HomeMy WebLinkAbout03-02-2016 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, March 2, 2016
Regular Meeting of the 5:00 P.M.
OPERATIONS COMMITTEE Administration Building
Board Room
10844 Ellis Avenue
Fountain Valley, CA 92708
4 (714) 593-7433
AGENDA
CALL TO ORDER
PLEDGE OF ALLEGIANCE
DECLARATION OF QUORUM: Clerk of the Board
PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a
Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or
notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by
the Chairman and are requested to limit comments to three minutes.
REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous
matters of general interest to the Committee Members. These reports are for information only and require no
action by the Committee.
CONSENT CALENDAR: The Consent Calendar Items are considered to be routine and will be enacted,
by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for
separate discussion will be considered in the regular order of business.
1. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve Minutes of the January 6, 2016, Operations
Committee Meeting.
2. NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT, PROJECT NO. 2-72
(Rob Thompson)
A. Approve a Professional Construction Services Agreement with Lee R Ro, Inc.,
to provide construction support services for Newhope-Placentia Trunk Sewer
Replacement, Project No. 2-72, for a total amount not to exceed $3,253,946;
and
B. Approve a contingency of$325,394 (10%).
03/02/2016 Operations Committee Agenda Page 1 of 3
3. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres)
RECOMMENDATION: Receive and file the Fiscal Year 2015/16 Second Quarter
Odor Complaint Summary.
NON-CONSENT CALENDAR:
4. CAPITAL IMPROVEMENT PROGRAM OVERVIEW (Rob Thompson)
RECOMMENDATION: Information Only.
5. SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES,
CONTRACT NO. PSA-2015-100 (Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Professional Services Agreement with Jacobs Project Management Co.
to provide supplemental engineering and support staff services, Contract
No. PSA-2015-100, commencing July 1, 2016 through June 30, 2020, with three
one-year renewal options, for a total amount not to exceed $41,000,000 over the
period of up to seven years.
INFORMATION ITEMS:
6. ENVIRONMENTAL SERVICES DEPARTMENT OVERVIEW (Bob Ghirelli)
7. ENERGY EFFICIENCY AUDIT FINDINGS (Ed Torres)
DEPARTMENT HEAD REPORTS:
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
03/02/2016 Operations Committee Agenda Page 2 of 3
ADJOURNMENT:
The next Operations Committee meeting is scheduled for Wednesday, April 6, 2016, at
5:00 p.m.
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability
related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at
(714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability
and the type of accommodation requested.
Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda
has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue,
Fountain Valley,Cafdomia,not less than 72 hours prior to the meeting date and Ume above. All public records relating
to each agenda item,including any public records distributed less than 72 hours prior to the meeting to all,or a majority
of the Board of Directors,are available for public inspection in the office of the Clerk of the Board.
Aaenda Description: The agenda provides a brief general description of each item of business to be considered or
discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take
any action which is deemed appropriate.
NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting,items must be submitted to the
Clerk of the Board 14 days before the meeting.
Kelly A. Lore
Clerk of the Board
(714)593-7433
klomaocsd.com
For any questions on the agenda,Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherberg(tpocsd.com
Assistant General Manager Bob Ghirelli (714)593-7400 mhirelli(docsd.com
Director of Engineering Rob Thompson (714)593-7310 rthompson(Ceoasd.com
Director of Facilities Support Services Nick Amontes (714)593-7210 narhontesfg ocsd.com
Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com
03/02/2016 Operations Committee Agenda Page 3 of 3
ITEM NO. 1
MINUTES OF THE
OPERATIONS COMMITTEE
Orange County Sanitation District
Wednesday, January 6, 2016, 5:00 p.m.
A regular meeting of the Operations Committee was called to order by Committee
Chair Withers on Wednesday, January 6, 2016 at 5:01 p.m. in the Administration Building.
Vice-Chair Seboum led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Withers, Chair Jim Herberg, General Manager
David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager
Lisa Bartlett Nick Arhontes, Director of Facility Support Services
Tom Beamish Celia Chandler, Director of Human Resources
Ellery Deaton Rob Thompson, Director of Engineering
Steve Jones Ed Torres, Director of Operations and Maintenance
Robert Kiley Lorenzo Tyner, Director of Finance &
Richard Murphy Administrative Services
Steve Nagel Kelly Lore, Clerk of the Board
Fred Smith Cindi Ambrose
Chad Wanke Jennifer Cabral
Mariellen Yarc Jim Colston
John Nielsen, Board Chair Mark Esquer
Greg Seboum, Board Vice-Chair Dean Fisher
Norbert Gaia
COMMITTEE MEMBERS ABSENT: At Garcia
None. Kathy Millea
Jeff Mohr
Julian Sabri
Chris Stacklin
OTHERS PRESENT:
Brad Hogin, General Counsel
Michael Beverage, Alternate Director YLWD
Bob Ooten, Alternate Director, CMSD
PUBLIC COMMENTS:
None.
01/06/2016 Opeations Committee Minutes Page 1 of 6
REPORT OF COMMITTEE CHAIR:
Committee Chair Withers did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager, Jim Herberg notified the Committee that the Legislative and Public
Affairs Committee and the Administration Committee are dark this month; GWRS
Steering Committee will meet on January 11; Steering and Board Meetings will be held
on January 27; and announced that ACC-OC will be touring OCSD and OCWD on
January 28. He further stated that in conjunction with the Utility Branding effort, a new
Agenda Report format is now in place which should increase transparency, show relevant
standards, and should provide a more user friendly content.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the
December 2, 2015, Operations Committee Meeting.
AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn,
Shawver, Smith, F., Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett, Jones, and Wanke
2. UNIFORMS AND JANITORIAL ARTICLES RENTAL SERVICE,
SPECIFICATION NO. S-2015-675BD-R (Lorenzo Tyner)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Award Purchase Order Contract to Prudential Overall Supply for Uniform
and Janitorial Articles Rental Service, Specification No. S-2015-675BD-R,
for one 3-year period (04/0112016 — 03/31/2019) for an amount not to
exceed $493,370.28 with one 3-year renewal option; and
B. Approve a contingency of$49,337 (10%).
AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn,
Shawver, Smith, F., Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett, Jones, and Wanke
01/06/2016 Operations Committee Minutes Page 2 of 6
3. PLANT 1 POTABLE WATER SYSTEM IMPROVEMENTS, PROJECT
NO. FE09-04 (Rob Thompson)
MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a construction contingency increase of$25,275 (15%)to the construction
contract with ODC Engineering and Technology for the Plant 1 Potable Water
System Improvements, Project FE09-04, for a total construction contingency of
$50,550 (30%).
AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn,
Shawver, Smith, F., Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett, Jones, and Wanks
4. SCADA SYSTEM AND NETWORK UPGRADES, PROJECT NO. P2-107
(Rob Thompson)
MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Design Services Agreement with Brown & Caldwell
to provide engineering design services for the SCADA System and Network
Upgrade, Project No. P2-107,for an amount not to exceed $2,818,197; and
B. Approve a contingency of$281,820 (10%).
AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn,
Shawver, Smith, F., Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett, Jones, and Wanks
5. CHANGE ORDER TO BRENNTAG PACIFIC CAUSTIC SODA SPECIFICATION
NO. C-2013-560 (Ed Torres)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Change Order for an additional amount of $184,800 for 25%
Caustic Soda (Sodium Hydroxide), Purchase Order Specification
No. C-2013-560 with Brenntag Pacific for chemical scrubbers at both
Plant No. 1 and Plant No. 2, for the period of July 1, 2015 through
01/06/2016 Operations Committee Minutes Page 3 of 6
June 30, 2016, for a unit price of $560.52 per dry ton (delivery and
applicable sales tax included) for a total estimated annual amount of
$280,000 with one remaining year of renewal; and
B. Approve a (10%) unit price contingency.
AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn,
Shawver, Smith, F., Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett, Jones, and Wanks
Director Jones arrived at 5:06 p.m.
Director Wanke arrived at 5:13 p.m.
Director Bartlett arrived at 5:21 p.m.
NON-CONSENT CALENDAR:
Director of Engineering Rob Thompson provided an informative PowerPoint presentation
regarding Item No. 6 which provided: project locations; traffic flow challenges; capacity
and condition issues; consultant selection; scheduling and coordination with local cities
and agencies.
6. REHABILITATION OF WESTERN REGIONAL SEWERS, PROJECT NO. 3-64
(Rob Thompson)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve an increase in the project budget from $112,222,000 to
$125,000,000;
B. Approve a Professional Design Services Agreement with AECOM
Technical Services, Inc., to provide engineering services for Rehabilitation
of Western Regional Sewers, Project No. 3-64,for an amount not to exceed
$17,639,250; and
C. Approve a contingency of$1,763,925 (10%).
AYES: Beamish, Deaton, Jones, Kiley, Nagel, Nielsen, Murphy,
Seboum, Shawver, Smith, F., Wanks, Withers, and Yarc
NOES: None
ABSTENTIONS: Bartlett (Levine Act)
ABSENT: None
01/06/2016 Operations Committee Minutes Page 4 of 6
Jason Dadakis, OCWD Director of Health & Regulatory Affairs spoke In support of
Item 7.
Environmental Compliance Manager, Jim Colston introduced Item No. 7 and provided a
PowerPoint Presentation which highlighted the major changes to the Ordinance. He
stated that agency partners and permittees had been notified and were given the
opportunity to participate in a workshop and comment on the proposed changes.
Mr. Colston then answered questioned from the Committee regarding: written appeal
process to the Steering Committee; waste hauler sampling; due process restrictions; and
emergency suspension processes. General Counsel, Brad Hogin stated that a few
changes will be made to the proposed Ordinance, prior to first reading, which will be
provided by a reclined version to the Board.
7. PROPOSED ADOPTION OF WASTEWATER DISCHARGE REGULATIONS,
ORDINANCE NO. OCSD-XX (Rob Thompson)
MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Introduce Ordinance No. OCSD-XX, entitled "An Ordinance of the Board of
Directors of Orange County Sanitation District Establishing Wastewater
Discharge Regulations, Revising Articles 1 through 8, and repealing
Ordinance No. OCSD-39" for first reading at the January 27, 2016 Board
meeting'; and
B. Motion to read Ordinance No. OCSD-XX by title only and waive reading of
said entire Ordinance on January 27, 2016; and
C. Set February 24, 2016, as the date for the second reading and adoption of
Ordinance No. OCSD-XX; and
D. Direct the Clerk of the Board to publish summaries of the Ordinance as
required by law.
AYES: Bartlett, Beamish, Deaton, Jones, Kiley, Nagel, Nielsen,
Murphy, Sebourn, Shawver, Smith, F., Wanke,Withers, and
Yarc
NOES: None
ABSTENTIONS: None
ABSENT: None
INFORMATION ITEMS:
None.
01/06/2016 Operations Committee Minutes Page 5 of 6
DEPARTMENT HEAD REPORTS:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
None.
ADJOURNMENT
At 5:58 p.m., Committee Chair Withers declared the meeting adjourned to the next
scheduled meeting of Wednesday, February 3, 2016 at 5:00 p.m.
Submitted by,
Kelly A. Lore
Clerk of the Board
01/06/2016 Operations Committee Minutes Page 6 of 6
OPERATIONS COMMITTEE NeetlOgDate TOBd 0/1Dir.
03/021 03/23/16
AGENDA REPORT Item Number Item Number
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT,
PROJECT NO. 2-72
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Construction Services Agreement with Lee & Ro, Inc., to
provide construction support services for Newhope-Placentia Trunk Sewer
Replacement, Project No. 2-72, for a total amount not to exceed $3,253,946; and
B. Approve a contingency of$325,394 (10%).
SUMMARY
BACKGROUND
The upper reaches of the Newhope-Placentia Trunk and the Rolling Hills Sub-Trunk
carry flow from portions of the Cities of Brea, Fullerton, and Anaheim to Plant No. 1
for reclamation. Because the Newhope-Placentia Trunk has limited capacity,
approximately S mgd is diverted away from the Newhope-Placentia Trunk into the
SARI line at three flow diversion structures and the Yorba Linda Pump Station.
Because the SARI Line includes nonreclaimable wastes, all of its flow is diverted to
Plant No. 2 and not reclaimed.
The Newhope-Placentia Trunk was constructed in 1959, and the Rolling Hills
Subtrunk was constructed in 1966. The Yorba Linda Pump Station was constructed
in 1974.
RELEVANT STANDARDS
• Meet or exceed sanitary sewer overflow regulations.
• Maintain collaborative and cooperative relationships with neighboring agencies.
• Use all practical and effective means for recovering wastewater for reuse.
• CA Government Code 4526: Select the "best qualified firm" and "negotiate fair
and equitable fees'.
Page 1 of 4
PROBLEM
Previous modeling efforts completed under the Sanitation District's 1999 and 2006
Strategic Plan Update, and 2009 Facilities Master Plan identified capacity
deficiencies in the upper reaches of the Newhope-Placentia Trunk and Rolling Hills
Subtrunk. The electrical and mechanical equipment in the Yorba Linda Pump
Station is nearing the end of its useful life and would require extensive rehabilitation
if it were to remain in service.
PROPOSED SOLUTION
The Newhope-Placentia Trunk Sewer Replacement project, Project No. 2-72 will
increase the capacity of the Newhope-Placentia Trunk and Rolling Hills Subtrunk to
satisfy current and future flows, allow abandonment of Yorba Linda Pump Station
and associated force main piping, and add flexibility to the collections system to
divert reclaimable flows to Plant No. 1. This project also provides capacity for future
development, minimizing the risk of sewer spills in the future. A subsequent project
will abandon the Yorba Linda Pump Station and associated force main.
The project has been divided into three packages to facilitate bidding and
construction. Package A, includes the Newhope-Placentia Trunk on Yorba Linda
Boulevard from Campus Drive to State College Boulevard, and on State College
Boulevard from Yorba Linda Boulevard to just south of the 91 Freeway. Package B
will continue south on State College Boulevard from the 91 Freeway to Orangewood
Avenue. Package C will address the Rolling Hills Subtrunk.
This agenda report requests engineering support services needed during
construction to provide continuity through the completion of each of the three
construction packages. The proposed services will be provided on an as-needed
basis and include reviewing submittals, answering Contractor's requests for
information, reviewing contract document modifications, design changes, and
construction change orders, participating in construction workshops and progress
meetings with Cities of Fullerton and Anaheim, Caltrans, Contractor, site visits,
assisting with claims avoidance and dispute resolution, participating in the final
inspection, preparing record drawings, and assisting in closeout of the project.
Specialty services to be provided also include comprehensive public outreach
services; coordination, review of construction submittals, and field
engineering/inspection for all trenchless crossings; support services for review,
response, interpretation, modification and generation of new or modified traffic
control drawings, and advice on project issues related to traffic control conditions;
geotechnical services for review, response, interpretation and advice on project
issues related to geotechnical conditions, geotechnical baseline report, geotechnical
logs, and data reports; and environmental services to provide support for review,
response, interpretation and advice on project issues related to environmental
conditions and the Sanitation District's Program Environmental Impact Report
(PEIR) requirements.
Page 2 of 4
TIMING CONCERNS
Package A was advertised for construction in December 2015, bids were opened on
January 21, 2016, and the construction contract awarded on February24, 2016.
Engineering support services will be needed with the start of construction of
Package A.
RAMIFICATIONS OF NOT TAKING ACTION
Engineering support services needed to facilitate and review construction activities
will not be available.
PRIOR COMMITTEE/BOARD ACTIONS
October, 2014 - Approved a Professional Design Services Agreement with Lee & Ro,
Inc. to provide engineering design services for Newhope-Placentia Trunk Replacement,
Project No. 2-72, for an amount not to exceed $8,468,232 and approved a contingency
of$846,823 (10%).
February, 2016 - Awarded a Construction Contract to Trautwein Construction Inc. for
Newhope-Placentia Trunk Sewer Replacement (Fullerton/Anaheim Segment "A"),
Contract No. 2-72A, for a total amount not to exceed $21,134,650.
ADDITIONAL INFORMATION
Lee & Ro, Inc., has successfully furnished engineering services for the design of
Project No. 2-72 and their engineering support services during construction will provide
continuity through the completion of the project.
Staff negotiated with Lee & Ro, Inc. for these support services in accordance with the
Sanitation District's adopted policies and procedures. A review of the proposed price
was conducted using estimated quantities of Requests for Information, submittals,
meetings, site visits, change order review, and design revisions, as well as the level of
effort for preparing record drawings. Based on this review, staff determined the
negotiated fee to be fair and reasonable for these services. Staff recommends
awarding a Professional Consultant Services Agreement with Lee & Ro, Inc. for an
amount not to exceed $3,253,946, and approve a contingency of$325,394 (100/%).
CEQA
The Sanitation District, as lead agency, prepared a Program Environment Impact
Report (PEIR) entitled 1999 OCSD Strategic Plan. The Board certified the PEIR
on October 27, 1999. The Sanitation District Tiled a Notice of Determination on
October 29, 1999. The Board filed an Addendum to the 1999 OCSD Strategic Plan
Program Environmental Impact Report for additional project analysis for the Newhope-
Placentia Trunk Sewer Replacement (Fullerton/Anaheim Segment "A")
on February 24, 2016.
Page 3 of 4
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Line item: Budget Update FY2015-16
Section 8, Page 23).
Date of Aooroval Contract Amount Contingency
03/23/16 $3,253,946 10
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
Professional Consultant Services Agreement
RC:dm:gc
Page 4 of 4
PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 23'd day of March, 2016
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and LEE & RO, INC., for purposes of this Agreement hereinafter
referred to as "CONSULTANT.
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide
Construction Support Services for Newhope-Placentia Trunk Sewer Replacement,
Project No. 2.72; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services for
Construction Support Services in connection with these requirements; and,
WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with
the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 Section 4.03(B)for
the continuation of services and has proceeded in accordance with said procedures to perform
this work; and,
WHEREAS, at its regular meeting on March 23, 2016 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this Agreement
between the SANITATION DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional and technical services to
accomplish those project elements outlined in the Scope of Work attached hereto as
"Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, completeness, and coordination of all design, drawings, specifications,
and other services furnished by the CONSULTANT under this Agreement,
including the work performed by its Subconsultants. Where approval by the
SANITATION DISTRICT is indicated, it is understood to be conceptual approval
only and does not relieve the CONSULTANT of responsibility for complying with
all laws, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the standards of best
engineering practice for clarity, uniformity, and completeness.
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 1 of 18
C. In the event that work is not performed to the satisfaction of the SANITATION
DISTRICT and does not conform to the requirements of this Agreement or any
applicable industry standards, the CONSULTANT shall, without additional
compensation, promptly correct or revise any errors or deficiencies in its designs,
drawings, specifications, or other services within the timeframe specified by the
Project Engineer/Project Manager. The SANITATION DISTRICT may charge to
CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. All CADD drawings, figures, and other work shall be produced by
CONSULTANTS and Subconsultants using the SANITATION DISTRICT
standard software. Conversion of CADD work from any other non-standard
CADD format to the SANITATION DISTRICT format shall not be acceptable in
lieu of this requirement.
Electronic files shall be subject to an acceptance period of thirty (30)calendar
days during which the SANITATION DISTRICT shall perform appropriate
acceptance tests. CONSULTANT shall correct any discrepancies or errors
detected and reported within the acceptance period at no additional cost to the
SANITATION DISTRICT.
E. All professional services performed by the CONSULTANT, including but not
limited to all drafts, data, correspondence, proposals, reports, and estimates
compiled or composed by the CONSULTANT, pursuant to this Agreement, are
for the sole use of the SANITATION DISTRICT, its agents and employees.
Neither the documents nor their contents shall be released to any third parry
without the prior written consent of the SANITATION DISTRICT. This provision
does not apply to information that (a)was publicly known, or otherwise known to
the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, (b)subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for services in accordance with the
following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Three Million Two
Hundred Fifty-Three Thousand and Nine Hundred Forty-Six Dollars
($3,253,946). Total compensation to CONSULTANT including burdened labor
(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees
and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal.
B. Labor
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the
burdened salaries (salaries plus benefits)actually paid by CONSULTANT
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 2 of 18
charged on an hourly-rate basis to this project and paid to the personnel of
CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT
shall provide the SANITATION DISTRICT with certified payroll records of all
employees' work that is charged to this project.
C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants
for overhead at the rate equal to the percentage of burdened labor as specified in
Attachment"E"- Fee Proposal.
D. Profit
Profit for CONSULTANT and Subconsultants shall be a percentage of consulting
services fees (Burdened Labor and Overhead). When the consulting or
subconsulting services amount is $250,000 or less, the maximum Profit shall be
10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by
a straight declining percentage between 10% and 5%. For consulting or
subconsulting services fees with a value greater than $2,500,000, the maximum
Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this project according to
Attachment"E"- Fee Proposal.
E. Subconsultants
For any Subconsultant whose fees for services are greater than or equal to
$100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to
Subconsultant total compensation in accordance with the Subconsultant amount
specified in Attachment"E"- Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Suboonsultant total compensation on an hourly-rate
basis per the attached hourly rate Schedule and as specified in the Scope of
Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs
of Subconsultant fees and charges in an amount not to exceed the sum set forth
in Attachment"E"- Fee Proposal.
F. Direct Costs
The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants
the actual costs of permits and associated fees, travel and licenses for an
amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The
SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 3 of 18
DISTRICT receipts and other documentary records to support CONSULTANT's
request for reimbursement of these amounts, see Attachment"D"—Allowable
Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 2 -COMPENSATION above.
G. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable
travel and business expenses as described in this section and further described in
Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of
the above mentioned expenses will be based on an "accountable plan" as
considered by Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem" component approved by
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
DISTRICT can be found on the U.S. General Service Administration website at
http://www.gsa.gov/portal/category/l 04711#.
The CONSULTANT shall be responsible for the most economical and practical
means of management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem" as deemed the most
practical.
CONSULTANT shall be responsible for returning to the SANITATION DISTRICT
any excess reimbursements after the reimbursement has been paid by the
SANITATION DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in
advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT general geographical area which includes Orange, Los Angeles,
Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties.
Automobile mileage is reimbursable if CONSULTANT is required to utilize
personal vehicle for local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed
at the discretion of the SANITATION DISTRICT based on reasonableness of
meeting schedules and the amount of time required for travel by the
CONSULTANT. Such determination will be made on a case-by-case basis and at
the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel
meals reimbursements. Per diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals.
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Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment"D"-Allowable Direct Costs of this Agreement.
H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed the not-to-exceed amount of
the Agreement, including approved additional compensation, CONSULTANT
shall notify the SANITATION DISTRICT immediately, and in writing. This written
notice shall indicate the additional amount necessary to complete the services.
Any cost incurred in excess of the approved not-to-exceed amount, without the
express written consent of the SANITATION DISTRICT's authorized
representative shall be at CONSULTANT's own risk. This written notice shall be
provided separately from, and in addition to any notification requirements
contained in the CONSULTANT's invoice and monthly progress report. Failure to
notify the SANITATION DISTRICT that the services cannot be completed within
the authorized not-to-exceed amount is a material breach of this Agreement.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total compensation,
provided that the total compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall allocate costs
in the same manner as it would for payment requests as described in this Section
of the Agreement. CONSULTANT shall warrant and certify the accuracy of these
costs and understand that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
B. CONSULTANT may submit monthly or periodic statements requesting payment
for those items included in Section 2- COMPENSATION hereof in the format as
required by the SANITATION DISTRICT. Such requests shall be based upon the
amount and value of the work and services performed by CONSULTANT under
this Agreement and shall be prepared by CONSULTANT and accompanied by
such supporting data, including a detailed breakdown of all costs incurred and
project element work performed during the period covered by the statement, as
may be required by the SANITATION DISTRICT.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
If the SANITATION DISTRICT determines that the work under this Agreement or
any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
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i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION DISTRICT; or
ii. The percentage of the work accomplished for each project element.
He may, at his discretion, retain an amount equal to that which insures that the
total amount paid to that date does not exceed the percentage of the completed
work for each project element or the project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of
this Agreement for the profit as set forth in Section 2 -COMPENSATION above.
Said profit payment request shall be proportionate to the work actually
accomplished to date on a per-project-element basis. In the event the
SANITATION DISTRICT's Director of Engineering determines that no satisfactory
progress has been made since the prior payment, or in the event of a delay in the
work progress for any reason, the SANITATION DISTRICT shall have the right to
withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this Agreement, and upon acceptance of such work by the SANITATION
DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for
such work, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon
termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this Agreement other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
F. Pursuant to the California False Claims Act(Government Code Sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this Agreement
may be held liable for treble damages and up to a ten thousand dollars ($10,000)
civil penalty for each false claim submitted. This Section shall also be binding on
all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
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claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
S. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION
AND RECORD OF WAGES
A. To the extent CONSULTANT's employees and/or Subconsultants who will
perform Work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
CONSULTANT and Subconsultants shall comply with the registration
requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the Work is subject to compliance monitoring and enforcement by the
DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a) (3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants
shall furnish a copy of all certified payroll records to SANITATION DISTRICT
and/or general public upon request, provided the public request is made through
SANITATION DISTRICT, the Division of Apprenticeship Standards or the
Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices
posting requirements established by the Labor Commissioner per Title 8,
California Code of Regulation Section 16461(e).
6. DOCUMENT OWNERSHIP —SUBSEQUENT CHANGES TO PLANS AND
SPECIFICATIONS
A. Ownership of Documents for the Professional Services performed.
All documents, including but not limited to, original plans, studies, sketches,
drawings, computer printouts and disk files, and specifications prepared in
connection with or related to the Scope of Work or Professional Services, shall
be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Professional Services are terminated: a) by
the completion of the Agreement, or b) in accordance with other provisions of this
Agreement. Notwithstanding any other provision of this paragraph or Agreement,
the CONSULTANT shall have the right to make copies of all such plans, studies,
sketches, drawings, computer printouts and disk files, and specifications.
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B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the plans or specifications, where the subsequent changes
or uses are not authorized or approved by CONSULTANT, provided that the
service rendered by CONSULTANT was not a proximate cause of the damage.
7. INSURANCE
A. General
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept
State Compensation Insurance Fund, for the required policy of Workers
Compensation Insurance subject to the SANITATION DISTRICT's option to
require a change in insurer in the event the State Fund financial rating is
decreased below"B". Further, the SANITATION DISTRICT will require
CONSULTANT to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20) days of
written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under
this Agreement.
B. General Liability
The CONSULTANT shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage:
Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars
($2,000,000) aggregate. Said insurance shall include coverage for the following
hazards: Premises-Operations, blanket contractual liability (for this Agreement),
products liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse
and Underground) and Riggers/On Hook Liability must be included in the
General Liability policy and coverage must be reflected on the submitted
Certificate of Insurance.
C. Umbrella Excess Liability
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy of
primary insurance or a combination of policies of primary and umbrella excess
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coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
D. AutomotiveNehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of Two Million Dollars ($2,000,000) or
alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance. If an exposure to
Jones Act liability may exist, the insurance required herein shall include coverage
for Jones Act claims.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Ten Million Dollars ($10,000,000)
with limits in accordance with the provisions of this Paragraph. If the policy of
insurance is written on a "claims made" basis, said policy shall be continued in full
force and effect at all times during the term of this Agreement, and for a period of
five (5)years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
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new coverage shall be obtained for the required period to insure for the prior acts
of CONSULTANT during the course of performing services under the term of this
Agreement.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated.All certificates
and endorsements are to be received and approved by the SANITATION
DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010)or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 1001 and CG 2037 1001
All other Additional Insured endorsements must
be submitted for approval by the SANITATION
DISTRICT, and the SANITATION DISTRICT
may reject alternatives that provide different or
less coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
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notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Risk Management,
Div. 260, and shall be received by the SANITATION DISTRICT not less than
thirty (30)days prior to the effective date of the change(s) if the change would
reduce coverage or increase deductibles or SIR amounts or otherwise reduce or
limit the scope of insurance coverage provided to the SANITATION DISTRICT.
I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
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O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT.
8. SCOPE CHANGES
In the event of a change in the Scope of Work, requested by SANITATION DISTRICT,
the parties hereto shall execute an amendment to this Agreement setting forth with
particularity all terms of the new Agreement, including but not limited to any additional
CONSULTANT's fees.
9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
Agreement, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this project by CONSULTANT.
CONSULTANT shall include a description of the scope of work to be done by each
Subconsultant and each CONSULTANT's project team member. CONSULTANT shall
include the respective compensation amounts for CONSULTANT and each
Subconsultant on a per-project-element basis, broken down as indicated in Section 2-
COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's personnel are comprised of registered engineers and a staff of
specialists and draftsmen in each department. The firm itself is not a registered
engineer but represents and agrees that wherever in the performance of this Agreement
requires the services of a registered engineer. Such services hereunder will be
performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this Agreement. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
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direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this Agreement during the term of this Agreement
and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
be available to assist SANITATION DISTRICT's auditor in obtaining all project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to make CONSULTANT an employee of the
SANITATION DISTRICT.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid.
Notices shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Gary V. Prater, Principal Contracts Administrator
Copy: Adam A. Nazaroff, Project Manager
Notices shall be mailed to CONSULTANT at:
LEE & RO, INC.
1199 S. Fullerton Road
City of Industry, CA 91748
Attention: Sal Calderon, P.E.
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT's staff must be approved in
writing by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
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14. TERMINATION
The SANITATION DISTRICT may terminate this Agreement at any time, without cause,
upon giving thirty(30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT and/or
CONSULTANT in accordance with Section 13- NOTICES.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, computation and study materials in its files pertaining to
the work described in this Agreement, which is requested in writing by the SANITATION
DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this Agreement that it pays employees not
less than the minimum wage as defined by law, and that it does not discriminate in its
employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each party is a person duly authorized to
execute agreements for that party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
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20. PROGRESS REPORTS
Monthly progress reports shall be submitted for review by the tenth day of the following
month and must include as a minimum: 1) current activities, 2)future activities, 3)
potential items that are not included in the Scope of Work, 4) concerns and possible
delays, 5) percentage of completion, and 6) budget status.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (al
CONSULTANT's sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's
officers, directors, employees, consultants, and agents (collectively the "Indemnified
Parties"), from and against any and all claims, damages, liabilities, causes of action,
suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
including without limitation, attorneys'fees, disbursements and court costs, and all other
professional, expert or consultants fees and costs and the SANITATION DISTRICT's
general and administrative expenses (individually, a "Claim", or collectively, "Claims")
which may arise from or are in any manner related, directly or indirectly, to any work
performed, or any operations, activities, or services provided by CONSULTANT in
carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT's suppliers, consultants, subconsultants, subcontractors,
and/or anyone employed directly or indirectly by any of them, regardless of any
contributing negligence or strict liability of an Indemnified Party. Notwithstanding the
foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the
Indemnified Parties from any Claim arising from:
(A)the sole or active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT's supplier, consultant, subconsultant, subcontractor, nor anyone
employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
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CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this Agreement. Under no circumstances
shall the insurance requirements and limits set forth in this Agreement be construed to
limit CONSULTANT's indemnification obligation or other liability hereunder.
The terms of this Agreement are contractual and the result of negotiation between the
parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed
against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT's indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
24. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the SANITATION
DISTRICT and may be considered in future CONSULTANT selection processes.
25. CLOSEOUT
When the SANITATION DISTRICT determines that all Work authorized under the
Agreement is fully complete and that the SANITATION DISTRICT requires no further
work from CONSULTANT, or the Agreement is otherwise terminated or expires in
accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the
Consultant written notice that the Agreement will be closed out. CONSULTANT shall
submit all outstanding billings, work submittals, deliverables, reports or similarly related
documents as required under the Agreement within thirty (30)days of receipt of notice of
Agreement closeout.
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 16 of 18
Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall
commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be
furnished, completed, or corrected at the CONSULTANT's cost.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to
complete any portions of the work, the non-completion of which were not disclosed to
the SANITATION DISTRICT (regardless of whether such nondisclosures were
fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under
all those provisions of the Agreement which expressly or by their nature extend beyond
and survive final Agreement Acceptance.
Any failure by the SANITATION DISTRICT to reject the work or to reject the
CONSULTANT's request for final Agreement Acceptance as set forth above shall not be
deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose
nor imply acceptance of, or agreement with, the CONSULTANT's request for final
Agreement Acceptance.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 17 of 18
IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION
DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year
first above written.
CONSULTANT: LEE & RO, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Kelly Lore
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A"—Scope of Work
Attachment"B"—Labor Hour&Cost Matrix
Attachment"C"— Not Used
Attachment"D"—Allowable Direct Costs
Attachment"E"—Fee Proposal
Attachment"F"— Not Used
Attachment"G"— Not Attached
GVP:yp
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 18 of 18
OPERATIONS COMMITTEE Meeting Date To ad.of DV
03/02,16 —
AGENDA REPORT Item Number Item Number
3 —
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: QUARTERLY ODOR COMPLAINT REPORT
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Fiscal Year 2015/16 Second Quarter Odor Complaint Summary.
SUMMARY
BACKGROUND
During the second quarter of FY 2015/16 Plant No. 1 had 48 odor complaints, Plant
No. 2 had 8 odor complaints and the collections system had 15 odor complaints
attributable to OCSD. A brief summary of the odor complaints with a table tracking
the history is included as an attachment.
RELEVANT STANDARDS
• Zero odor incidents/events under normal operating conditions for both Plants
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
PROBLEM
N/A
PROPOSED SOLUTION
N/A
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
Fiscal Year 2015/16 Second Quarter Odor Complaint Summary
Page 1 of 1
Orange County Sanitation District
Odor Complaint Report
Fiscal Year 2015/16 — 2"1 Quarter
1. Plant No. 1 Treatment Facility Odor Complaint Summary
During the 2"d quarter, Plant No. 1 received forty eight (48) attributable odor complaints. Over half
of these complaints were made by one local resident. The majority of the complaints received this
quarter resulted from the elevated hydrogen sulfide levels in the Plant treatments due to the upstream
chemical dosing reduction associated with optimization studies. OCSD staff worked closely with the
local resident and invited them in for a plant tour and a"sniff'test to help us identify odor(s)they were
experiencing.
With the help of this resident, OCSD staff identified the trickling filters as the primary odor source at
which some process adjustments were made to minimize trickling filter odors. Staff remain in
communications with the concerned resident to ensure nuance odors are minimized. The number of
odor complaints from the resident subsided after process adjustments and chemicals were
reintroduced into the collections system in the second week of October.
2. Plant No. 2 Treatment Facility Odor Complaint Summary
Plant No. 2 received eight (8) attributable odor complaints during the 20d quarter, the majority of
complaints were in October and attributable to upstream chemicals dosing optimization studies. The
trunkline chemicals were reintroduced into the collections system during the second week of October
at which time odor complaints subsided.
3. Collection Facilities Odor Complaints— 1*1 Quarter FY 2015/16
OCSD received fifteen (15) attributable odor complaints from the collection system.
4. All Odor Complaints Tracking
2n°Qtr 1-Qtr Cumulative
Oct.2015 to Dec.2015 FY FY 15/16
15/16 15/16
All Public Complaints Collections Pt P2 Total Total Total
Attributable to 15 48 8 71 17 88
OCSD
Not Attributable to OCSD 13 2 2 17 13 30
Total Public
Complaints 28 50 10 88 30 118
Received:
OPERATIONS COMMITTEE Meeting Date To ad.of Dir.
03/02,16 —
AGENDA REPORT Item Number Item Number
a —
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Direction of Engineering
SUBJECT: CAPITAL IMPROVEMENT PROGRAM OVERVIEW
GENERAL MANAGER'S RECOMMENDATION
Information Only.
SUMMARY
BACKGROUND
The Orange County Sanitation District's Capital Improvement Program involves
planning, design, construction, commissioning, and closeout for a variety of
construction projects that include replacement and rehabilitation of existing facilities,
improving levels of service, and expanding capacity.
Staff will present an informational overview on the CIP. The presentation will include
a review of major active and upcoming projects, and review the performance of the
program.
RELEVANT STANDARDS
• Ensure that the public's money is wisely spent
• Long-term view that appropriately funds capital improvement programs
• Make compelling cases for investment
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ATTACHMENT
The following attachments) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
N/A
JM:dm:gc
Page 1 of 1
OPERATIONS COMMITTEE Melting D310 TOBE.Of Dir.
03/02/16 03/23/16
AGENDA REPORT ItemNumber Item Number
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Direction of Engineering
SUBJECT: SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES,
CONTRACT NO. PSA-2015-100
GENERAL MANAGER'S RECOMMENDATION
Approve a Professional Services Agreement with Jacobs Project Management Co. to
provide supplemental engineering and support staff services, Contract
No. PSA-2015-100, commencing July 1, 2016 through June 30, 2020, with three
one-year renewal options, for a total amount not to exceed $41,000,000 over the period
of up to seven years.
SUMMARY
BACKGROUND
The Orange County Sanitation District (Sanitation District) anticipates a capital
improvement program (CIP)of approximately$1.6 billion from July 2016 through June
2023. This value will be more precisely estimated in the proposed budget for Fiscal
Years 2016-2017 and 2017-2018 to be presented to the Board in June 2016.
Planning, executing, managing, and monitoring this work will require the equivalent of
128 full-time staff members, primarily in the Engineering Department. Some of the
roles that staff provide on these projects include project managers, project engineers,
resident engineers, inspectors, and various administrative and engineering support
positions. There are 97 currently authorized staff positions working on the capital
improvement program.
To ensure that capital projects are successfully completed on time and within budget,
the Sanitation District has in the past augmented staff using supplemental engineering
and support staff professional services agreements. The benefits provided from this
staff augmentation approach, as opposed to hiring full-time staff or limited-term
employees, include rapid mobilization of highly skilled/technical staff, flexibility to
change the mix of staff positions on an immediate and as-needed basis, the ability to
reduce staff as workloads decrease, access to technical experts to support special
tasks, and access to staff with wastewater project experience.
The current staff augmentation agreement with Jacobs expires on June 30, 2016 after
five years.
Page 1 of 4
RELEVANT STANDARDS
1, 5, 20 year planning horizons.
• Highly qualified, well trained, motivated, and diverse workforce.
PROBLEM
Average staffing levels required to deliver the anticipated capital improvement
program over the next eight fiscal years exceed current staffing levels by an equivalent
of 31 full-time positions. If this gap in staffing levels were not addressed, the capital
improvement projects to maintain regulatory compliance, levels of services, and
integrity of facilities would be delayed, or the cost effectiveness and quality of the
projects degrade.
PROPOSED SOLUTION
Staff requested proposals from qualified engineering and construction management
firms and selected the most qualified firm. Staff then negotiated a professional
services agreement for supplement engineering and support staff services with
Jacobs to augment Sanitation District staff, primarily for capital improvement projects.
The agreement will extend through June 30, 2020, with three one-year renewal
options.
Each person assigned to work on Sanitation District projects will be approved by
Sanitation District management with respect to education, experience, and salary.
Adjustments to the fee structure will be made annually based on the changes in the
Employment Cost Index for the Los Angeles Metropolitan Area published by the U.S.
Department of Labor, but capped at no more than 3% per year.
TIMING CONCERNS
The supplement staffing services will enable the Sanitation District to control the
proposed Capital Improvement Program over the next seven years.
RAMIFICATIONS OF NOT TAKING ACTION
Without the supplement staffing services, projects will have to be delayed, and certain
specialty services will need to be separately procured as needed, resulting in delays
and additional administrative costs.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 2 of 4
ADDITIONAL INFORMATION
Request for Proposal:
A Request for Proposal for supplemental engineering and support staff services was
advertised on September 3, 2015. Proposals were received on October 22, 2015 from
Arcadis U.S., Inc.; Butier Engineering, Inc.; Capo Projects Group; and Jacobs. A Staff
Evaluation Committee consisting of five representatives from the Engineering
Department reviewed and ranked each of the proposals in accordance with the evaluation
process set forth in the Orange County Sanitation District (Sanitation District) Board of
Directors' Ordinance No. OCSD-47. A representative from the Contracts Administration
Division participated in the evaluation process as a non-voting member. The proposals
were evaluated according to understanding and approach; related experience; and team
and staff qualifications.
After reviewing and scoring the proposals, the Evaluation Committee interviewed the
three top-ranked firms to meet the proposed key team and further evaluate the firms'
qualifications. Based on their review of the proposals and the interviews, the Evaluation
Committee unanimously ranked Jacobs as the most qualified firm as shown in Table 1.
TABLE 1
CONSULTANT EVALUATION*
Consultant Evaluator Arcadis, ButlerU.S., Inc. Engineering, Jacobs
Inc.
Reviewer A 2 3 1
Reviewer B 2 3 1
Reviewer C 2 3 1
Reviewer D 2 3 1
Reviewer E 2 3 1
Overall Ranking 2 3 1
*Based on scores after interview
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals. In accordance with Sanitation
District Ordinance No. OCSD-47, the fee proposal of only the highest ranked firm was
opened after approval by the Director of Engineering of the Evaluation Committee's
recommendation. Staff conducted negotiations with Jacobs clarifying scope of work,
assumptions, contract multipliers, and payment terms.
Staff has reviewed the proposed positions, rates, and terms and believe that the proposed
fee is fair and reasonable. Contract profit is 5%, which is based on the Sanitation District's
standard design agreements.
Page 3 of 4
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The budgeted cost for the proposed staffing contract is contained within the
approved CIP project budgets and no additional funding is necessary.
Date of Approval Contract Amount Continaencv
03/23/16 $41,000,000 N/A
ATTACHMENT
The following attechment(s) maybe viewed on-line at the OCSD website (Mm w.ocsd.com) with the
complete agenda package:
Professional Services Agreement
JM:dm:gc
Page 4 of 4
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 20d day of May, 2016,
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and JACOBS PROJECT MANAGEMENT COMPANY, for purposes
of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT
and CONSULTANT are referred to herein collectively as the "Parties" or individually as a
"Party."
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a consultant for
Supplemental Engineering and Support Staff Services, Contract No. PSA-2015-100 to
provide qualified staff as described in Attachment"A", Scope of Work; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the requisite personnel and experience, and
is capable of performing such services; and,
WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of
professional services and has proceeded in accordance with said procedures to select
CONSULTANT to perform this work; and,
WHEREAS, at its regular meeting on March 23, 2016 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this
AGREEMENT between the SANITATION DISTRICT and CONSULTANT pursuant to Ordinance
No. OCSD-47.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the Parties in carrying out the terms of this AGREEMENT, it is mutually agreed as
follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary qualified staff to accomplish the Scope of
Work attached hereto as Attachment"A". Attachment "A" is hereby incorporated into
this AGREEMENT. In the event of a conflict between the Scope of Work and this
AGREEMENT, the terms of this AGREEMENT shall prevail.
2. COMPENSATION
A. Time and Material: Not to Exceed Aggregate Amount
The SANITATION DISTRICT shall compensate CONSULTANT for services
performed under this AGREEMENT on a time and materials basis, not to exceed
a maximum aggregate amount of Forty-One Million Dollars ($41,000,000) ("Total
Compensation") during the term of the AGREEMENT.
PSA CONTRACT NO. PSA-2015-100
01/27/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 1 of 19
B. Hourly Rates
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened
salaries (salaries plus benefits, overhead, and profit) actually paid by
CONSULTANT charged on an hourly-rate basis and paid to the personnel of
CONSULTANT per Attachment"E". Attachment "E" is hereby incorporated by
reference. Upon request of the SANITATION DISTRICT, CONSULTANT shall
provide the SANITATION DISTRICT with certified payroll records of all employees'
work that is charged to this AGREEMENT.
C. Overhead Rates
i. "Field Staff' are defined as project-assigned staff by CONSULTANT, working
at SANITATION DISTRICT's facilities for a project-assigned period
exceeding ninety (90) continuous calendar days. The overhead rates for
Field Office Staff are included in Attachment"E".
ii. "Home Office Staff" are defined as staff assigned by CONSULTANT,
supporting the project-assigned work, either by working at CONSULTANT's
or Subconsultant's offices or at SANITATION DISTRICT's site for periods
less than ninety (90) continuous calendar days. The overhead rates for
Home Office Staff are included in Attachment "E".
D. Profit
Profit for CONSULTANT and Subconsultants shall be five percent(5%).
Addenda shall be governed by the same maximum Profit percentage.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this AGREEMENT.
E. Subconsultants
For all Subconsultants, CONSULTANT may pay to Subconsultants total
compensation on an hourly-rate basis per Attachment"E"—Fee Proposal Form
and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to
CONSULTANT the actual costs of Subconsultants, without markup.
F. Escalation
For purposes of calculating hourly rates, salaries of CONSULTANT employees
and any Suboonsultant employees performing services under this AGREEMENT
shall be adjusted annually based on the Employment Cost Index (ECI)of Los
Angeles-Long Beach-Riverside, California as of July 1 of each year. This rate is
from the United States Department of Labor Bureau of Labor Statistics. The
annual salary figures used in calculating hourly rates shall not otherwise be
adjusted, regardless of whether any CONSULTANT employees may have
PSA CONTRACT NO. PSA-2015-100
01w/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 2 of 19
received a salary increase form CONSULTANT that exceeds the increase in ECI
without prior written authorization from the SANITATION DISTRICT on a case-
by-case basis. The annual adjustments shall not exceed three percent (3%). The
first hourly rate escalation will occur July 1, 2017.
G. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable
travel and business expenses as described in this section and further described in
Attachment "D" -Allowable Direct Costs to this AGREEMENT. The
reimbursement of the above mentioned expenses will be based on an
"accountable plan' as considered by Internal Revenue Service (IRS). The plan
includes a combination of reimbursements based upon receipts and a "per diem'
component approved by IRS. The most recent schedule of the per diem rates
utilized by the SANITATION DISTRICT can be found on the United States
General Service Administration website at
http://www.gsa.gov/portal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical
means or management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem' as deemed the most
practical.
CONSULTANT shall be responsible for returning to the SANITATION DISTRICT
any excess reimbursements after the reimbursement has been paid by the
SANITATION DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in
advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San
Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile
mileage is reimbursable if CONSULTANT is required to utilize personal vehicles
for local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed
at the discretion of the SANITATION DISTRICT based on reasonableness of
meeting schedules and the amount of time required for travel by the
CONSULTANT. Such determination will be made on a case-by-case basis and at
the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel
meals reimbursements. Per Diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals.
PSA CONTRACT NO. PSA-2015-100
01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 3 of 19
Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment "D" -Allowable Direct Costs to this AGREEMENT.
The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT.
The SANITATION DISTRICT will not pay per diem for Field Office Staff nor will it
pay for any relocation of staff to be assigned under this AGREEMENT.
H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in any of CONSULTANT's Task Authorizations will exceed seventy-
five percent (75%) of the not to exceed amount of the Task Authorization,
CONSULTANT shall notify the SANITATION DISTRICT immediately, and in
writing. This written notice shall indicate the additional amount necessary to
complete the services. Any cost incurred in excess of the approved not to exceed
amount, without the express written consent of the SANITATION DISTRICT's
authorized representative shall be at CONSULTANT's own risk. This written
notice shall be provided separately from, and in addition to any notification
requirements contained in the CONSULTANT's invoice and monthly progress
report. Failure to notify the SANITATION DISTRICT that the services cannot be
completed within the authorized not to exceed amount is a material breach of this
AGREEMENT.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the Total Compensation,
provided that the Total Compensation is not increased.
4. KEY POSITIONS
CONSULTANT shall not remove or replace any key CONSULTANT employees
performing services under this AGREEMENT. Positions considered to be Key Positions
are Point of Contact, and any field office staff working under the AGREEMENT. Should a
CONSULTANT employee within one of these categories become no longer available to
the SANITATION DISTRICT, CONSULTANT shall submit the resume and qualifications
of the proposed replacement to the SANITATION DISTRICT for approval as soon as
possible, but in no event later than seven (7) calendar days prior to the departure of the
incumbent Key Position unless CONSULTANT is not provided with such notice by the
departing staff. SANITATION DISTRICT shall respond to CONSULTANT within seven
(7) calendar days following receipt of these qualifications concerning acceptance of the
candidate for replacement.
PSA CONTRACT NO. PSA-2015-100
01/27n5 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 4 of 19
5. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any work for that
invoicing period, in a format acceptable to the SANITATION DISTRICT.
CONSULTANT shall warrant and certify the accuracy of these costs and provide
all supporting documentation required by the SANITATION DISTRICT.
CONSULTANT understands that submitted costs are subject to Section 16 Audit
Provisions herein.
B. Upon receipt of a properly prepared invoivice, as described above, payment shall
be made by the SANITATION DISTRICT to CONSULTANT within sixty(60)
calendar days.
C. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this AGREEMENT for such work, or prior settlement upon
termination of this AGREEMENT, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this AGREEMENT other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
D. Pursuant to the California False Claims Ad(Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this AGREEMENT
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; (b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; (c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
6. TERM
This AGREEMENT shall commence upon the effective date first written above, and shall
continue in full force and effect through June 30, 2020, ('Initial Term') unless earlier
terminated or extended as provided in the AGREEMENT. SANITATION DISTRICT, at its
sole discretion, may elect to extend the term of this AGREEMENT up to an additional
twelve (12) months, commencing July 1, 2020, and continuing through June 30, 2021,
PSA CONTRACT NO. PSA-2015-100
01/27n5 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 5 of 19
("Option Tenn 1"), and thereupon require CONSULTANT to continue to provide services,
and otherwise perform, in accordance with Attachment"A", entitled "Scope of Work".
SANITATION DISTRICT, at its sole discretion, may elect to extend the term of this
AGREEMENT up to an additional twelve (12) months, commencing July 1, 2021, and
continuing through June 30, 2022, ("Option Term 2"), and thereupon require
CONSULTANT to continue to provide services, and otherwise perform, in accordance
with Attachment"A", entitled "Scope of Work",
SANITATION DISTRICT, at its sole discretion, may elect to extend the term of this
AGREEMENT up to an additional twelve (12) months, commencing July 1, 2022, and
continuing through June 30, 2023, ("Option Term 3"), and thereupon require
CONSULTANT to continue to provide services, and otherwise perform, in accordance
with Attachment"A", entitled "Scope of Work".
The SANITATION DISTRICT's election to extend the AGREEMENT beyond the Initial
Term shall not diminish its right to terminate the AGREEMENT for SANITATION
DISTRICT's convenience or CONSULTANT's default as provided elsewhere in this
AGREEMENT. The "maximum term" of this AGREEMENT shall be from the effective
date first written above through June 30, 2023, which period encompasses the Initial
Term and three (3) Option Terms.
7. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during the
AGREEMENT, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
8. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION
AND RECORD OF WAGES
A. To the extent CONSULTANT's employees and/or Subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
CONSULTANT and Subconsultants shall comply with the registration
requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the
DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants
shall furnish a copy of all certified payroll records to SANITATION DISTRICT
and/or general public upon request, provided the public request is made through
PSA CONTRACT NO. PSA-2015-100
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SANITATION DISTRICT, the Division of Apprenticeship Standards or the
Division of Labor Standards Enforcement of the Department of Industrial
Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices
posting requirements established by the Labor Commissioner per Title 8,
California Code of Regulations Section 16461(e).
9. COMPLIANCE WITH LAWS; EQUAL OPPORTUNITY
CONSULTANT certifies by the execution of the AGREEMENT that it pays staff not less
than the minimum wage as defined by law, and that it does not discriminate in its
employment with regard to race, color, religion, sex, or national origin; that it is compliant
with all Federal, State, and local directives and executive orders regarding non-
discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principal of equal opportunity in employment
10. CONFLICT OF INTEREST CODE
The SANITATION DISTRICT may designate some or all of the individuals performing
services under the AGREEMENT as "designated employees" subject to the
SANITATION DISTRICT's Conflict of Interest Code. Designated employees must comply
with certain requirements under the Political Reform Act. Designated employees must
file an annual report identifying some or all of their financial interests such as sources of
income, sources of gifts received from special sources of income and sources of gifts.
Currently the limit is $420 per year from any one source. CONSULTANT and all its
employees, staff, or personnel designed by the SANITATON DISTRICT as a designated
employee shall comply with the Political Reform Act and related reporting requirements
and gift limitation.
11. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. Ownership of Documents for the Professional Services Performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to,
studies, sketches, drawings, computer printouts, disk files, and electronic copies
prepared in connection with or related to the Scope of Work or Professional
Services, shall be the property of the SANITATION DISTRICT. The SANITATION
DISTRICT's ownership of these documents includes use of, reproduction or
reuse of and all incidental rights, whether or not the work for which they were
prepared has been performed. The SANITATION DISTRICT ownership
entitlement arises upon payment or any partial payment for work performed and
includes ownership of any and all work product completed prior to that payment.
This section shall apply whether the CONSULTANT's Professional Services are
terminated: a) by the completion of the AGREEMENT, or b) in accordance with
other provisions of this AGREEMENT. Notwithstanding any other provision of this
paragraph or AGREEMENT, the CONSULTANT shall have the right to make
copies of all such plans, studies, sketches, drawings, computer printouts and disk
files, and specifications. The SANITATION DISTRICT acknowledges that
documents prepared through Professional Services must be revised and sealed
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by a professional engineer prior to their reuse on another project. The
SANTIATION DISTRICT acknowledges that it assumes all risk associated with
reuse of such documents, which are not undertaken by CONSULTANT.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or
uses are not authorized or approved by CONSULTANT, provided that the service
rendered by CONSULTANT was not a proximate cause of the damage.
12. INSURANCE
A. General
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept
State Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the SANITATION DISTRICT's option to
require a change in insurer in the event the State Fund financial rating is
decreased below"B". Further, the SANITATION DISTRICT will require
CONSULTANT to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20)days of
written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
III. Coverage shall be in effect prior to the commencement of any work under
this AGREEMENT.
B. General Liability
The CONSULTANT shall maintain during the life of this AGREEMENT, including
the period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following limits of liability coverage: Two Million
Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this AGREEMENT),
products liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and
Underground) must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
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C. Umbrella Excess Liability
The limits of General Liability and Automotive Liability Insurance required, as set
forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage.
Umbrella excess liability coverage shall be issued with limits of liability which,
when combined with the primary insurance, will equal the limits for General
Liability and Automotive Liability.
D. AutomotiveNehicle Liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on
a comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following limits of liability coverage:
Combined single limit of Two Million Dollars ($2,000,000) or alternatively, Two
Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars
($1,000,000) per accident for property damage. A statement on an insurance
certificate will not be accepted in lieu of the actual additional insured
endorsement.
E. Workers Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance. If an exposure to
Jones Act liability may exist, the insurance required herein shall include coverage
for Jones Act claims.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
AGREEMENT, standard industry form Professional Negligence Errors and
Omissions Insurance coverage in an amount of Seven Million Dollars
($7,000,000)with limits in accordance with the provisions of this paragraph. If the
policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this AGREEMENT,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
AGREEMENT. Said coverage shall be evidenced by either a new policy
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evidencing no gap in coverage or by separate extended "tail" coverage with the
present or new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
AGREEMENT or until completion of the services provided for in this
AGREEMENT, whichever is later. In the event of termination of said policy during
this period, new coverage shall be obtained for the required period to insure for
the prior acts of CONSULTANT during the course of performing services under
the term of this AGREEMENT.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to review at CONSULTANT's corporate office complete, certified copies of
all required insurance policies, including endorsements, effecting the coverage
required, at any time. The following are approved forms that must be submitted
as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010)or equivalent.
• Additional Insurance (ISO Forth) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the SANITATION
DISTRICT, and the SANITATION DISTRICT
may reject alternatives that provide different or
less coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
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H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days prior written
notice. The policy shall not terminate, nor shall it be cancelled, nor the coverage
reduced until thirty(30) days after written notice is given to the SANITATION
DISTRICT except for nonpayment of premium, which shall require not less than
ten (10)days written notice to the SANITATION DISTRICT. Should there be
changes in coverage or an increase in deductible or SIR amounts, the
CONSULTANT and its insurance broker/agent shall send to the SANITATION
DISTRICT a certified letter which includes a description of the changes in
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management Division, and shall be received
by the SANITATION DISTRICT not less than thirty (30)days prior to the effective
date of the change(s) if the change would reduce coverage or increase
deductibles or SIR amounts or otherwise reduce or limit the scope of insurance
coverage provided to the SANITATION DISTRICT.
I. Primary Insurance
General Liability and Auto policies shall contain a Primary and Non Contributory
Clause. Any other insurance maintained by the SANITATION DISTRICT shall be
excess and not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
General Liability and Auto policies shall contain a "Separation of Insureds"
clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this AGREEMENT, or the extent
to which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
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M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT.
13. CHANGES
In the event of a change in the Scope of Work or a change in Key Personnel, or change
in hourly rates, as requested by the SANITATION DISTRICT, the Parties hereto shall
execute an Amendment to this AGREEMENT setting forth with particularity all terms of
the new AGREEMENT. CONSULTANT's compensation for additional services
authorized and performed in accordance with this AGREEMENT shall be agreed to by
the SANITATION DISTRICT and CONSULTANT in writing prior to the time that the
additional services are authorized. An Amendment shall be executed to document the
change.
14. PROJECT TEAM AND SUBCONSULTANTS
Neither this AGREEMENT nor any interest herein nor claim hereunder may be assigned
by CONSULTANT either voluntarily or by operation of law, nor may all or any part of the
AGREEMENT be subcontracted by CONSULTANT, without the prior written consent of
the SANITATION DISTRICT. Consent by SANITATION DISTRICT shall not be deemed
to relieve CONSULTANT of its obligation to comply fully with all terms and conditions of
this AGREEMENT.
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and
CONSULTANT's project team members anticipated to be used under this
AGREEMENT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT
and each Subconsultant, broken down as indicated in Section 2- Compensation.
There shall be no substitution of the listed Subconsultants and CONSULTANT's team
members without prior written approval by the SANITATION DISTRICT.
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15. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised of registered
engineers and a staff of specialists and draftsmen in each department. The
CONSULTANT itself is not a registered engineer but represents and agrees that
wherever, in the performance of this AGREEMENT, the services of a registered
engineer is required, such services hereunder will be performed under the direct
supervision of registered engineers who are licensed in the State of California.
16. AUDIT PROVISIONS.
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this AGREEMENT. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this AGREEMENT during the term of this
AGREEMENT and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the SANITATION
DISTRICT for review and audit, all project related accounting records and
documents, and any other financial data within fifteen (15) days after receipt of
notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
be available to assist SANITATION DISTRICT's auditor in obtaining all
accounting records and documents, and any other financial data related to this
AGREEMENT.
17. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the Parties hereto is that of an independent contractor
and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of the SANITATION DISTRICT.
CONSULTANT's staff performing services under the AGREEMENT shall at all times be
employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to
its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for
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hiring, review, and termination of its staff and shall be accountable for all reports and
obligations respecting them, such as social security, income tax withholding,
unemployment compensation, workers' compensation and similar matters.
18. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the United States mail, registered or certified
mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Larry Roberson, Senior Contracts Administrator
Copy: Jeffrey Mohr, Engineering Manager
JACOBS PROJECT MANAGEMENT COMPANY
3161 Michelson Drive, Suite 500
Irvine, CA 92612
Attention: Allan Tanjuaquio, Principal-in-Charge
Copy: Peter M. Magallones, Vice President
All communication regarding the Scope of Work, will be addressed to the Engineering
Manager. Direction from other SANITATION DISTRICT staff must be approved in writing
by the SANITATION DISTRICT's Engineering Manager prior to any action by the
CONSULTANT.
19. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this AGREEMENT, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT at the address
listed in Section 18 - Notices.
20. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this AGREEMENT shall become the property of
the SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, electronic materials, computation and study materials in
its files pertaining to the work described in this AGREEMENT, which is requested in
writing by the SANITATION DISTRICT.
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21. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays employees
not less than the minimum wage as defined by law, and that it does not discriminate in
its employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all Federal, State and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
22. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each Party is a person duly authorized to
execute this AGREEMENT for that Party.
23. DISPUTE RESOLUTION
In the event of a dispute arising between the Parties regarding performance or
interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
24. ATTORNEYS FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT,
the prevailing Party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
25. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT's sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT's fees and costs and the
SANITATION DISTRICT's general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from or are in any manner related, directly or
indirectly, to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of
the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals,
officers, agents, employees, suppliers, Subconsultants, subcontractors, and/or anyone
employed directly or indirectly by any of them, regardless of any contributing negligence
or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein
shall be construed to require CONSULTANT to indemnify the Indemnified Parties from
any Claim arising solely from:
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(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, supplier,
Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of
them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances
shall the insurance requirements and limits set forth in this AGREEMENT be construed
to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms
of this AGREEMENT are contractual and the result of negotiation between the Parties
hereto. Accordingly, any rule of construction of contracts (including, without limitation,
California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this AGREEMENT.
CONSULTANT is indemnified in the SANITATION DISTRICT's construction contracts as
specified in the General Conditions.
26. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs
of defending the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this AGREEMENT until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
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27. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, as applicable, all of which may be
amended from time to time.
28. CLOSEOUT
When the SANITATION DISTRICT determines that all work authorized under the
AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further
work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in
accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give
the CONSULTANT written notice that the AGREEMENT will be closedout.
CONSULTANT shall submit all outstanding billings, work submittals, deliverables,
reports or similarly related documents as required under the AGREEMENT within thirty
(30)days of receipt of notice of AGREEMENT closeout.
Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall
commence a closeout audit of the AGREEMENT and will either:
i. Give the CONSULTANT a final AGREEMENT Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be
furnished, completed, or corrected at the CONSULTANT's cost.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the AGREEMENT. Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
Notwithstanding the final AGREEMENT Acceptance, the CONSULTANT will not be
relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its
obligations to complete any portions of the work, the non-completion of which were not
disclosed to the SANITATION DISTRICT(regardless of whether such nondisclosures
were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated
under all those provisions of the AGREEMENT which expressly or by their nature extend
beyond and survive final AGREEMENT Acceptance.
Any failure by the SANITATION DISTRICT to reject the work or to reject the
CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not
be deemed to be acceptance of the work by the SANITATION DISTRICT for any
purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for
final AGREEMENT Acceptance.
29. PROHIBITION
CONSULTANT is advised that it and each and every one of its Subconsultants are
precluded from proposing on any engineering, technical services, construction or any
other work that will be advertised by the SANITATION DISTRICT during the term of this
AGREEMENT.
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Per SANITATION DISTRICT's Policy Number 1.4, Recruitment and Selection, no former
SANITATION DISTRICT employee shall bill any hours or perform any work at the
SANITATION DISTRICT within one (1)year of leaving the SANITATION DISTRICT.
30. ENTIRE AGREEMENT
This AGREEMENT constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the
day and year first above written.
JACOBS PROJECT MANAGEMENT COMPANY
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Clerk of the Board Date
By
Contracts/Purchasing Manager Date
Attachments: Attachment"A" Scope of Work
Attachment"B" Not Used
Attachment"C" Not Attached
Attachment"D" Allowable Direct Costs
Attachment"E" Fee Proposal
Attachment"E-1" Maximum Hourly Rates
Attachment"F" Not Attached
Attachment"G" Not Used
Attachment"H" Not Attached
Attachment"I" Not Attached
Attachment"J" Not Used
Attachment"K" OCSD Safety Standards
LDR
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OPERATIONS COMMITTEE Neebng pate To ad.of Di,
03,02/16 --
AGENDA REPORT Item Number Item Number
6
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Bob Ghirelli, Assistant General Manager
SUBJECT: ENVIRONMENTAL SERVICES DEPARTMENT OVERVIEW
GENERAL MANAGER'S RECOMMENDATION
Information Only.
SUMMARY
BACKGROUND
Each month staff provides an informational presentation on topics of interest to the
Board of Directors. This month's topic is an overview of the newly created
Environmental Services Department.
RELEVANT STANDARDS
• Maintain a culture of improving efficiency
• Build brand, trust, and support with policy makers and community leaders
• Anticipate and plan for future regulations and legal requirements
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (m1w.ocsd.conn with the
complete agenda package:
N/A
Page 1 of 1
OPERATIONS COMMITTEE Neebng pate TO ad.of W.
03,02/16 --
AGENDA REPORTItem Number Item Number
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: ENERGY EFFICIENCY AUDIT FINDINGS
GENERAL MANAGER'S RECOMMENDATION
Information Only.
SUMMARY
BACKGROUND
Staff will present an informational report on the findings of the Energy Efficiency
Audit performed by The Energy Network.
RELEVANT STANDARDS
• Efficiency efforts reduce the cost to provide the current service level or standard.
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting.
• Provide a safe and collegial workplace.
PROBLEM
N/A
TIMING CONCERNS
N/A
RAMIFICATIONS OF NOT TAKING ACTION
N/A
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 1 of 2
ADDITIONAL INFORMATION
This item is in the General Manager's Work Plan under Operational Optimization.
"Energy Efficiency — Evaluate the energy savings opportunities identified by
The Energy Network (TEN). Present findings and implementation
recommendations to the Board of Directors by March 2016."
The consulting services were provided to OCSD at no cost through the California Public
Utilities Commission (CPUC) and Southern California Edison (SCE). The consulting
team is known as 'The Energy Network (TEN), and includes project managers,
technical experts, construction management, and contractors.
The team originally identified over 50 potential energy saving measures for
consideration. The measures focused primarily on energy intensive processes, such as
pumping and secondary treatment, and included efficiency upgrades of existing
equipment as well as process changes. From the initial list, five items were selected for
preliminary evaluation, and from that group, three items received detailed evaluation.
The measure with the most promising efficiency improvement involves the replacement
of existing lighting with LED lights. In addition to energy savings, this measure has the
potential to reduce maintenance costs, and to improve worker safety.
CEQA
N/A
BUDGET/ PURCHASING ORDINANCE COMPLIANCE
N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
N/A
Page 2 of 2
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
ICS Incident Command System
IERP Integrated Emergency Control Plan
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
GOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
PCSA Professional Consultant Services Agreement
POTW Publicly Owned Treatment Works
ppm Parts per million
PSA Professional Services Agreement
RFP Request For Proposal
Glossary of Terms and Abbreviations
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAW PA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Benthos — The community of organisms, such as sea stars, worms and shrimp, which live on, in, or
near the seabed, also know as the benthic zone.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
Glossary of Terms and Abbreviations
Certificate of Participation (COP) -A type of financing where an investor purchases a share of the
lease revenues of a program rather than the bond being secured by those revenues.
Contaminants of Potential Concern (CPC) - Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (D!f) - the dilution at which the majority of the people detect the odor
becomes the D(f for that air sample.
Greenhouse gases - In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect").
Groundwater Replenishment (GWR) System - A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)-Goals to support environmental and public expectations for performance.
NOMA- N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been
found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide
with extra ultra-violet treatment.
National Biosolids Partnership (NBP) - An alliance of the National Association of Clean Water
Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S.
Environmental Protection Agency (EPA). NBP is committed to developing and advancing
environmentally sound and sustainable biosolids management practices that go beyond regulatory
compliance and promote public participation in order to enhance the credibility of local agency
biosolids programs and improved communications that lead to public acceptance.
Plume-A visible or measurable concentration of discharge from a stationary source or fixed facility.
Publicly-owned Treatment Works (POTW)- Municipal wastewater treatment plant.
Santa Ana River Interceptor (SARI) Line - A regional brine line designed to convey 30 million
gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the
ocean for disposal, after treatment.
Sanitary sewer - Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban run-off.
South Coast Air Quality Management District (SCAQMD) - Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing emissions
from business and industry.
Secondary treatment - Biological wastewater treatment, particularly the activated-sludge process,
where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge - Untreated solid material created by the treatment of wastewater.
Total suspended solids (TSS)-The amount of solids floating and in suspension in wastewater.
Glossary of Terms and Abbreviations
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed —A land area from which water drains to a particular water body. OCSD's service area is
in the Santa Ana River Watershed.