane cassettes provided by the MEC, when operated within conditions specified in the Contract Documents, will meet or exceed the performance requirements specified herein. 2. The MEC agrees to fully warrant membrane replacement due to defects or inadequate performance during the 7 year membrane performance warranty period. Membrane replacement during the first year of the membrane warranty period shall be provided at no additional cost to the County. Membrane replacement during the following 6 years of the membrane warranty period will be provided at a prorated cost based on the guaranteed membrane purchase cost provided in the Proposal. The guaranteed membrane purchase cost will be prorated by the ratio of the effective service life of the membranes beyond the first year of operation divided by 6 years. MEMBRANE BIOREACTOR EQUIPMENT 113000-7 135-12562-09001 3. The MEC shall be responsible for packaging, shipping, and any applicable taxes required to transport new membranes to the Port Hadlock wRF, and to transport defective membranes from the Port Hadlock wRF to a location determined by the MEC. 4. The County will be responsible for the cost of removing the defective membranes and installing the replacement membranes. E. Limitation of Membrane Module Warranty: The County recognizes that the occurrence of any of the following may void the membrane warranty. 1. Physical damage or faulty installation of the membrane units by others. 2. Unauthorized alteration by others of components not manufactured by the MEC. 3. Catastrophic exposure to chemicals not normally associated with wastewater treatment as a result of accidents, vandalism, or other acts that are totally outside the bounds of routine and normal wastewater treatment plant operations. 4. Use of water treatment chemicals, chemical cleaning solutions, or cleaning procedures other than chemicals, solutions and procedures approved by the MEC, other than those prescribed in the Procurement Documents. 5. Exposure of the membranes to wastewater treatment or treatment chemicals at concentrations, levels, or contact times unacceptable to the MEC. The MEC is responsible to provide the County a listing of the known wastewater treatment and cleaning chemicals and concentrations and time of exposure that could result in a loss of membrane integrity or cause irreversible fouling. Operation or cleaning of the membrane outside the stated limits shall void the remaining portion of the membrane warranty. 6. Improper operation or maintenance of equipment, as defined by the 0&M Manual. 7. If MEC's customer or original user fails to perform its obligations under the warranty or any other agreement between the parties or MEC's customer and the original user fail to pay any charges otherwise due the MEC. F. Membrane Unit Pricing 1. The MEC shall guarantee for a period of 15 calendar years after the date of Substantial Completion that the membrane unit pricing for pro-rata warranty replacements and non- warranty replacements shall be the least of the following options: a. The current market price of the membrane unit at the time of purchase b. The price of one membrane unit provided by the MEC in the Proposal subject to an increase using the nationwide Producer Price Index for Machinery and Equipment (Commodity Code 11660415), as published by the Bureau of Labor Statistics. The base-line for calculation of upwards adjustments to the PPI shall be the PPI index published at the date of MBR System Notice of Completion. The PPI adjustment shall be the latest PPI published as of the date when a cassette order is placed by the County, compared with the base-line PPI value plus one percent (1 %). 1.11 FACTORY TEST REPORT A. The MEC shall submit prior to delivery of the membrane units the following: 1. The MEC shall identify the membrane units to be provided under this contract. In the table below (to be determined after MEC selection). MEMBRANE BIOREACTOR EQUIPMENT 113000-8 135-12562-09001 Table 1 Part Identification Size and Type Number of Units Serial Numbers Membrane Units Membrane Cartrid e 2. The MEC shall identify each membrane unit by a unique serial number and indicate the Membrane Lot. 3. The MEC shall provide the membrane specification sheets that specify each membrane unit's normalized specific flux (gpm/psi @ 20° C), nominal pore size, and the nominal inside and outside surface area of the filter module. 4. Certification of testing for each membrane unit conducted at the MEC's facilities. The MEC shall certify that each membrane unit has passed the quality assurance/quality control tests for membrane element integrity. Acceptable quality assurance and quality control tests include permeability, weld, bubble point, pressure hold or vacuum hold tests above the minimum value recommended by the MEC and approved by the Engineer. MEC shall submit a copy of all test data including serial number, test pressures, test duration and clean water permeability determined from the test. The MEC shall provide a specific description of the test procedures and apparatus. 5. Identify membrane units that have undergone pinning or repair for more than 0.1 % of the original fibers at the factory. PART 2 -PRODUCTS 2.1 GENERAL A. Membrane units shall be prefabricated, preassembled, and tested before shipment to site. Assembly of components on site will be allowed to meet shipping requirements. B. Membrane units shall be sized to meet the conditions specified in paragraphs 113000-2.4 and 113000-2.5. C. Fine screens at the headworks are not included as part of the MBR System. The MEC shall provide a list of acceptable screen manufacturers, specific models for each manufacturer, and key design points that are to be used during design by the Engineer. D. The biological process design is not included as part of the MBR System and will be determined by the Engineer per Paragraph 1.7 B. The MEC shall determine the requirements and provide the equipment for the biological process design as described herein. A change will be negotiated for a revised scope of supply if the final biological process design requires equipment different from what was included in the MEC's Bid. 2.2 MEMBRANE EQUIPMENT CONTRACTORS A. MECs to be considered include the following (manufacturer of membrane units in parenthesis): 1. Aqua-Aerobic MBR (Koch l Puron) 2. Enviroquip (Kubota) 3. Siemens MEMBRANE BIOREACTOR EQUIPMENT 113000-9 135-12562-09001 4. Zenon/GE (Zenon) 2.3 SERVICE CONDITIONS A. Design Flows: The membrane units shall be designed to accommodate the following flow conditions, which represent the Net Capacity through the WRF: Table 2 Parameter Phase 1 Phase 2 Phase 3 Phase 4 Annual Avera e flow, m d 0.18 0.36 0.55 0.73 Max month flow, m d 0.25 0.50 0.75 1.00 Peak da flow, m d 0.33 0.67 0.99 1.33 Peak hour flow ~1~ 2~, m d 0.68 1.35 2.00 2.70 Peak Hour Flow Tem erature, °C 10 10 10 10 Notes: (1) Peak hour flow to WRF before any flow equalization. (2) Storm event hydrograph is not available. For membrane sizing, assume that peak day flow duration is 24 hours and peak hour duration is 1 hour. 1. It should be noted that the flow during the first year of operation of the Facility is expected to be around 0.07 mgd. Furthermore, the service area is currently served by septic tanks and will gradually switch over to sewer service over time. As this occurs the flow will grow to 0.07 mgd in the first year. 2. Max Month Loading concentrations are considered to occur during Annual Average Flow. Membrane Unit Influent Wastewater Characteristics: Table 3 Parameter Units Annual Average Loading at Annual Avera a Flow Mag Month Loading at Annual Avera a Flow m 400 550 BOD Pounds per day Phase 1:601 Phase 2:1,202 Phase 1:826 Phase 2:1,652 m 72 100 TKN Pounds per day Phase 1:108 Phase 2:216 Phase 1:150 Phase 2:300 TSS m 350 480 H 6-8 6-8 Alkalini m as CaC03 220 220 Tem erature °C 10 - 25 10 - 25 B. Effluent Quality: As a minimum, the MBR effluent shall not exceed the following requirements: 1. BOD: 5 mg/L monthly average TSS: 5 mg/L monthly average MEMBRANE BIOREACTOR EQUIPMENT 113000-10 135-12562-09001 Turbidity: 0.2 NTU Max daily average 0.5 NTU Max for any sample TN: 10 mg/L monthly average NO2 - NO3: 8 mg/L monthly average 10 mg/L max for any sample pH: 6-9 2. Readings for limits described as "Max for any sample" in Paragraph 2.3 B shall be from 24-hr composite samples. 2.4 MEMBRANE SYSTEM DESIGN REQUIREMENTS A. General: 1. The overall, expected plant process includes equipment or processes that may influence membrane unit design. Conventional primary sedimentation or other primary treatment technology will not be provided. Raw influent is routed to the headworks, where it is directed to a fine screen and a Parshall flume. The screened flow will initially be sent to a splitter box with provisions that can distribute the flow to four anoxic basins: 2 anoxic basins to be constructed for this Project and an additional 2 anoxic basins to be constructed in the future. An overflow exists at this juncture to redirect excessive flows to an equalization storage tank /emergency storage. Downstream of the splitter box, the flow will be split between two trains based on influent flow rate and availability of online equipment. Each of the two trains will include apre-anoxic basin, an aeration basin with baffles and tapered aeration, apost-anoxic basin, and a membrane tank. Permeate drawn from the membranes will be directed to an ultraviolet light disinfection system and then to the effluent reuse field. Mixed liquor will be pumped from the downstream end of the aeration basin to the splitter box upstream of the pre-anoxic tanks. RAS will be taken from the membrane tanks and returned to the aeration basins downstream of the pre- anoxictanks. This configuration addresses the potential problem of significant carryover of residual dissolved oxygen (DO) from the membrane tanks to the pre-anoxic cell due to the large amount of scouring air typically used in the membrane tanks. The excess oxygen would reduce the system denitrification capacity by allowing oxidation of the readily degradable fraction of the incoming organics using oxygen instead of nitrate. This process configuration will be re-evaluated and further optimized after selection of the MEC. 2. Anoxic denitrification will be provided in the design for process optimization, specifically, to reduce TN, overall aeration requirements, and recover alkalinity. An alternate configuration utilizing cyclic aeration and different tankage can be considered. 3. Membrane Flux: The MEC shall submit successful historical data to support the designed net membrane design flux under similar operating conditions including sludge age, tank sizing, recycle flows, and MLSS concentrations. a. The data shall be normalized for standard temperature conditions using factors supported by and presented with historical data. b. The data shall be presented to clearly show the capabilities of the membrane at peak flows, including peak durations and temperatures. c. Transmembrane pressure shall not exceed 8 psi. MEMBRANE BIOREACTOR EQUIPMENT 113000-11 135-12562-09001 4. The MBR system shall be designed to achieve net capacity that meets or exceeds the flow conditions presented in Table 1. The continuous or intermittent use of coagulant chemicals to achieve the required net filtrate production is not acceptable. 5. Membrane tanks shall not be located within an enclosed space to avoid classification as a NEMA Class 1 Division 1 space, with the exception of electrical components mounted per paragraph 2.5 F. B. Membrane Cleaning: 1. The MBR System shall incorporate membrane cleaning into the operation of the system to preserve the integrity of the membranes and to minimize the reduction of net capacity. Membrane cleaning cycles shall be optimized to maximize the effective recovery of the system, minimize permanent reduction of net flux, and to reduce operational costs. 2. All automated and manual membrane unit cleaning shall be in-situ. 3. Membrane units shall be physically separated from the main aeration tank if isolation of the membranes is required during in-situ chemical cleaning (i.e., membrane tank taken off line during cleaning). 4. No spare membrane tank shall be required to address downtimes associated with cleaning or other maintenance work, which will be scheduled outside of peak flow conditions, based onchanges intrans-membrane pressure. C. Flow Equalization: Flow equalization will be provided to minimize peak flows sent to the MBR System, but is not included in the scope of the MBR System provided by the MEC. Flow equalization shall equalize flows such that the maximum effluent production will not exceed the peak daily flow, except due to normal flow control variations. D. Design SRT: The design SRT shall be greater than 20 days to provide full nitrification and denitrification during both warm and cold weather conditions. The MEC is responsible for determining the design SRT and process configuration for bidding. The Engineer will finalize the SRT during design. E. Access: The membrane units shall be designed with the flexibility to remove a single membrane unit from a membrane tank without affecting the operation of the remaining membrane units in that tank. F. Reliability and Redundancy: 1. For Phase 1, a single treatment train shall be capable of addressing the equalized flow as described in Paragraph 2.4 C. A second treatment train shall also be constructed to serve as a redundant train in the event of a duty train failure, for a total of two trains. Either train can serve as the duty train. In the event of a duty train failure, the redundant train shall be capable of addressing the same equalized flow as the duty train. 2. For Phase 2, both trains will serve as duty trains and emergency storage shall be constructed by others to serve as the redundant strategy. 3. See Paragraph 2.12 regarding Instrumentation and Controls for reliability and redundancy. MEMBRANE BIOREACTOR EQUIPMENT 113000-12 135-12562-09001 2.5 MEMBRANE TANK COMPONENTS A. Membranes: 1. Hollow-fiber, tubular, or flat plate having nominal pore size of 0.4 microns or less. 2. Membranes shall be constructed of materials capable of withstanding the MEC's required cleaning chemicals including, but not limited to, hypochlorite, citric acid, and sodium hydroxide. 3. Pressure: The maximum positive and negative operating pressures of the membrane shall be established by the MEC. 4. Membranes shall be California Title 22 certified. B. Membrane Unit: 1. Membrane unit shall include all components required to assemble membranes. Membrane units shall be arranged in a supporting structure that includes appropriate isolation valuing to facilitate easy removal of a unit while the train is in operation without the need to drain the entire membrane tank. 2. All metal components of the membrane unit shall be manufactured with Type 304E stainless steel. 3. All non-metal components of the membrane unit shall be manufactured with corrosion resistant materials equal to the chemical resistance of the membranes. 4. Membrane unit shall include lifting connections and all isolation disconnects required to remove single units from the membrane tank without the requirement of draining of membrane tank. C. Membrane Support Structure 1. Membrane support structure shall be provided complete with all necessary components, accessories, and appurtenances required to make a complete and operable system, including but not limited to all hardware, valves, support frame, and interconnecting piping within the membrane basin 2. Membrane unit structural components shall be manufactured with Type 304E stainless steel. 3. Lifting Eyes: Provide lifting eyes for each modular frame. Lifting eyes shall be constructed of 304E stainless steel and be capable of supporting the entire wet weight of the membranes and support structure. D. Membrane Tanks 1. Concrete membrane tanks and coatings, if required, will be supplied by others. 2. Any above-grade structures or support systems to house or mount the membranes, if required, will be provided by the MEC. 3. Above grade steel tanks shall be manufactured with 304E stainless steel. 4. Minimum Number of membrane trains: Membrane units shall be installed in a minimum of two membrane trains accommodating the capacity requirement of Phase 1 in a single train. The second train will be provided for redundancy in Phase 1 and as a fully operational train in Phase 2. E. Membrane Unit Manifold MEMBRANE BIOREACTOR EQUIPMENT 113000-13 135-12562-09001 1. Membrane units residing within the same tank shall include a manifold of all mechanical components for the permeate system, and a second manifold of all mechanical components for the air scour system. 2. All metal components used for the membrane unit manifold shall be manufactured with Type 304E stainless steel. 3. All non-metal components of the membrane unit manifold shall be manufactured with corrosion resistant materials equal to the chemical resistance of the membranes. 4. Provide a single point of connection for all mechanical components entering or exiting a membrane unit manifold. 5. Terminal point connections to membrane filtration equipment will be ANSI standard flanges. F. Miscellaneous 1. Anchor Bolts: Anchor bolts shall be type 304 stainless steel and at least ll2 -inch in diameter. 2. Lifting Lugs and Attachments: All equipment items or component assemblies weighting in excess of 100 pounds shall be furnished with lifting lugs and any necessary device to allow lifting by a bridge crane hook. 3. Miscellaneous Fasteners: Bolts, nuts, washers, flange backing rings and other miscellaneous metal components not .specifically addressed elsewhere in these specifications shall be Type 304 stainless steel. 4. Unit Support Frames or Guide Rails: shall be designed to resist gravity and seismic forces of the pressure vessels, piping, and other related equipment supported by the frame. The frame shall be designed in conformance with the latest edition of the IBC and signed by a Registered Professional Engineer currently licensed in the State of Washington. 5. All electrical components mounted to or directly adjacent to the membrane support structure including but not limited to valve actuators, local control panels, and instrumentation shall be rated for use in NEMA Class 1, Division 1 environment. 2.6 FILTRATE PUMPING SYSTEM A. General 1. The MBR System shall include the filtrate pumping system for each membrane bioreactor train, which includes, but is not limited to, piping to withdraw filtrate from the membrane units, air/water separator if required, filtrate pumps, valve, meters, turbidimeters, and all other associated equipment required for a complete and operable system. It is intended that the MEC shall be responsible to furnish items within the footprint of the individual membrane basins. The filtrate withdrawal pipe leading from the membrane basins to the filtrate pumps shall be furnished by the Contractor. If the MEC provides the membrane basin and filtrate pumps on a single skid, then the MEC shall furnish the pipe leading from the membrane basins to the filtrate pumps. 2. Provide one suction header for filtrate collection for each membrane bioreactor train. All membranes within the train shall be connected to the filtrate suction header. 3. Provide one filtrate pumping system per membrane train supplied. 4. Permeate pumps may either be centrifugal or rotary lobe style pumps. B. Centrifugal Filtrate Pumps MEMBRANE BIOREACTOR EQUIPMENT 113000-14 135-12562-09001 1. Design and construct the pumps in accordance with the standards of the Hydraulic Institute. The efficiency of the pumps, when operating under conditions of the specified capacities and head, shall be as near peak efficiency as practicable. 2. The pumps shall be furnished with motors suitable for variable frequency drives (VFDs). Motors shall be designed to deliver no more than the rated horsepower at any condition throughout the full range of pump operating conditions. 3. Provide ANSI standard flanges on the suction and discharge. 4. The back head shall permit removal of the impeller, shaft, and bearings without disturbing piping connections. 5. Seals shall be tandem double mechanical seal 6. Bearings shall have a minimum L-10 rating life of 100,000 hours. 7. Each pump and motor shall be mounted by the Contractor on a common base with a drain pan, drain connection, and grout holes. 8. Acceptable Manufacturers: a. Goulds b. Gorman Rupp c. Or approved equal C. Rotary Lobe Filtrate Pumps 1. The Rotary Lobe Pumps shall be of the positive displacement, rotary lobe type. 2. Casing: a. Side suction and discharge b. Fully confined gasket c. Foot support under casing for maximum resistance to misalignment and distortion from pipe loads 3. The pumps shall be furnished with motors suitable for variable frequency drives (VFDs). Motors shall be designed to deliver no more than the rated horsepower at any condition throughout the full range of pump operating conditions. 4. The pump casing shall be manufactured as a single block. Multiple piece design pump casings held together by screw or bolt connections are not acceptable. 5. Box Cover: Removable end cover allowing for lobe, and mechanical seal cleaning, repair, or replacement without process piping disconnection. 6. Lobes: Helical tri-lobes arrangement. 7. Bearing Frame: a. Heavy cast iron construction b. Contains large oil reservoir c. Oil level maintained by constant level oiler with visible oil supply d. Oil seals on each end and breather protects oil from contamination e. Dowel pins between frame and adapter provide precision alignment 8. Bearings: Inboard bearing is free to float axially in frame a. Outboard bearing is shouldered and locked on shaft with locknut and washer, and locked in bearing housing to carry radial and any unbalanced axial thrust load. b. All bearing fits are precision machined (bored and ground). c. Inboard bearing is single row, deep groove. MEMBRANE BIOREACTOR EQUIPMENT 113000-15 135-12562-09001 d. Outboard bearing is double row, deep groove angular contact. e. Single row bearings may be used for inboard and outboard locations if the bearings are designed for radial and thrust loads and are interchangeable. f. Bearing life to be designed for L-10 bearing life rating of 100,000 hours at design conditions. 9. Mechanical Seal: a. The pumps shall be fitted with maintenance free mechanical seals with hardened Duronit V seal faces. The seals shall be operating in a common oil-filled intermediate chamber (Quench for lubrication and cooling). Purge systems for the seals are not acceptable. The rotating holding bush shall be locked in a fixed radial position by a keyway that also holds the rotor in place. Seal designs that open during rotor replacement are not acceptable. The threaded connection of the holding bush to the shaft shall allow infinite alignment changes to the preload of the mechanical seal. No sleeves shall be necessary for the mechanical seal set yup. Design of the pump shall allow removal and replacement of the seal via the front cover. 10. Flexible connections shall be provided at the pump suction and discharge using expansion joints. Use materials suitable for wastewater. 11. Acceptable Manufacturers: a. Boerger b. Lobeline c. Viking d. Vogelsang e. Or approved equal 2.7 RETURN ACTIVATED SLUDGE (RAS) /FEED FORWARD PUMPS /MIXED LIQUOR RECYCLE PUMPS A. General 1. The determination of whether the system configuration will implement RAS pumps or Feed Forward pumps will be determined by the Engineer in conjunction with the Scope of Work for Design Services. 2. The MBR System does not include the RAS /Feed Forward pumping system. The MEC shall determine the flow requirements of the RAS /Feed Forward pumping system for Phases 1 through 4, which shall be designed by the Engineer. If other control equipment, such as motorized valves, are required in the MEC's design to control the flow of sludge and mixed liquor, they shall be included as part of the MBR System and provided by the MEC. 3. The MEC shall coordinate the required piping connections to each process tank to accommodate the selected configuration. The Contractor shall provide the suction pipes, pumping system, discharge pipes, valves, meters, and all other associated equipment required for a complete and operable system. The MEC shall specify any instrumentation requirements for the RAS I Feed Forward /Mixed Liquor Recycle system to be fully compatible with the control system provided by the MEC. If the membrane tank is MEMBRANE BIOREACTOR EQUIPMENT 113000-16 135-12562-09001 beneath the ground surface, the MEC shall include provisions for the Contractor to install a sluice gate to cut off flow to the sludge withdrawal pipe. 2.8 BACKWASH PUMPING SYSTEM A. Supply reversible pumps for permeate and backwash production or separate backwash pumping system, as required, to provide a complete operating MBR system. It shall be designed to backwash the membranes using filtrate if necessary for the proper operation of the MBR system. The backwash system shall allow backwashing with or without the use of cleaning chemicals. B. Backwash system shall consist of all tanks, pumps, piping, and appurtenances to supply a complete backwash system. C. The backwash pumps shall be sized for a reverse flux suitable of cleaning the membrane pores. Each pump shall be driven by a VFD. D. The backwash pumps shall meet the same specifications for Filtrate Pumps described herein. 2.9 SCOUR AND BIOLOGICAL TREATMENT AIR SYSTEM A. The MEC shall provide a membrane aeration system and biological treatment aeration system for each treatment train which shall include as needed, but is not limited to, air blowers, air diffusers, control panels, VFDs, valves, air piping, pressure gauges, discharge pressure safety valves, flow transmitters, low flow switches, high pressure switches; alarms, and acoustical enclosures to form complete functional systems. B. The MEC shall determine the performance and design requirements for the scour air system. For bidding, the MEC shall determine the performance and design requirements for the biological treatment air system. This includes the requirements for the blowers, diffusers, and distribution piping and fittings. C. Provide one (1) scour air blower per train with a standby to service either of the two trains provided. Provide one (1) treatment air blower per train with a standby to service either of the two trains provided. If scour air blowers are arranged such that the blowers discharge to a common header to serve all trains, provide one (1) standby blower of the largest duty unit. D. Positive Displacement Blowers: 1. The blowers shall be positive displacement, rotary tri-lobe, designed for air or other inert gas service. 2. Motors shall be inverter duty rated motor. The motor shall be NEMA B design with Class F insulation or better. The motor nominal horsepower rating after any corrections for ambient conditions shall be 5% above the maximum operating BHP. The motor shall have a 1.15 service factor. The motor shall be able to start under the starting conditions required. 3. The MEC shall assume the following in the blower design: MEMBRANE BIOREACTOR EQUIPMENT 113000-17 135-12562-09001 a. The blowers provided during Phases 1 and 2 shall be able to service either of the two treatment trains constructed in this Project. b. Ambient Relative Humidity (%): 90% c. With the sound attenuation enclosure, the maximum sound level of the blower shall not exceed 80 dBA at 3 feet if the blowers are located outdoors. 4. Regardless of theoretical bearing life calculations, the bearings shall be sized such that blower overhauls are not more frequent than every 5 years when the blower is running continuously at the maximum design load. The timing gears and the bearings shall be splash lubricated. Grease lubrication shall be not acceptable. 5. Inlet Filter Silencer: Each blower shall be supplied with one combination inlet filter silencer. The filter media must have an efficiency of 90% by weight per ASHRE 52-76 with synthetic dust equivalent to separation greater than 95% @ 5 microns. The inlet filter silencer shall be suitable for indoor installation and mounted directly to the inlet flange of the blower. Filter element shall be washable by maintenance personnel as a preventative maintenance procedure. Silencer shall be located upstream of the inlet filter. Filter and silencer performance losses shall be included by the blower vendor in the blower performance calculation. 6. Silencers a. Inlet silencer: Each blower shall be supplied with one inlet silencer. The inlet silencer shall be a combination chamber and absorptive design for maximum sound attenuation. Absorption materials shall be located upstream of the inlet filter. Inlet silencer performance losses shall be included by the blower vendor in the blower performance calculation. b. Discharge silencer: Each blower shall be supplied with one combination base frame discharge silencer. The silencer shall be a chamber type design for maximum sound attenuation and shall not use fibrous materials or any absorption materials or internal diffusers. The silencer shall be fabricated from painted galvanized steel with continuous welds. The silencer must be subj ect to a pressure test for tightness and strength at a minimum of 1.65 times the pressure setting of the pressure relief valve. The temperature rating shall be 300°F. The design of the silencer must accommodate being bolted directly to the blower discharge flange with no intermediary pieces as well as to assure that there will be no pipe beating noise or pipe harmonics whether one blower or multiple blowers are running. Discharge silencer performance losses shall be included by the blower vendor in the blower performance calculation. The discharge silencer shall be designed to reduce the noise emitted by the piping leaving the blower package to 85dB(A), over the entire range of operation, based on stainless steel, schedule lOS piping of a diameter equal to the blower package nominal connection size. A grounding lug fully welded to the base shall be supplied by the blower manufacturer. 7. Flexible Joint: Each blower package shall have a flexible connector located at the inlet and the discharge of the package. The flexible connectors shall be provided on the discharge pipe of the blower package. Flexible connector shall have standard ANSIIAWWA 1251150 lbs. flanges and shall be design to prevent the transmission of noise and vibrations from the blower package into the conveyance piping. The material used shall be reinforced silicone rubber. The flexible coupling shall also serve as an expansion joint and shall be suitable for the maximum operating temperature and pressure ratings of the equipment in the air stream. The flexible j oint shall have a design service life of not less than 20 years. MEMBRANE BIOREACTOR EQUIPMENT 113000-18 135-12562-09001 8. Pressure relief valve: Each blower shall be supplied with a single pressure relief valve on the discharge side of the blower mounted after the discharge silencer and before the check valve. The valve shall be set to protect the blower from exceeding its maximum pressure rating. The valve shall have a cast Aluminum body with brass internals. The single valve shall be sized to pass 100% of the design flow with an accumulation pressure not to exceed the maximum pressure rating of the blower. The valve shall be field adjustable, spring loaded, and have a proportional operating characteristic with respect to the pressure set point. The pressure relief valve shall also be housed by the sound enclosure and shall relieve into a segmented section of the sound enclosure. 9. Check valve: Each blower shall be supplied with one check valve that shall be installed on the discharge line. The check valve shall be of the full bore low pressure drop, flapper type design with a cast aluminum body, valve plates of aluminum bronze or other anti- corrosion material and a EPDM flat full-contact seal. The valve shall be removable without disturbing the piping. Check valve performance losses shall be included by the blower vendor in the blower performance calculation and shall be factory assembled. 10. Each blower shall be supplied with a unit control panel in a NEMA 12 enclosure. Each blower package and unit control panel shall be integrated and prewired with switches and indicators to provide the functions and features listed below. Alternatively the same functions and features can be provided with transmitters, sensors and controllers such as the ASG200 controller as supplied by Aerzen, or equal. Electrical power to the unit control panels will be 120 VAC. a. Single dry contact for alarm and shut down signal b. Motor High temperature alarm and shut down c. Excessive Vibration alarm and shut down d. High discharge pressure alarm and shut down e. High discharge temperature alarm and shut down f. Low inlet pressure alarm and shut down g. Display operating hours h. Local emergency stop and reset button switches 11. Each blower shall receive its initial oil filling at the factory. Oil requirements shall be such that the oil shall be available from a local source. 12. Acceptable manufacturers: a. Roots b. Aerzen c. Or approved equal. E. Sound Enclosure 1. The sound enclosure shall not interfere with accessing accessories of the blower package and shall not require disassembly of the piping or the use of tools. Operator shall not be required to reach over any component of the blower package to perform oil filling and draining. 2. Each blower shall be supplied with a sound enclosure covering the entire blower package including the blower, drive motor, inlet silencer, and discharge silencer. The sound enclosure must be designed for easy inspection and maintenance of all blower package components. 3. Panels shall be made of galvanized steel sheet, internally and externally powder coated in a light reflecting, light gray color per RAL 7032. The skid shall be dark blue or dark MEMBRANE BIOREACTOR EQUIPMENT 113000-19 135-12562-09001 gray. Sound enclosure acoustic material -as a minimum- shall comply with UL 94 - HF 1 for fire-retardant, self extinguishing, non-dripping materials. Materials with a lesser rating are not acceptable. If used, non-flammable packing materials such as compressed mineral fibers are only acceptable if lined with appropriate retaining mat and supported by galvanized perforated sheet or expanded metal. 4. The enclosure and the blower package must be both mounted on a skid /oil-drip pan designed for meeting environment protection standards and for easy transportation and installation. 5. A grounding strap shall be installed between the blower base and the package skid to bypass any vibration isolating mounts. 6. Quick release panels, each less than 50 lb (as mandated by MSHA) must provide easy and quick access for routine maintenance of the blower and the package components. Should the panels be heavier than 50 pounds, hinged doors must be supplied, with an appropriate frame, reinforcements, and supporting elements. 7. Ashaft-mounted cooling fan for sufficient heat removal from the sound enclosure shall be provided. Motor driven ventilation fans will be permitted as long as the blower manufacturer provides a factory installed and prewired system that includes the fan motor, motor starter, wiring and NEMA 12 unit control panel; this unit control panel can be incorporated with the unit control panel described under paragraph 2.9 D of this specification section. Fan shall operate on power supplied from the unit control panel. The fan unit control panel shall only allow the main blower motor to run after ventilation fan operation is confirmed. Cooling fan shall be sized for sufficient heat removal from the sound enclosure. 8. Electrical components, instrumentation and instrument connections shall not be mounted or interface with moving panels of the sound enclosure. F. Air Diffusers 1. General: a. The air diffusion system shall include PVC distribution headers, diffusers, supports and all joints, gaskets, anchor bolts, and appurtenances, as necessary for a complete air diffusion system. b. Retrievable diffuser systems are acceptable. c. All diffuser equipment beyond the point of designated responsibility shall be the product of one manufacturer. d. Supply products that are units of the manufacturer's standard production and specially fabricated for this project. e. The manufacturer shall supply a complete fine bubble diffuser system for the biological air treatment system, and if necessary, a complete diffuser system for the scour air system, ready for installation by the Contractor. Field modification of headers or field drilling or threading of headers shall only be performed with the approval of the manufacturer. 2. Detailed requirements for all diffusers shall be determined by the MEC. G. Air Distribution Piping and Fittings 1. General: MEMBRANE BIOREACTOR EQUIPMENT 113000-20 135-12562-09001 a. PVC air header piping shall be 8-inch diameter or smaller, Schedule 80, conforming to ASTM D 1785: 1) Pipe and Fittings: Extruded from Type 1, Grade 1, Class 12454-B material in accordance with ASTM D 1784. 2) Fittings: Supplied by pipe manufacturer. 3) Solvent Cement: In accordance with ASTM D 2564. b. Polyethylene piping shall be 1-inch in diameter and meet the requirements of ASTM D 1248, Type III, Class C, Category 5 Grade P34; or ISO S8,3/SDR 17.6. c. All polyethylene shall be provided in continuous lengths. No field welding shall be allowed. d. Provide compression fittings to connect tubing to diffuser and air header piping. 2. Transition Couplings: Provide Type 304 stainless steel 7-1/2-inch wide universal clamp coupling for connecting stainless steel drop pipes to the PVC air header piping. 3. Design: a. Piping shall be sized to minimize headloss at the design air rate. b. All feed assemblies shall be fabricated for field installation using standard components and couplings. Where couplings are used, a method of restraint shall be provided to prevent pipe movement and blowouts. c. Each distribution pipe shall be supplied with a removable end cap or plug to allow purging of the air conveyance and distribution piping. d. Feed lines shall be easily connected and disconnected to allow purging of debris after installation but before operation. e. Piping assemblies shall be designed to withstand expansion and contraction from the specified field operating conditions. Manufacturer shall provide expansion and contraction joints where necessary. 4. Piping Supports: a. For the pipe supports straps and all non-welded metal parts of the support system use Type 316E or 316 T1 stainless steel conforming with ASTM A 167. b. For concrete tanks, attach supports to the tank floor using epoxy type concrete anchors designed for embedment in 3,000 psi concrete. Space supports at 5 feet (maximum) center to center. Size anchors for pull-out strength against calculated buoyant forces, based on a design safety factor of 5 or more. c. Design piping and supports to prevent sliding or overturning. Provide brackets and anchors of ductile material so as to be capable of absorbing energy and continuing to carry load. 5. Fasteners and Hardware: a. All nuts, bolts, washers, and other fasteners shall be 316 or 316 Tl stainless steel. 6. Accessories and Appurtenances: a. All items necessary for a complete installation of the scour air system and biological treatment aeration system including pipe and pipe supports shall be furnished by the MEC. MEMBRANE BIOREACTOR EQUIPMENT 113000-21 135-12562-09001 2.10 CHEMICAL CLEANING SYSTEM A. MEC shall supply all pumps, valves, control elements, required to perform chemical cleanings including switching from normal operation to cleaning operation and vice versa. B. All piping, valves, and wetted equipment components shall be constructed of materials compatible with the chemical application which the equipment is being supplied for, at the MEC's recommended concentration range. C. MEC shall be responsible for sizing all components of chemical cleaning systems to satisfy the flow and head requirements of their system. D. One chemical system is to be provided by the MEC for each of the feeding membrane cleaning chemicals to the membrane system as required to maintain proper membrane performance. 1. One system shall be designed to feed sodium hypochlorite solution to the membrane bioreactors 2. The second system shall be designed to feed citric acid solution to the membrane bioreactors. 3. Each chemical cleaning system shall include the following: a. Minimum two diaphragm or peristaltic chemical feed pumps, or eductors b. Provisions for addressing pump binding due to off gassing of sodium hypochlorite c. Calibration columns d. Pulsation Dampeners (if required) e. Pressure gauges f. All piping and valuing to provide a complete system capable of being isolated to remove pumps or ancillary components without taking the whole chemical cleaning system offline. Piping shall be schedule 80 PVC. g. Coordinate design with Engineer to provide proper containment. If no containment area is provided, double-walled containment pipe will be required. 2.11 AIR COMPRESSORS A. Provide a minimum of two air compressors (one duty plus one installed standby) if required. 1. Reciprocating or rotary screw air compressor, single-stage or two-stage, with dedicated dryer, inlet air filter/silencer, flexible connections, control valves, automatic drip trap, local control panel and other components to make a complete system for the instrument air demands for pneumatic control valves and instruments. 2. The MEC shall furnish the air compressors, receivers, filters, dryers, control valves, instruments, local control panel, and appurtenances for installation by the Contractor. 2.12 INSTRUMENTATION AND CONTROLS A. Instrumentation shall be provided as part of the MBR System as specified in Division 40 and as indicated on the Drawings. MEMBRANE BIOREACTOR EQUIPMENT 113000-22 135-12562-09001 B. A requirement for the Port Hadlock WRF is the reliability and redundancy associated with producing reclaimed water and having no discharge option for partially treated water should any part of the treatment process fail. Phase 1 of the Project includes a fully redundant train that can service the plant design flow should one train need to be taken out of service. Subsequent phases use emergency storage to contain excess flow in the event a treatment train is taken out of service. C. The definition of what would trigger the need to take a train out of service will be determined during the design phase as described in the Scope of Work for Design Services. D. For Phase 1, the following considerations for the failover strategy should be addressed in the design of the MBR System: 1. Start-up flows may require that only a single train will be operational while the other train remains dry. a. Across connection such that flow from an aeration tank can be distributed to either membrane tank will allow the existing biology to be maintained should a membrane tank need to be taken out of service. Automated valves are to be provided to accomplish this in response to a signal that a membrane tank is shut down automatically. A manual shut down of the membrane tank should not trigger this response. b. Provisions for all membrane tanks to be in service with one biological train to maintain the serviceability of installed membranes is allowable. c. One duty and one standby feed forward pump shall be provided by the Contractor for each train. d. A standby aeration blower should be provided to automatically service either aeration tank in the event of equipment failure. Automatic valves should be used to isolate the failed equipment and route the liquid and air stream accordingly to the standby equipment. e. It is assumed that the redundancy of equipment for the aeration tank should preclude the need to take the entire aeration tank out of service in response to an emergency. Maintenance that requires the aeration tank to be drained can be performed as a scheduled shutdown. Tank drainage can be accomplished by providing a discharge route from the feed forward pumps to the standby aeration tank or draining the contents to the yard pump station for distribution to the standby aeration tank. f. A shelf spare mixer or an installed standby should be provided for the anoxic basins that can be readily installed if the duty mixer fails. g. A failed dissolved oxygen probe should not initiate a train failure. Upon failure of a dissolved oxygen probe, the aeration blowers should move to a time based cyclic aeration schedule based on recent operating conditions in response to diurnal patterns. 2. When the flow increases such that both trains can be run simultaneously, afailed train should be taken out of service by shutting down the feed forward and permeate pumps servicing that train. a. Enough freeboard should be provided in the process tanks to allow the flow to back up in the failed train to the anoxic tank and reroute all flow to the operating train. MEMBRANE BIOREACTOR EQUIPMENT 113000-23 135-12562-09001 E. For Phase 2, the failover strategy is similar to the Phase 1 strategy when both trains are running simultaneously with the added considerations. 1. when the flow increases such that it exceeds the capacity of the operating trains, the water level in the anoxic tanks shall overtop a weir that controls flow to emergency storage. When flows subside, the contents of the emergency storage are returned to the process stream for treatment. 2.13 SPARE PARTS A. Furnish one complete set of manufacturer's recommended spare parts for each piece of equipment provided by the MEC. B. Furnish a list of spare parts recommended by the MEC for Phase 2. Adequate spare parts must be provided such that plant operators can replace or repair any malfunctioning equipment that causes a train failure such that the failed train can be restarted within three days. See Instructions to Bidders for the reliability and redundancy requirements for Phases 2 through 4. 2.14 PAINTING A. Compatible with Division 09 Section "High-Performance Coatings." PART 3 -EXECUTION 3.1 DELIVERY A. The MEC, Contractor, Engineer, and County shall inspect all equipment immediately upon delivery to site. 1. If damaged, notify Engineer and MEC immediately. B. The MEC shall pay all freight charges and shall file all claims and bears all responsibility for the equipment, material, and products from the point of origin to the site. All prices shall be F.O.B to the site. Prices for pro-rata warranty replacements and non-warranty replacements shall be FCA from the MEC's membrane production facility. C. Spare parts and special tools shall be properly marked to identify the associated equipment by name and part number. Parts shall be packaged in a manner for protection against damage from the elements during shipping, handling, and storage. Spare parts and special tools shall be shipped in appropriately sized, hinged-covered, wood or metal boxes. The boxes shall be marked to indicate the contents and use. The special tools shall be delivered at the same time the associated equipment is delivered. D. The Contractor shall unload the equipment and materials at the point of delivery based on written handling and storing instructions to be furnished by the MEC. E. Contractor shall not install damaged equipment until repairs are made in accordance with MEC's written instructions approved by the Engineer. MEMBRANE BIOREACTOR EQUIPMENT 113000-24 135-12562-09001 1. Only minor repair work shall be permitted in the field, as approved by the Engineer. 2. All other damaged items shall be sent to factory for repair or replacement. F. The Contractor is responsible for properly storing all equipment provided by the MEC per the MEC's storage instructions. G. The Contractor shall complete the installation in accordance with the MEC's instructions and recommendations. 3.2 INSTALLATION A. MEC shall furnish complete installation instructions and recommendations to the County and the Contractor. B. The Contractor will install the equipment in accordance with the MEC's written instructions and recommendations. C. Installation Services: 1. The MEC shall provide services for installation assistance of the supplied equipment. At a minimum, the services include two site visits for a period of 4 working field days each. Installation services shall be performed by a trained factory representative, and shall include inspection and testing supervision during placement and installation of the membrane units. 2. MEC shall inspect that structures, pipes, and equipment are compatible. The MEC shall give written notice to the Contractor of any adjustments required to place the system in proper operating condition. 3. Prior to startup and testing, the MEC shall provide the County with written certification that the supplied equipment has been properly installed, lubricated, and maintained after delivery to the site; is accurate in alignment; is free from undue stress from connecting pipe and anchoring; protective devices and alarms have been installed; and the system has operated satisfactorily under full load conditions, satisfying the proper installation requirements of the warranty described in Paragraph 1.8. 4. The MEC shall provide manufacturer's certificates in accordance with Division O1 Section "Submittals" for major equipment furnished as part of the MBR SYSTEM including but not limited to: a. Filtrate Pumps b. Backwash Pumps c. Air Scour Blowers d. Aeration Blowers e. Chemical Feed Pumps f. Membrane PLC System g. Membrane units and MBR System D. System Integration: 1. The MEC shall provide a trained factory representative (as specified in Division 40) to provide all membrane unit control system and VFD programming. The MEC shall coordinate the programming with the Contractor's Instrumentation Supplier to ensure MEMBRANE BIOREACTOR EQUIPMENT 113000-25 135-12562-09001 smooth transfer of information between the plant SCADA system and the membrane PLC in accordance with the Contract Documents. 2. This service shall include two site visits for a period of four calendar days each. Two sites visits are expected for the membrane unit(s) and two sites visits are expected for the VFD(s) provided under this Contract. 3. Following successful start-up and commissioning of the control system, the MEC shall provide written documentation of membrane unit integration with the Port Hadlock WRF control system. 3.3 START-UP AND TESTING A. General: 1. Work shall be performed in conjunction with the provisions of Division Ol Section "System Startup, Testing, and Training." 2. The MEC shall provide services for Functional Testing, Clean Water Testing, and Start- up assistance for the supplied equipment. At a minimum, the services shall include 2 site visits for a period of 4 working field days. Services shall be performed by a trained factory representative, and shall include supervising and documenting compliance of all start-up procedures outlined in the MEC's 0&M manual as well as documenting any adjustments made during the start-up period. Representatives from the MEC shall be scheduled by the Contractor with minimum two weeks notice. 3. The MEC shall assist the Contractor in the testing of the MBR System. Deficiencies in portions of the Work that affect the performance of the testing and is outside of the MBR System shall be corrected by the Contractor prior to testing. All testing shall be conducted by the Contractor under the direction of the representatives from the MEC. The Engineer and the County's operation and maintenance staff shall also assist in testing under the direction of the MEC. Any labor required for the testing that is above normal plant operating requirements shall be provided by the Contractor and paid for separately by the MEC. B. Functional Testing 1. Prepare equipment so it will operate properly and safely and be ready to demonstrate functional integrity during Performance Testing. 2. Procedures include but are not limited to the following: a. Power, control, and monitoring circuits for continuity prior to connection to power source b. Voltage of all circuits c. Phase sequence d. Cleanliness of connecting piping systems e. Alignment of connected machinery f. Vacuum and pressure of all closed systems g. Lubrication h. Valve orientation and position status for manual operating mode i. Tankage for integrity using clean water j. Pumping equipment using clean water k. Instrumentation and control signal generation, transmission, reception, and response; individual instrumentation loops MEMBRANE BIOREACTOR EQUIPMENT 113000-26 135-12562-09001 1. Tagging and identification systems m. All equipment: Proper connections, alignment, calibration, and adjustment. 3. Calibrate all safety equipment 4. Manually rotate or move moving parts to assure freedom of movement 5. "Bump" start electric motors to verify proper rotation 6. Perform other tests, checks, and activities required to make the equipment ready for Performance Testing.; 7. Prepare a log showing each equipment item subject to start-up procedures and listing what is to be accomplished during Start-up and Testing. Provide a place for the MEC to record date and person accomplishing required work. Submit completed document before requesting inspection for Substantial Completion certification. C. Clean Water Testing 1. After successful functional testing, the clean water testing of the MBR System will be conducted in conjunction with the clean water testing of the influent pump station, fine screens, anoxic basin, aeration basin, membrane basin, mechanical building, UV disinfection and associated facilities. The clean water testing shall be conducted in accordance with the requirements of the Contractor's construction contract. The MEC will assist the Contractor with the operation of the MBR System during clean water testing. a. Both trains installed in Phase 1 will be operated with clean water and will be completed upon successful operation without interruption for 8 consecutive calendar days. b. Clean water testing shall be scheduled to occur for all membrane basins after submittal and acceptance of 0&M Manuals, satisfactory completion of operator training, and functional testing for all equipment .,and systems, and prior to introduction of wastewater to the membrane basins. c. The clean water test shall incorporate continued operator training as the MEC representatives bring the MBR System into service in preparation for treating wastewater. 2. The following shall be tested: a. Pumps b. Blowers -both scour air blowers and biological treatment blowers c. Level sensors d. Flow meters e. Pressure gauges f. Automatic failover of treatment trains D. Start-up 1. After clean water testing, the MEC will assist the Contractor with the startup of the MBR System in conjunction with the start-up of the influent pump station, headworks screens, anoxic basin, aeration basin, membrane basin, disinfection system, and all associated facilities with wastewater. 2. Seeding: The Contractor shall be responsible for the transportation and delivery for any return activated sludge required for proper startup of the biological treatment system. MEMBRANE BIOREACTOR EQUIPMENT 113000-27 135-12562-09001 3. Bring mixed liquor concentration to 8,000 mglL with inflow. 4. Monitor MBR filtrate to ensure compliance with performance requirements. Monitor effluent to ensure compliance with permit requirements. Any filtrate that is not in compliance will be returned to the yard pump station for re-treatment. 5. The start-up activities shall incorporate continued operator training as the MEC representatives operate the MBR System to treat wastewater. E. Performance Testing 1. The MEC shall assist in organizing, conducting, supervising, and documenting the performance test of the supplied equipment. The purpose of performance testing is to demonstrate that the equipment and system provided by the MEC is in compliance with the service conditions specified herein, and that it meets the operating conditions stated by the MEC in the Scope of Work for Design Services. At a minimum, the MEC's services shall include 2 site visits for a period of 4 working field days. The performance test will also determine whether the equipment is in compliance with the instrumentation and controls requirements set forth in Division 40. 2. Performance testing shall commence within d0 days after successful Start-up and completion of training at a mutually agreed upon time among the MEC, the County, and the Contractor. If warranted performance is not obtained, then the MEC is to be notified within ten (10) days. The MEC shall have the right, and if requested by the customer, the obligation, to visit the installation to determine the cause of such failure. It is a condition of the warranty that the customer will, at its expense, cooperate with the MEC in making further tests and make available necessary personnel, feed and operating conditions to enable the MEC to conduct such tests. 3. Performance testing shall be used to simulate wastewater treatment prior to the release of actual effluent to the reuse field. Successful performance testing shall be required prior to the release of any treated wastewater effluent to the reuse field. Performance testing of individual treatment trains in series is permissible, but will double the time required to complete performance testing. 4. Because of the unknown conditions for influent flow available at the time Performance Testing would be scheduled, the details of the Performance Testing described below may be modified in conjunction with the Engineerduring the design of the facility and at the time of testing. See paragraph 2.3 A for the estimated initial flow. The details described herein demonstrate the testing goals required for Performance Testing, including but not limited to, design hydraulic loading, cleaning cycles, and failover provisions. 5. Performance testing shall extend over a period of 30 consecutive days, and shall take place in accordance with the following operating requirements: a. The MEC's representative, as identified in the Proposal, shall be present on site for the agreed upon days from 8 a.m. to 5 p.m. on weekdays, and shall be directly available via cellular phone at any other time during the performance test. The MEC's representative shall take daily field notes and collect daily test data when on site and instruct the Contractor on how to properly collect data when not on site. b. The performance testing shall be conducted to simulate the Phase 2 flow conditions specified in Paragraph 2.3 and to demonstrate compliance with the performance requirements specified herein with operation of all membrane basins or one membrane basin if influent flow is inadequate. c. The membrane basins shall be operated with the appropriate membrane cleaning cycles to demonstrate the system's ability to produce the required net filtrate MEMBRANE BIOREACTOR EQUIPMENT 113000-28 135-12562-09001 production. Membrane cleaning durations and frequency shall not exceed the limitations specified herein. d. Upon completion of the performance test, the MEC's representative shall submit a written report detailing the results of the test, including a copy of all field notes and test data. e. If the performance test was interrupted for more than six consecutive hours at the request of the MEC's representative due to the MEC's faults, the test shall start again from the beginning at the sole cost of the MEC. If the interruption was not within the MEC's responsibility, such as utility supplier failure and no wastewater supply, additional time may be required to recover the system performance status and restart the performance test. In this case, the MEC will be compensated by the County for the cost and expenses of the MEC's representative on site. 6. The net specific flux that is measured during the performance test shall be converted to the net specific flux normalized to 20°C using the following equation: J20 = J~ X 2 [-0.032x~T-20~] Where J20 = normalized flux at 20°C (gpd / sf) JT = actual flux at temperature T (gpd / sf) T = water temperature (°C) 7. The corresponding transmembrane pressure for each measurement of net specific flux shall be recorded. 8. Performance testing for the following conditions shall be conducted for one membrane train: a. Max Month flow for 14 days b. Peak Day flow for 24 hours c. Execute Cleaning Cycles: Maintenance Clean and Backpulse d. Peak Day flow for 24 hours e. Max Month flow for 7 days f. Execute Recovery Clean g. Max Month flow for 7 days 9. Successful conclusion of each test shall be achieved when the system is able to operate continuously without failure, shutdown, or other interruption while meeting all filtrate production and performance requirements. 10. When a failure, shutdown, or interruption occurs, the test shall be terminated and the MEC or Contractor shall take corrective actions depending on the cause of the failure. 11. Engineer reserves the right to direct resumption of the test from the point of failure, shutdown, or interruption, or to restart the test with no credit given for the operating time achieved before the test was terminated. If the failure, shutdown, or interruption is not within the MEC's responsibility, the County will compensate the MEC for the additional cost and expenses of the MEC's representative on site caused by the failure, shutdown, or interruption. 12. The date of Substantial completion shall be established upon successful completion of all Performance Testing for one membrane train and the successful completion of Start-Up for all trains. MEMBRANE BIOREACTOR EQUIPMENT 113000-29 13 5-12562-09001 13. Within 14 days following completion of each performance test, the MEC shall submit a written report summarizing the test and all data and results as specified in Paragraph 1.9. 3.4 TRAINING A. The MEC shall provide the following training sessions for the plant staff at the Project Site: 1. The MEC shall schedule the training sessions to accommodate the availability of County personnel. The training shall be at such times as requested by the County. No training session for a single group shall last more than 4 hours. 2. The objective of the training shall be to convey the knowledge needed by the County for operation and maintenance staff to safely operate, maintain, and repair the equipment and systems provided by the MEC. 3. The MEC shall submit an overall training plan and a detailed lesson plan for each training activity at least 10 days in advance of the training. The training plan shall include the following as a minimum: 4. The County reserves the right to video tape or record the training sessions, and to use such tapes for continuing operator training. 5. Preliminary Training: a. Preliminary training is to take place during the MBR System installation and start- up. b. Preliminary training shall include basic training for the various equipment and process subsystems that are part of the MBR System. Training shall include basic training on the VFD(s) provided. c. Preliminary training shall occur no later than four weeks prior to start-up 6. Initial Training Period: The MEC shall provide for one site visit for three calendar days to train County staff in the operation and maintenance of the supplied equipment. Training shall include all procedures outlined in the draft 0&M manual. The factory representative providing installation services and the lead process or controls engineer shall participate in this training. Individual training sessions shall be provided for the membrane cassettes, filtrate system, backwash system, return activated sludge system, air scour system, and chemical feed system. Initial Training shall include as a minimum: a. Equipment operation b. Detailed component description c. Equipment preventative maintenance d. Equipment troubleshooting 7. Training Refresher Period: The MEC shall provide one site visit for two calendar days to provide a training refresher to the County staff in the operation of the supplied equipment and per the project schedule. A lead process engineer or lead controls engineer, as identified in the Proposal, shall participate in this training. 8. Training Aids: a. The MEC's instructor shall incorporate training aids as appropriate to assist in instruction. MEMBRANE BIOREACTOR EQUIPMENT 113000-30 135-12562-09001 1) Text and figure handouts, bound in 3-ring binders. 2) Audio-Visual aids 3) Equipment cutaways and samples 4) Tools b. Hands-On Demonstration 1) The MEC's instructor shall present "hands-on" demonstrations of operations and maintenance of the MEC supplied and component equipment. 2) The proposed "hands-on" demonstrations shall be described in the MEC's proposed training plan. END OF SECTION 113000 MEMBRANE BIOREACTOR EQUIPMENT 113000-31 135-12562-09001 SECTION 017510 -MEMBRANE SERVICE AGREEMENT PARTI-GENERAL 1.1 DESCRIPTION A. This section contains the requirements for a Membrane Service Agreement. 1.2 DURATION A. The membrane service agreement shall be renewable every five years up to a period often (10) years beginning from the date of the membrane installation. Renewal shall be subject to the pricing constraints of Paragraph 1.3 A of this Specification Section. 1.3 SCOPE A. During the Membrane Service Agreement period, the MEC will replace membrane modules which show performance deficiencies as a result of warranteed faults and which cannot be repaired. Warranteed deficiencies are defined in Section 113000 and may include: 1. Faulty materials, or 2. Faulty manufacturer's workmanship, or 3. A design or sizing fault B. .Where a change in membrane module technology requires reconfiguration of unit frames or piping or brackets, the cost of these is covered under this Agreement. C. MEC may, at its option, prior to replacing the module, make Service Visits to the plant to inspect and to perform remedial repairs to membrane modules. D. The MEC will take the following steps to assure that the membrane system is performing according to the permeate flow rates and permeate water quality parameters set out in the capital equipment purchase agreement. For the life of the agreement, the MEC will: 1. Perform all required membrane repair including: labor, travel, living, materials, and shipping. 2. Replace membrane modules as required including the cost of crating, shipping, installation labor, materials and costs related toversions/technology changes. 3. Maintain a dedicated emergency membrane module inventory, available to the Owner within 24 hours or as required to assure that no more than 10% of the plant capacity is isolated in anticipation of repair or replacement. E. Service Support: The MEC will provide a package of on-site and remote technical and process support services as deemed advisable to optimize membrane performance and membrane life. For the life of the agreement, the MEC will: MEMBRANE SERVICE AGREEMENT 017510 -1 135-12562-09001 1. Provide bar code based softwarelhardware for tracking of module locations and tracing repairs. 2. Provide client online, 24 hour access of plant data to reflect membrane performance and current integrity status. 3. Provide standardized reports updating current plant membrane performance and any ongoing repair/replacement work. Reports shall be regularly submitted to the plant on a monthly basis at a minimum. 4. Provide Process Engineering support and continuous collaborative development of operating protocols for the life of the agreement. 5. Provide 1 Annual Plant Checkup Service visit each year with at least 30 hours of on-site time. 6. Provide Online Control Code support for the life of the agreement. 7. Provide 100 hours of implementation assistance with the Maintenance Management System (CMMS). 8. Include an allowance for up to $25,000 of additional spare parts to be delivered on an as needed basis during the first three years of operation. MEC to submit cost schedule of spare parts. At the end of three years, any unused portion of this amount shall be returned to the COUNTY. 9. Include applicable sales taxes at the rate of 8.4% for Jefferson County, Washington. 10. Provide 24/7 Emergency Telephone Technical Support for the first 3 years of operation. F. MEC will provide 2 additional service visits during the first year of operation totaling 60 hours of support time. Visits may be flexibly scheduled by the owner and may consist of services such as additional specific training, membrane performance optimization, membrane inspection and assessment, customized control modifications etc. 1.4 MEMBRANE SERVICE AGREEMENT TERMS A. Payments shall be made to the manufacturer in yearly installments at the beginning of each year of the agreement and shall be subject to inflation adjustment annually according to changes in the U.S. Department of Labor Consumer Price Index for All Urban Consumers (CPI-U) plus 1% for the preceding 12 months period for which CPI data is available. The additional 1 % is in addition to the total percentage increase determined by the CPI-U adjustment. For example, if the CPI-U adjustment indicates a 2% increase in price, the total adjustment is 3%. B. A membrane performance deficiency will be deemed to have occurred when the plant fails to meet the guaranteed values set forth in the capital equipment purchase agreement as defined by Section 113000. C. Notwithstanding any proactive measures taken by the MEC, the Owner will have the duty to isolate membrane suspected of having a membrane performance deficiency and to notify the MEC of any membrane performance deficiency. In order to expedite resolution of any potential problems and mitigate possible damage in the event of an actual problem, notification of a membrane performance deficiency shall be made in writing or by a telephone call followed-up in writing (E-mail is considered acceptable) within 5 working days (and preferably sooner) of identifying a membrane performance deficiency. Notification will be supported by system data from the Owner in order to assist in diagnosis and remedying of the problem. D. Within 14 days of notification, the MEC will take the necessary actions, to maintain the performance of the membrane modules in accordance with the membrane performance MEMBRANE SERVICE AGREEMENT 017510 - 2 135-12562-09001 parameters set out in the capital equipment purchase agreement. Where actual membrane performance falls or is anticipated to fall below the guaranteed values, the MEC will exercise it's best judgment to select one or more out of the following corrective actions in order to maintain required membrane performance. 1. Review and optimize system operation as appropriate, or 2. Repair modules, or 3. Perform additional cleaning, or 4. Replace modules with new modules, or 5. Add modules into expansion slots, or 6. Replace modules with new modules of different version which offer technological advantages. E. This Membrane Service Agreement does not include replacement of membranes if a membrane performance deficiency is due to abnormal factors beyond the control of the MEC or is caused by operation of the membranes outside the limits of design as specified in both Section 113000 and the Terms & Conditions set forth by the MEC for the Membrane Service Agreement and as specified within the Operating Manual. F. In accordance with Section 113000, the MEC is responsible for all the direct costs associated with the corrective actions taken. It is understood that the manufacturer may develop changes in the operating protocols involving modest changes in Owner labor requirements as long as the operating protocol change does not lead to an increase in the contracted staffing requirements of the Owner. G. The MEC will supply data acquisition software sufficient to allow both the Owner and the manufacturer to record and to graphically review web-accessible historical values of key membrane performance parameters including: 1. Influent flow 2. Influent temperature 3. Membrane train flow 4. Membrane train flux 5. Membrane train trans-membrane pressure 6. Membrane train permeability 7. Membrane train temperature corrected trans-membrane pressure 8. Membrane train temperature corrected permeability 9. Membrane train effluent turbidity PART 2 -PRODUCTS (NOT USED) PART 3 -EXECUTION (NOT USED) END OF SECTION 017510 MEMBRANE SERVICE AGREEMENT 017510 - 3 ADDENDUM NO.: 1 Pt. Hadlock Preliminary Design Bid Date: August 3, 2009 Addendum Issued July 27, 2009 Prepared by: Tetra Tech, Inc. 1420 Fifth Avenue, Suite 600 Seattle, vUA 98101 This Addendum forms a part of the Contract Documents and modifies the original bidding documents. Acknowledge receipt of this Addendum in the space provided in the Bid Form. FAILURE TO DO SO MAY SUBJECT THE BIDDER TO DISQUALIFICATION. 1. I 00015-1 I REPLACE "631 Sheridan Street" with "621 Sheridan Street" (2• ~ 00200-2 ~ REPLACE 1.01 Item 1.4 with the following: "Membrane Equipment Contractor (MEC): Membrane Manufacturer Bidding the ro'ect. Also the Seller." 3. 00200-7 ADD the following paragraph after 12.03: "12.04 Provide 2 hard co ies and 1 electronic cop of the Bid." 4. 00200-9 In Paragraph 20.03 B, DELETE "Assume no common wall construction." 5. ~ 00200-10 ~ ADD the following after the last sentence in Article 20: "Provide references for similarly sized facilities that support labor requirements stated for this calculation. The Owners evaluation will add costs for supplemental corrosion protection if the MEC's proposed equipment does not provide adequate protection" Page 1 of 6 Addendum No.1 6. ~ 00400-2 ~ REPLACE Paragraph 1.01 with the following: "1.01 This Bid is submitted to: County Administrator's Office Jefferson County Courthouse 1820 Jefferson Street Port Townsend, WA 98368" 7. ~ 00400-3 ~ REPLACE 3.01.H.a and 3.01.H.b with the following: a. "Notice to Commence Design Work" may be issued at any time for a period of 180 days after the Effective Date of Contract. b. "Upon issuance of the "Notice to Commence Design Work" the Contract Price for the Design and Support Services Work shall remain valid until 180 calendar days after the Effective Date of the Contract. If the "Notice to Commence Design Work" is issued after 180 calendar days of the Effective Date of the Contract, the Contract Price will be adjusted through Change Order by the ratio of the Consumer Price Index (CPI) of the CPI of month that the Notice to Commence Fabrication is issued to the month of 180 calendar days after the Effective Date of the Contract plus 1 %." 8. ~ 00400-3 ~ REPLACE 3.01.I.a, 3.01.I.b and 3.01.I.c with the following: a. "Notice to Commence Fabrication" may be issued at any time for a period of 365 calendar days after the Effective Date of the Contract. b. Upon issuance of the "Notice to Commence Fabrication" the Contract Price for Membrane Units and Ancillary Equipment shall remain valid until 365 calendar days after the Effective Date of the Contract. If the "Notice to Commence Fabrication" is issued after 365 calendar days of the Effective Date of the Contract, the Contract Price will be adjusted through Change Order by the ratio of the Consumer Price Index (CPI) of the CPI of month that the Notice to Commence Fabrication is issued to the month of 365 calendar days after the Effective Date of the Contract plus 1%. c. The Goods, excluding the membrane modules, are to be fabricated and ready for delivery within 200 days of issuance of the "Notice to Commence Fabrication." 9. ~ 00520-3 ~ ADD the following after Paragraph 5.03A "Upon acceptance of County's Purchase Order or, alternatively, where specified in the Purchase Order, upon receipt of County's Notification to Proceed with Fabrication of Equipment that satisfies Bidder's requirements for meeting the delivery schedule, Bidder shall commence fabrication of Page 2 of 6 Addendum No.1 equipment. The place of delivery specified therein shall be firm and fixed, provided that County may notify Bidder no later than 45 days prior to the scheduled shipment date of the products of an alternate point of delivery. Provided the parties agree to a change order to take into account any additional cost [or delay] incurred by Bidder in implementing this change, the alternate place of delivery shall become the agreed place of delivery for all purposes under this Agreement. In such event the following conditions shall apply: (i) title and risk of loss shall thereupon pass to the County; (ii) any amounts payable to the Bidder upon delivery or shipment shall become payable; (iii) any additional expenses incurred by the Bidder in connection with such shipment to storage shall become payable by the County upon submission of the Bidder's invoice(s) (including but not limited to costs of any additional transportation, preparation for and placement into storage, handling, inspection, preservation, insurance, storage, removal charges and any applicable taxes); (iv) transportation of the products from the storage facility to their place of installation shall be the County's responsibility; and, (v) if the Contract includes Services, subject to the terms and conditions in the Contract the Bidder shall resume provision of Services to County when instructed to do so by County provided that all amounts due hereunder plus anv costs incurred by Bidder in delavina such Services have been paid." 10. 00520-4 In Paragraph 8.01, REPLACE "5 percent" with "18 percent." 11. 00520-5 In Paragraph 10.01.A.9.c, REPLACE "Seller's Bid" with "Seller's Bid including Seller's complete proposal." 12. 00800-1 DELETE Paragraph SC 1.02. 13. 00800-3 In Paragraph SC 1.05.C, DELETE the following: "The Contractor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance provisions for subcontractors shall be subject to all of the reauirements stated herein." 14. 00800-4 ~ ADD the following to SC 1.05: "D. Seller agrees to extend its existing general liability insurance coverage to County, but only in respect of work performed by or on behalf of the named insured, Seller, and only to the extent that the additional insured is held liable for the negligence or other culpability of Seller. Coverage under Seller`s policy does not extend to liability arising out of the additional insured's own negligence. E. Buyer, Engineer, and Engineer's Consultants are to be listed as additional insureds under the liability insurance policies provided by the Seller." Page 3 of 6 Addendum No.1 15. ~ 00800-4 ~ ADD the following after SC 1.05: 16. 00800-4 "SC 1.06 Add the following to 7.01.8: "If any such change or action by Seller affects the Contract Price of Contract Times, Buyer shall notify Seller within 15 days after the occurrence of the event giving rise thereto, and written supporting data will be submitted to Seller within 45 days after such occurrence. If Buyer fails to do so, Buyer waives any Claim for such adjustment."" ADD the following after SC 1.06: 17. 18. 00800-4 00800-4 "SC 1.07 Replace 8.01.A.1 with the following: "Buyer shall have the right to perform, or cause to be performed, reasonable inspections, excluding inspection of proprietary membrane production, and require reasonable tests of the Goods at Seller's facility, and at the Point of Destination. Seller shall allow Buyer a reasonable time to perform such inspections or tests."" ADD the following after SC 1.07: "SC 1.08 Replace 10.02.A.1 with the following: "Engineer's recommendation of payment requested for submittal of Shop Drawings and Samples for Payment will constitute a representation by Engineer, based on Engineer's review of the Application for Payment and the accompanying data that the Shop Drawings and Samples have been reviewed and approved as required by the Contract Documents and Seller is entitled to payment of the amount recommended."" ADD the following after SC 1.08: "SC 1.09 Replace 12.01.A with the following: "Unless specifically stated elsewhere in the Contract Documents, Seller is not transferring any intellectual property rights, patent rights, or licenses for the Goods delivered."" Page 4 of fi Addendum No.1 19. ~ 00800-4 ~ ADD the following after SC 1.09: "SC 1.10 Add the following after 12.01 B: "12.01.C Seller grants Buyer anon-exclusive royalty free license to use any process or apparatus claimed in any patent owned by Seller but only to the extent that this license is required by Buyer to build and operate the membrane system described in this Agreement using membrane modules su lied b Seller. All other Seller's ri hts are reserved."" 20. 017510-1 REPLACE 1.2.A with the following: "The membrane service agreement shall be renewable every five years up to a period of ten (10) years beginning from the date of the membrane installation. Renewal shall be subject to the pricing constraints of Paragraph 1.3 A of this S ecification Section." 21. 017510-3 DELETE Paragraph 1.4.G.2 "Influent turbidity." 22. ~ 113000-6 ~ In Paragraph 1.10.6.1, REPLACE "24 months" with "18 months." 23. ~ 113000-8 ~ ADD the following to the end of the last sentence of 1.10.F.1.b: " lus 1%." 24. 113000-10 ADD the following after 2.3.A.1: "2. Max Month Loading concentrations are considered to occur during Annual Avera a Flow." 25. 113000-11 ADD the following after 2.3.8.1: " 2. Readings for limits described as "Max for any sample" in Paragraph 2.3 B shall be from 24-hr com osite sam les." 26. 113000-12 ADD the following after Paragraph 2.4.E: "F. Reliability and Redundancy: 1. For Phase 1, a single treatment train shall be capable of addressing the equalized flow as described in Paragraph 2.4 C. A second treatment train shall also be constructed to serve as a redundant train in the event of a duty train failure, for a total of two trains. Either train can serve as the duty train. In the event of a duty train failure, the redundant train shall be capable of addressing the same equalized flow as the duty train. 2. For Phase 2, both trains will serve as duty trains and emergency storage shall be constructed by others to serve as the redundant strategy. Page 5 of 6 Addendum No.1 3. See Paragraph 2.12 regarding Instrumentation and Controls for reliability and redundancy." 27. 113000-16 ADD the following sentence to the end of Paragraph 2.7.A.2: "If other control equipment, such as motorized valves, are required in the MEC's design to control the flow of sludge and mixed liquor, they shall be included as part of the MBR S stem and provided b the MEC." 28. 113000-17 In Paragraph 2.9.A, REPLACE "shall include" with `shall include as needed." 29. 113000-18 In Paragraph 2.9.D.6.b, REPLACE "304L or 316L" with "painted galvanized steel." In the same paragraph, DELETE "all welds shall be stress relief annealed." 30. 113000-24 ADD the following to the end of 3.1 B: "Prices for pro-rata warranty replacements and non-warranty replacements shall be FCA from the MEC's membrane roduction facilit ." 31. 113000-28 In Paragraph 3.3.E.4, REPLACE "during the design of the Facility" with "during the design of the Facility and at the time of testing." END OF ADDENDUM Page 6 of 6 Addendum No.1