ANTONIO R. VlLLARAIGOSA M!lyor

September 22, 2011

The Honorable City Council City of Los Angeles Room 395, City Hall Los Angeles, California 90012

Honorable Members:

Commission THOMAS S. SAYLES, p,~sideut ERIC HOLOMAN, Vice Presidenl

RICHARD F. MOSS CHRISTINA E. NOONAN JONATHAN PARFREY ·BARBARA E. MOSCHOS, Secma~y

RONALD 0. NTCHOLS General Manager

Subject: Amendment No. 1 to Agreement No. 47815 with WorleyParsons Group Incorporated

Pursuant to Charter Section 373, enclosed for approval by your Honorable Body is Resolution No. 012 068, adopted by the Board ofWater and Power Commissioners (Board) on September 20, 2011, approved as to form and legality by the City Attorney, which authorizes execution of Amendment No. 1 to Agreement No. 47815 with WorleyParsons Group Incorporated to provide Owner's Representative Services for Haynes Unit 5 and 6, Scattergood Units 1 and 2 Repowering, and Scattergood Hyperion Alternative Renewable Energy Projects. The amendment will extend term three years and will not change expenditure amount. As directed by the Board, transmitted to you are supporting documents . . . •'

If there are any questions regarding this item, please contact Ms. Winifred Yancy, Director of Local Government and Community Relations, at (213) 367-0025 .

. Sincerely,

Barbara E. Moschos Board Secretary

BEM:oja Enclosures: LADWP Resolution

Board Letter CAO Report Amendment No. 1 to Agreement No. 4 7815

Water and Power Conservation ... a way of life 111 North Hope Street, Los Angeles, California 90012-2607 Mailing address: Box 51ll l , Los Angeles 90051-5700

Telephone: (213) 367-4211 Cable address: DEWAPOLA ~ ~andmadelrom'""'"fedwasla 'CJQ'

c/enc: Mayor Antonio Villaraigosa Councilmember Jan C. Perry, Chair, Energy and the Environment Committee Mr. Gerry F. Miller, Chief Legislative Analyst Mr. Miguel A. Santana, City Administrative Officer Mr. Rafael Prieto, Legislative Analyst, CLA Mr. William R. Koenig, Chief Administrative Analyst Ms. Winifred Yancy

Resolution No. 12 06 ._ - - ---

WHEREAS, on June 26, 2008, the Los Angeles Department of Water and Power (LADWP) issued a Request for Proposal (RFP) for owner's representative services for Haynes Units 5 and 6, Scattergood- Units 1 and 2 Repowering, and Scattergood. Hyperion Alternative Renewable ~nergy (SHARE) Projects; and

WHEREAS, WorleyParsons was evaluated as the lowest responsive and responsible bidder ln ·accordance with LADWP's RFP process, and accordingly entered into Agreement No. 47815, effective January .16, 2009; and

WHEREAS, WorleyParsons has .successfully supported LADWP on the Haynes Units 5 and 6, Scattergood Units 1 and 2 Repowering, and SHARE Projects; and

WHEREAS, the LADWP recently met with the South CoasfAir Quality Management District and agreed to repower Scattergood Unit 3 in lieu of Scattergood Units 1 and 2 with an in-service date of December 31, 2015, instead of December 31, 2013; and

WHEREAS, Agreement No. 47815 is scheduled to terminate on Janua1y 16, 2012; and

WHEREAS, the purpose of Amendment No. 1 is to extend the Agreement three additional years to allow the use of WorleyParsons services to support LADWP in obtaining an approved Environmental Impact Report, a permit to construct, a design build contract, and in engineering design review; and

WHEREAS, the services to be provided under the contract involve the performance of professional, expert, tecl1nical and other special services of a temporary and occasional charac,ter; and

WHEREAS, Amendment No. 1 will not change the not.:.to-exceed total expenditure amou~t of $9,000,000 as awarded in the original Agreement.

NOW, THEREFORE, BE IT RESOLVED that Amendment No. 1 to Agreement No. 47815 between LADWP and WorleyParsons, approved as to form and legality by the City Attorney, and filed with the Secretary of the Board, be and the same is hereby approved.

1. The term of the Agreement is extended an additional three years beyond the original termination date enumerated in Article II, Section 201, of the Agreement. The Agreement shall now terminate on January 16, 2015, subject to the termination provisions_ of the Agreement.

BE IT FURTHER RESOLVED that in accordance with City Charter Section 1022, the services covered by Agreement No. 47815 can be more feasibly provided by a qualified and experienced independent contractor than by City employees.

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP, upon proper certification; is authorized and directed to draw demands up to $9,000,000 on the Power Revenue Fund in payment of the obligations arising under this Agreement.

BE IT FURTHER RESOLVED, that the President or the Vice President of this Board, or General Manager, or such person as he shall d·esignate in writing, and the Secretary, Assistant Secretary, or the Acting Secretary of this Board are hereby auth!)rized, empowered, and directe~ to execute a three~year extension to Agreement No. 47815 to provide owner's representative services for Haynes Units 5 and 6, Scattergood Units 1 and 2 Repowering, and SHARE Projects.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of a resolution adopted by the Board of Water and Power Commissioners of the City of Los Angeles at its meeting held SEP 2 0 Z 0 '1 .

APPROVED AS TO FORM AND LEGALITY CARMEN A. TRUTANICII, CITY ATIURNEV

~~lt2---~ l~ Secretary

LOS ANGELES DEPARTMENT OF WATER AND POWER lADWP BOARD APPROVAL LETTER

TO: BOARD OF WATER AND P

Senior ssistant General Manager - Power System

CITY COUNCil APPROVAL REQUIRED: Yes [SJ NoD

D New Contract

R!:D~ General Manager

IF YES, BY WHICH CITY CHARTER SECTION: 373

D Replacement Contract [ZJ Amendment to Existing Contract

PURPOSE

SUBJECT:

Amendment No. 1 to Agreement No. 47815 with WorleyParsons Group Incorporated for

Owner's Representative Services for Haynes Units 5 and 6, Scattergood Units i and 2 Repowering, and Scattergood Hyperion Alternative Renewable Energy Projects

FOR COMMISSION OFFICE USE:

RESOLUTION NO.~~~--~~

The attached Resolution recommends approval of Amendment No. 1 to Agreement No. 47815 (Agreement) with WorleyParsons Group Incorporated (WorleyParsons) to provide owner's representative services for Haynes Units 5 and 6, Scattergood Units 1 and 2 Repowering, and Scattergood Hyperion Alternative Renewable Energy (SHARE) Projects. The purpose of Amendment No. 1 is to extend the term of the Agreement for a three-year period for a new expiration date of January 16, 2015. No additional funding is required for Amendment No. 1.

COST AND DURATION

Amendment No. i would extend the term of the Agreement by three years, for a total Agreement term of six years.

The not to exceed amount of $9,000,000, will remain unchanged in the Agreement.

BACKGROUND

On January 16, 2009, the Los Angeles Department of Water and Power (LADWP) entered into Agreement 47815 with WorleyParsons for owners representative services

Board of Water and Power Commissioners Page 2 September 6, 2011

for Haynes Units 5 and 6, Scattergood Units 1 and 2 Repowering, and SHARE Projects. WorleyParsons is specifically providing expertise and augmenting LADWP staff, resources and capabilities in project development, engineering, and development of contracts to assure successful completion of the aforementioned projects.

Since March 2009, WorleyParsons has successfully supported LADWP in obtaining an approved project Environmental Impact Report (EIR), an air quality permit to construct, a simple cycle equipment supply contract, and a balance of plant to engineer, procure, and construct contract for the Haynes Units 5 and 6 Repowering Project.

WorleyParsons supported LADWP on the SHARE project conceptual engineering and equipment layouts from March 2009 until December 2009. In December 2009, the SHARE project was cancelled, and no WorleyParsons expenditures have occurred on this project since December 2009.

In March 2009, WorleyParsons began supporting LADWP staff on the Scattergood Units 1 and 2 Repowering Project, including an investigation of using Hyperion secondary effluent as cooling water, combined cycle and simple cycle equipment layouts, air permitting support, and air cooled condenser studies. The Scattergood Units 1 and 2 Repowering Project had an in-service date of December 31, 2013.

Recently, the LADWP met with the South Coast Air Quality Management District and agreed to repowerScattergood Unit 3 in lieu of Scattergood Units 1 and 2 with an in­service date of December 31, 2015, instead of December 31, 2013. Due to this change of project scope and schedule, the services of WorleyParsons will be required beyond the term of the currentagreement, in order to obtain an approved EIR, a permit to construct, a design build contract, and engineering design review.

Due to WorleyParsons extensive knowledge of, and experience with, the Scattergood Repowering Project, and with a newly mandated in-service date rapidly approaching, the commencement of a new competitive process would be extremely inefficient. Amendment No. 1 is critical for the continued progress toward the repowering of the Scattergood facility within the mandated timeframe.

In accordance with City Charter Section 373, City Council approval is required. The City Administrative Office report is attached.

METHOD OF SELECTION

[z:J Competitive D Cooperative Purchase 0 Sole Source 0 Single Source

Agreement No. 47815 was competitively bid on June 26, 2008, for professional services over a three-year term. WorleyParsons was selected using the Request for Proposal (RFP) process. The proposals were evaluated in accordance with the RFP and

Board of Water and Power Commissioners Page 3 September 6, 2011 ·

recommendation of award was made on the basis of the lowest responsive and responsible bidder.

M/W/OBE SUBCONTRACTING PARTICIPATION

Subcontracting Goals in Original Award: Subcontracting Actual Participation to Date:

MBE 13.34% WBE 2. 78% *MBE 11.34% *WBE 2.75%

*Note: Both SuperbTech and SCEC hold both MBE and WBE status and can be filled in either category.

M/W/OBE SUBCONTRACTING

Description of Dollar Spend Name Subcontracting Work Amount- Percentage

Contract to -Contract Date to Date

Superb Tech Specialty Contracting $433,849.10 11.34% Digital Mapping Aerial Surveying $ 13,250.00 0.35% Ninyo & Moore Geotechnical Work $ 91,759.00 2.40% Ultra Systems Noise Consultant 0 0 SCEC GEMS testing 0 0 Total: $538,858.10 14.09%

RECOMMENDATION

It is recommended that your Honorable Board adopt the accompanying Resolution authorizing execution of Amendment No. 1 to Agreement No. 4 7815.

In accordance with City Charter Section 373, City Council approval is required. The City Administrative Office report is attached.

JLG:gg Attachments e-c/att: Ronald 0. Nichols

Richard M. Brown Aram Benyamin James B. McDaniel Lorraine A. Pasketl Ann M. Santilli Gary Wong John R. Dennis Jose Gutierrez

TRANSMITTAL TO

Ronald 0. Nichols, General Manager Department of Water and Power

FROM

The Mayor

0150-09632-0000

DATE COUNCIL FILE NO.

SEF1 13 zor;

COUNCIL DISTRICT

PROPOSED FIRST AMENDMENT TO AGREEMENT NO. 47815 WITH WORLEYPARSONS GROUFl; INC. FOR OWNERS REPRESENTATIVE SERVICES FOR

HAYNES GENERATING Si}\TION UNITS 5 AND 6, SCATTERGOOD 1,2 AND 3, AND SCATTERGOOD HYPERiON ALTERNATIVE RENEWABLE ENERGY PROJECTS

Approved and transmitt~d for further processing including Council consideration.

See the Cily Ad//~ Ovcer repA::~ /(/~; MAYO~ r

MAS:OAV:1012020t GAO 649-d

REPORT FROM

OFFICE OF THE CITY ADMINISTRATIVE OFFICER

Date: September 8, 2011 CAO File No.: Oi 50-09632-0000 Council File No.: Council District: NA

To: The Mayor .

From: Miguel A. Santana, City Administrative Office~r{ tJ.J'~-­Transmittal from the Department of Water and Power dated July 28, 2010; referred by the Mayor for report on August 8, 2010

Reference:

Subject:

SUMMARY

PROPOSED FIRST AMENDMENT TO AGREEMENT NO. 47815 WITH WORLEYPARSONS GROUP, INC. FOR OWNERS REPRESENTATIVE SERVICES FOR THE HAYNES GENERATING STATION UNITS 5 AND 6, SCATTERGOOD 1,2 AND 3, AND SCATTERGOOD HYPERION AlTERNATIVE RENEWABLE ENERGY PROJECTS

The Department of Water and_ Power (DWP; Department) requests approval of a proposed resolution, which authorizes the first Amendment to Agreement No. 47815 with WorleyParsons to extend the three-year term by ali additional three years from January 16, 2012 to January 16, 2015 and a change of project scope to comply with a revised settlement agreement with the South Coast Air Quality Management District(AQMD). The contract amount of $9 million will not be increased. WorleyParsons has been providing owner representative services on the Haynes Generating Station (HnGS) Units 5 and 6, Scattergood 1 and 2 and the Scattergood Hyperion Alternative Renewable Energy Projects (SHARE). However, recent events have changed the scope of the Agreement as follows:

• Postpone SHARE until the Bureau of Sanitation and the DWP can further develop the project requirements. WorelyParsons has already provided support for conceptual engineering and equipment layouts.

• Repower Scattergood Unit 3 in lieu of Units 1 and 2 which also changes the service date requirement from December 31, 2013 to December 31, 2015. D'ue to the project service date change, the services of WorelyParsons will be required beyond the current three-year term.

The services provided by WorelyParsons to date have included gathering data for the Environmental Impact Report (EIR) for HnGS 5 and 6 and an investigation of using Hyperion secondary effluent at Scattergood as cooling water, thg use of a combined cycle or simple cycle equipment layouts and air cooled condenser studies. PurSUant to Charter Section 373 and Los Angeles City Administrative Code Section 1 0.5, City Council approval is required because the cumulative term exceeds three years. The City Attorney has approved the proposed resolution as to form and legality.

CAO File No. PAGE

0150-09632-0000 2

Background

Since March 2009 WorleyParsb"ris has been supporting DWP for HnGS Units 5 and 6, SHARE and Scattergood 1 and 2. The HnG_8. Repowering Project that is currently in construction will modernize the existing 600 Megawatt (MW) power generating system to use the latest simple-cycle gas turbine technology that supports the varying load requirements of the system, supports the generation requirements of the current and future renewable resources, and utilizes dry cooling systems that eliminates the use of ocean Water cooling. The Department states that the HnGS Project is necessary and removes any associated environmental impact to the ocean by Units 5 and 6. The existing Units 5 and 6 will be decommissioned after the replacement units have been completed. The Project duration is anticipated to take one and one-half years ending in 2013 with an estimated cost of $721 million.

Recently DWP met with the AOMD and requested a change in the scope of the settlement agreement requirements for Scattergood to repower the older and more critical Unit 3 instead of Units 1 and 2. This Unit is pow¢red by a pressurized steam boiler and the shut down of this Unit for operation and maintenance is the highest of all the Scattergood units. The original work required for Scattergood Units 1 and 2 will be delayed and incorporated into DWP's plan to conform with the Once-Through Cooling (OTC) requirements of the State Water Resources Control Board; consequently extending the corflpletion for this repowering work to 2029. Therefore, the scope of the WorelyParsons Agreement will. eliminate Units 1 and 2 and substitute Unit 3. The change in scope shall also increase the completion date by three years. WorelyParsons will provide the Pre engineering design, which is 15 percent of the total design work, help develop and review the RFP process including contract negotiations, assist in data collection for the EIR. Whether Scattergood will utilize either a combined-C)iCie gas turbine system or a simple cycle has yet to be determined from the results of the pre-engineering design.

Both HnGS and the revised Scattergood Repowering Projects will increase the Department's flexibility to operate these generating facilities. As the availability of renewable energy sources (primarily wind power) increas~s. DWP has a greater need for power generating units that can be turned on quickly, and operated at peak levels.

The current expenditures to deW~ under the WoretyParsons Agreement total $3,277,298 which is approximately one-third of the $9 million previously approved for this Agreement. DWP does not anticipate any increases in the future. However, the future work at Scattergood for OTC requirements will not be part of this Agreement. The future OTC work will include HnGS 1 and 2 as well as Scattergood 1 and 2 arid the vendor selection will be competitively bid.

CONTRACTUAL COMPLIANCE

The City Attorney has approved the proposed resolution and Agreement as to form and legality. In accordance with Charter Sectidri 1022, it has been determined the work specified in the Agreement can be performed more economically and feasibly by Independent Contractors than by City employees. The subcontracting goals for Minority and Women Owned Business Enterprises were set at 13.4 percent and 2.78 percent respectively. The actual participation has been 14.07 percent and 3 percent surpassing the goals.

RECOMMENDATION

That the Mayor:

CAO File No.

0 150-09632-0000 PAGE

3

1. Approve a proposed R~solution which authorizes the first Amendment to Agreement No. 47815 With WorleyParsohs Group, Inc. for owners representative services increasing the contract term from December 31, 2013 to December 31, 2015 for a total of six years pursuant to Charter Section 373;

2. Change the scope of the project to rep ower Scattergood Unit 3 in lieu of Scattergood Units 1 and 2; and,

3. Return the proposed re§olution to the Department for further processing, including Council consideration.

FISCAL IMPACT STATEMENT

Approval of the proposed resoiution and amendment wfll not have a fiscal impact because the $9 million cost ofthe Agreement i~riot increasing. This project complies with the Department of Water and Power adopted Financial P01icies.

TIME LIMIT FOR COUNCIL A(ffiON

Pursuant to Charter Section 373; "Long Term Contracts-Approved by Council," and the Los Angeles Administrative Code Section 1 0;5, "Limitation and Power to Make Contracts," unless the Council takes action disapproving a CQr1tract that is longer than three years within 60 days after submission to Council, the contract shall be deemed approved.

MAS:OA V: 10120020

AMENDMENT N0.1 TO AGREEMENT NO. 47815

THIS AMENDMENT NO.1 to Agreement No. 47815 is made and entered into by and between the City of Los Angeles, a municipal corporation acting by and through the Department of Water and Power (LADWP) and WorleyParsons Group Incorporated (WorleyParsons ).

WHEREAS, LADWP and WorleyParsons entered into Agreement No. 4 7815 for owners' representative services for Haynes Units 5 and 6, Scattergood Units 1 and 2 Repowering, and Scattergood Hyperion Alternative Renewable Energy (SHARE) Projects, effective January 16, 2009; and

WHEREAS, WorleyParsons has been supporting LADWP staff on the Scattergood Units 1 and 2 Repowering Project by investigating the use of Hyperion secondary effluent as cooling water, comparing combined cycle and simple cycle equipment layouts, providing air permitting support, and conducting air cooled condenser studies; and

WHEREAS, LADWP and the South Coast Air Quality Management District have agreed to a repowering of Scattergood Unit 3 in lieu of Scattergood Units 1 and 2, with an in-service date of December 31, 2015, instead of the previously-mandated date of December31,2013;and

WHEREAS, due to this change of project scope and schedule, the services of WorleyParsons will be required beyond the term of the current agreement, in order to obtain an approved Environmental Impact Report, a permit to construct, a design build contract, and engineering design review; and

WHEREAS, Agreement No. 47815 is scheduled to expire on January 16, 2012; and l

WHEREAS, Amendment No. 1 is necessary and proper in order to effectuate the change of project scope within the newly-mandated timeframe.

NOW, THEREFORE, LADWP and WorleyParsons agree to amend Agreement No. 47815 as follows:

The term of the Agreement is extended an additional three years beyond the original termination date enumerated in Article II, Section 201 of the Agreement. The Agreement shall now terminate on January 16, 2015, subject to the termination provisions of the Agreement.

Except as expressly provided herein, all other terms and conditions of Agreement No. 4 7815 shall remain in full force and effect.

This Amendment No. 1 is executed in three duplicate originals, each of which is deemed to be an originaL This Amendment consists of two pages.

IN WJTNESS WHEREOF, the parties hereto have caused this Amen.dment No. 1 to Agreement No. 47815 to be executed by their authorized representatives on the day and year written below.

Date: ---~--

DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES BY

BOARD OF WATER AND POWER COMMISSIONERS OF THE CITY OF LOS ANGELES

By: ----------------------------

And:

Ronald 0. Nichols General Manager

-----------------------Barbara Moschos Board Secretary

WORLEYPARSONS GROUP INCORPORATED

Date: Avgd l :26}/ By --~dt.---=----:::__~....::___-~--

APPROVED AS TO FORM AND LEGAUTV CARMEN A. TRIJT MlCH, CITV ATIORNEV

AUG 0 2 2Cii011 / /~ ., 1"1 .- (

6'1 Z~;j/v.- ~-~·· == ERIC ROSENBLATT

DEPUTY CITY ATTORNEY

Title: -----------~-----------Russell Conda Senior Vice President

And: -~--~-~-:;_·· ~-/ ---';;~·. =·· ==~~~:::=....;<;.;;;.;;;;..·::· _~_/ _

Hazen Burford Vice President

orleyParsons resources & energy

6330 West Loop South Bellaire, Texas 77 401 USA Telephone: 713 892-0124 Facsimile: 713 407-5097 larry.kalban@worleyparsons.com

SECRETARY'S CERTIFICATE

I, LAWRENCE S. KALBAN, the duly elected Secretary of WorleyParsons Group Inc.,

a corporation organized and existing under the laws of the State of Delaware, with offices at 6330 West

Loop South, Bellaire, Texas, United States of America, do hereby. certify as follows:

Russell Conda is a duly elected Senior Vice President of Worley Parsons Group Inc.;

Hazen E. Burford is a duly elected Vice President ofWorleyParsons Group Inc.

Mr. Russell Conda as Senior Vice President and Mr. Hazen E. Burford as Vice President are both authorized and empowered, to act on behalf of and under the sea1 of WorleyParsons Group Inc. for the purpose of executing and/or endorsing any and all documents advisable and to take whatever action may be necessary for the full participation of WorleyParsons Group Inc. in regard to the Amendment No. 1 to Agreement No. 4 7815 between the City of Los Angeles Department of Water and Power and WorleyParsons Group Inc.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of WorleyParsons

Group Inc., this 27th day of July, 2011.

Lawrence S. Ka!ban

STATEOFPENNSYLVANIA § COUNTY OF BERKS § UNITED STATES OF AMERICA §

This instrument was sworn and subscribed to before me this 27th day of July, 2011 by Lawrence

S. Kalban, Secretary ofWorleyParsons Group Inc.

Marijane santini, Notary My commission expires: February 19, 2014

COMMONWEALTH OF PENNSYLVANIA

r ~Marlai Seal

Mi.lrljane Casantinl, Notary Public Cumru Twp., Berks County

My Commission Expires Feb. 19, 2014

~1ember, Pennsvlvanla Association of Notaries