HomeMy WebLinkAbout03-06-2019 Operations Committee Meeting Agenda Packet Orange County Sanitation District OJH V SAN,r Wednesday, March 6, 2019
Regular Meeting of the i °s 5:00 P.M.
OPERATIONS COMMITTEE Administration Building
Board Room
10844 Ellis Avenue
ENVP�P�W?
Fountain Valley, CA 92708
THE
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 Committee 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 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 Any items withdrawn from the Consent Calendar for separate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 Regular meeting of the Operations
Committee held on February 6, 2019.
2. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117
(Kathy Millea)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement with Schweitzer Engineering
Laboratories (SEL) to provide final design, programming, testing,
commissioning, and training for a load-shedding system and electrical power
system protective relays for Ocean Outfall System Rehabilitation, Project No.
03/06/2019 Operations Committee Agenda Page 1 of 4
J-117, Outfall Low Flow Pump Station, Contract No. J-117B, for a total amount
not to exceed $1,100,000; and
B. Approve a contingency of $110,000 (10%).
3. ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2, PROJECT NO. PS17-03
(Kathy Millea)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement with Lettis Consultants
International, Inc. to provide engineering services for the Active Fault Location
Study at Plant No. 2, Project No. PS17-03, for an amount not to exceed
$882,430; and
B. Approve a contingency of $88,243 (10%).
4. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126
(Kathy Millea)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for MMC, Inc. for Safety
Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2,
Contract No. J-126C;
B. Award a Construction Contract to MMC, Inc. for Safety Improvements
Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract
No. J-126C, for a total amount not to exceed $469,000; and
C. Approve a contingency of $46,900 (10%).
NON-CONSENT:
5. HEADWORKS REHABILITATION AT PLANT NO. 1, PROJECT NO. P1-105
(Kathy Millea)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a budget increase of $36,000,000 for Headworks Rehabilitation and
Expansion at Plant No.1, Project No. P1-105, for a total budget amount of
$406,000,000; and
B. Approve a contingency increase of $5,083,398 (29%) to the Professional
Design Services Agreement with Carollo Engineers for the Headworks
Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total
contingency amount of $8,939,398 (51%).
03/06/2019 Operations Committee Agenda Page 2 of 4
INFORMATION ITEMS:
6. ORANGE COUNTY SANITATION DISTRICT OPERATIONS & MAINTENANCE
DEPARTMENT PRESENTATION (Rob Thompson)
Each month, staff provides an informational presentation on topics of interest to the
Board of Directors. This month's topic: Orange County Sanitation District wastewater
treatment basics.
7. HEADQUARTERS COMPLEX AD HOC COMMITTEE UPDATE
(Rob Thompson)
Staff will provide an update on the recent Headquarters Complex Ad Hoc Committee
meeting.
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
ADJOURNMENT:
The next Regular Meeting of the Operations Committee meeting is scheduled for
April 3, 2019 at 5:00 p.m.
03/06/2019 Operations Committee Agenda Page 3 of 4
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, California, not less than 72 hours prior to the meeting date and time 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.
Agenda 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, MMC
Clerk of the Board
(714)593-7433
klore(a)ocsd.com
For any questions on the agenda, Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 jherberg(@ocsd.com
Assistant General Manager Rob Thompson (714)593-7310 rthompson(a)ocsd.com
Assistant General Manager Lorenzo Tyner (714)593-7550 Itvner(cDocsd.com
Director of Engineering Kathy Millea (714)593-7365 kmillea(a)ocsd.com
03/06/2019 Operations Committee Agenda Page 4 of 4
ITEM NO. 1
MINUTES OF THE
OPERATIONS COMMITTEE
Orange County Sanitation District
Wednesday, February 6, 2019, 5:00 p.m.
A meeting of the Operations Committee was called to order by Committee Chairwoman
Ellery Deaton on Wednesday, February 6, 2019 at 5:05 p.m. in the Administration
Building. Chair Deaton led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Ellery Deaton, Chair Jim Herberg, General Manager
Robert Collacott, Vice-Chair Rob Thompson, Assistant General Manager
Brad Avery Lorenzo Tyner, Assistant General Manager
Tom Beamish (Alternate) Celia Chandler, Director of Human Resources
Allan Bernstein Kelly Lore, Clerk of the Board
Doug Chaffee Bob Bell
Steve Jones Don Cutler
Lucille Kring Mike Dorman
Fred Smith Dean Fisher
Mariellen Yarc Alfredo Garcia
Dave Shawver, Board Chair Kevin Hadden
John Withers, Board Vice-Chair Courtney Light
Kathy Millea
COMMITTEE MEMBERS ABSENT: Jeff Mohr
Phil Hawkins Riaz Moinuddin
Jesus J. Silva Adam Nazaroff
Tyler Ramirez
OTHERS PRESENT:
Brad Hogin, General Counsel
Bob Ooten, Alternate Director (CMSD)
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Chair Deaton did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager Jim Herberg reminded the committee of the Board Orientation to be
held on February 20, 2019 at 3:00 p.m. Mr. Herberg also announced that a new addition
02/06/2019 Operations Committee Minutes Page 1 of 5
to the "green fleet", a Sewer Cleaning Combo truck, was on display in the parking area
and explained how the truck operates.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of the
Special meeting of the Operations Committee held on January 16, 2019.
AYES: Bernstein, Collacott, Deaton, S. Jones, Kring, Shawver,
F. Smith, Withers, and Yarc
NOES: None
ABSTENTIONS: Avery, Beamish (Alternate), and Chaffee
ABSENT: Hawkins and Silva
2. COATING INSPECTION AND CORROSION TESTING SERVICES
(Rob Thompson)
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to: Approve Professional Services Agreements to provide on-call
Coating Inspection and other Corrosion Testing Services for Collection System
and Treatment Plant projects, PSA2019-001, for a three-year period effective May
1, 2019, for an amount not to exceed $200,000 per individual agreement($600,000
total) with the following three firms:
• On-Site Technical Services, Inc.
• Corrpro Companies, Inc.
• CSI Services, Inc.
AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott,
Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins and Silva
3. SURVEYING SERVICES (Rob Thompson)
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to: Approve Professional Services Agreements to provide on-call
Surveying Services for Collection System and Treatment Plant projects, PSA2019-
002, for a three-year period effective May 1, 2019, for an amount not to exceed
$200,000 per individual agreement ($800,000 total) with the following four firms:
• Michael Baker International, Inc.
• Stantec Consulting Services, Inc.
• D. Woolley & Associates, Inc.
• Bush and Associates, Inc.
02/06/2019 Operations Committee Minutes Page 2 of 5
AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott,
Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins and Silva
4. GEOTECHNICAL TESTING SERVICES (Rob Thompson)
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to: Approve Professional Services Agreements to provide on-call
Materials Testing, Inspection, and Geotechnical Testing Services for Collection
System and Treatment Plant projects, PSA2019-003, for a three-year period
effective May 1, 2019, for an amount not to exceed $300,000 per individual
agreement ($900,000 total) with the following three firms:
• Ninyo & Moore
• SCST, Inc.
• Koury Engineering and Testing, Inc.
AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott,
Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins and Silva
5. QUARTERLY ODOR COMPLAINT REPORT (Rob Thompson)
MOVED, SECONDED, and DULY CARRIED TO: Receive and file the Fiscal Year
2018/19 Second Quarter Odor Complaint Summary.
AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott,
Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins and Silva
NON-CONSENT:
6. CEQA— FACILITIES MASTER PLAN, PROJECT NO. PS17-08
(Rob Thompson)
Assistant General Manager Rob Thompson introduced Engineering Manager
Kathy Millea who presented an informative PowerPoint regarding the statute, the
CEQA process, and when OCSD must consider CEQA. She explained the Master
Plan requirements and innovative public outreach techniques used to assist and
identify the environmental impacts of projects. Ms. Millea and General Counsel
02/06/2019 Operations Committee Minutes Page 3 of 5
Brad Hogin responded to questions regarding the Programmatic Environmental
Impact Report.
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Services Agreement with Dudek to provide
environmental services for the preparation of a California Environmental
Quality Act compliance document for the CEQA — Facilities Master Plan,
Project No. PS17-08, for an amount not to exceed $812,709; and
B. Approve a contingency of $81,270 (10%).
AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott,
Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins and Silva
7. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT
(Rob Thompson)
Mr. Thompson provided a brief overview of the intent of the Quarterly report and
introduced Engineering Manager Jeff Mohr who provided a PowerPoint regarding
the CIP performance report.
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to: Receive and file the Capital Improvement Program Contract
Performance Report for the period ending December 31 , 2018.
AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott,
Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins and Silva
INFORMATION ITEMS:
8. RESERVES AND INVESTMENTS POLICIES (Lorenzo Tyner)
Assistant General Manager Lorenzo Tyner provided an informative PowerPoint
presentation regarding the current Reserves and Investment Policies of the
Sanitation District.
DEPARTMENT HEAD REPORTS:
None.
02/06/2019 Operations Committee Minutes Page 4 of 5
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Board Chair Shawver recognized Chair Ellery Deaton as it was her last meeting as
Operations Chair, thanked her for her service on the Board of Directors and wished her
well.
ADJOURNMENT
Chair Deaton declared the meeting adjourned at 5:53 p.m. to the meeting to be held on
Wednesday, March 6, 2019 at 5:00 p.m.
Submitted by,
Kelly A. Lore, MMC
Clerk of the Board
02/06/2019 Operations Committee Minutes Page 5 of 5
OPERATIONS COMMITTEE Meeting Date To 3/ /f Dir.
03/06/19 03/27/19
AGENDA REPORT Item Number Item Number
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT: OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Services Agreement with Schweitzer Engineering
Laboratories (SEL) to provide final design, programming, testing, commissioning,
and training for a load-shedding system and electrical power system protective
relays for Ocean Outfall System Rehabilitation, Project No. J-117, Outfall Low Flow
Pump Station, Contract No. J-117B, for a total amount not to exceed $1,100,000;
and
B. Approve a contingency of $110,000 (10%).
BACKGROUND
Electrical power for the Orange County Sanitation District's (Sanitation District) Plant
No. 2 is supplied by its own Central Generation System (CenGen) and by Southern
California Edison (SCE). In a SCE power outage, the entire plant load is initially supplied
only by CenGen until standby diesel generator power starts to feed select loads. If the
load exceeds the operating CenGen capacity for a fraction of a second, CenGen will shut
down.
A centralized, Schweitzer Engineering Laboratories (SEL) high-speed load-shedding
system is being installed by Outfall Low Flow Pump Station, Contract No. J-117B, to
maintain plant operations during a SCE power outage by dynamically switching
equipment backed up by standby generators off CenGen and shutting down non-critical
equipment. The system utilizes microprocessor-based controllers and relays
interconnected in a dedicated high-speed network to monitor plant loads and critical
events to immediately shed excess low priority loads. This system also greatly reduces
the magnitude of potential arc flash events, which is an important safety concern for power
distribution equipment.
On March 28, 2018, the Board authorized staff to sole source SEL for the load-shedding
system and electrical power system protective relays and authorized staff to negotiate
sole source, professional services with SEL.
RELEVANT STANDARDS
• 24/7/365 treatment plant reliability
Page 1 of 3
• Maintain a culture of improving efficiency to reduce the cost to provide the current
service level or standard
PROBLEM
The implementation of the load-shedding and protective relaying systems requires a
specific expertise in programming, high-speed network design, and configuration to
guarantee the system performance. Timing and system performance is essential to
quickly trip loads before CenGen is overloaded and reduce arc flash hazards using
relay-to-relay communications. The load-shedding controller also has proprietary logic at
the core of its function that only SEL can configure.
PROPOSED SOLUTION
Award a Professional Services Agreement to SEL to provide qualified staff with extensive
experience in designing, programming, configuring, testing, and commissioning their
load-shedding and protective device systems at Plant No. 2 to meet the system
performance requirements.
TIMING CONCERNS
The Outfall Low Flow Pump Station, Contract No. J-11713, will be furnishing and installing
the materials for the load-shedding and protective relaying systems. The Professional
Service Agreement is required to complete the final network and communications design,
detailed installation drawings, and factory testing so the J-117B Contractor can install and
network the load-shedding and protective relaying equipment. A delay in issuing this
Processional Services Agreement may impact the completion of Contract No. J-11713.
RAMIFICATIONS OF NOT TAKING ACTION
The load-shedding system final design will not be completed and the system will not be
programmed, tested, commissioned, and put into operation.
PRIOR COMMITTEE/BOARD ACTIONS
March 2018 - Authorized staff to specify SEL as the sole source provider for current and
future projects equipment, materials, and services for electrical power system protective
relays and load-shedding systems at Plant Nos. 1 and 2; authorize staff to negotiate
service agreements for services related to protective relays and load-shedding systems
for current and future projects, and for on-going operations and maintenance at Plant
Nos. 1 and 2; and ratify the addition of Schweitzer Engineering Laboratories to the list of
pre-approved Original Equipment Manufacturers for procurements under $100,000 for
equipment, materials, and services for electrical power system protective relays and
load-shedding systems.
Page 2 of 3
ADDITIONAL INFORMATION
Staff worked collaboratively with SEL to develop the detailed professional services scope
of work to ensure that the required elements met the needs of Contract J-117B. A review
of the preliminary and final proposed pricing was conducted based on the Sanitation
District's experience programming control systems and performing factory testing and
field commissioning. Based on this review, staff determined the negotiated fee to be fair
and reasonable for these services.
The March 2018 estimate for the SEL load-shedding and protective relay systems for
Plant No. 2 was in the range of$1.5 million to$2.5 million. Based on SEL's actual material
costs on Contract No. J-117B and this Professional Services Agreement, the total
estimated cost is approximately $2.2 million.
CEQA
An Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting
Program for the Outfall Low Flow Pump Station, Contract No. J-117B, was adopted by
the Board on September 27, 2017. The Notice of Determination was filed with the Orange
County Clerk-Recorder on October 2, 2017.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Fiscal Year 2018-19 and 2019-20 Budget,
Section 8, Page 37) and the budget is sufficient for this action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• Professional Services Agreement
JM:MD:dm:gc
Page 3 of 3
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT, hereinafter referred to as
AGREEMENT, is made and entered into and is to be effective the 27th day of March 2019, by
and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and SEL ENGINEERING SERVICES, INC., 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 OUTFALL
LOW FLOW PUMP STATION, CONTRACT NO. J-117B ("Project") to provide professional
services for engineering support, including detailed network design, integration, programming,
factory demonstration testing, commissioning, training, and closeout of the Load Shed and
Substation LAN system, and to provide any necessary equipment or materials through
CONSULTANT or CONSULTANT'S subcontractors; and,
WHEREAS, CONSULTANT satisfies all qualification requirements identified in this
AGREEMENT and agrees to provide the professional services and equipment specified herein;
and,
WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of
professional services and equipment and has proceeded in accordance with said procedures to
select CONSULTANT to perform this work; and,
WHEREAS, at its regular meeting on March 27, 2019 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 mutual obligations, representations, and
promises contained in this AGREEMENT, the Parties hereby agree as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish all professional services and equipment necessary 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, and completeness and coordination of the work and services furnished
by the CONSULTANT under this AGREEMENT, including the work performed by
its Subconsultants. Where approval by the SANITATION DISTRICT is required,
it is understood that any such approval shall operate as conceptual approval only
and shall not relieve the CONSULTANT of responsibility for complying with all
applicable laws, regulations, codes, or industry standards, and shall not limit or
reduce CONSULTANT's liability for any and all damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants to the extent indicated herein.
PSA CONTRACT NO.J-117B
Revision 080118 OUTFALL LOW FLOW PUMP STATION
Page 1 of 18
B. CONSULTANT is solely responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed to the highest industry
standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all comments, suggestions, and recommendations from the
SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its
agent, shall be incorporated into the work prior to the next review deadline or
addressed, in writing, as to why the comment(s) has/have not been incorporated.
CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e. correct references, terms, capitalization or equal status,
spelling, punctuation, etc.).
C. In the event that CONSULTANT's services and/or work product(s) is not to the
satisfaction of the SANITATION DISTRICT and/or does not conform to the
requirements of this AGREEMENT or applicable laws, regulations, or industry
standards, the CONSULTANT shall, without additional compensation, promptly
correct or revise any errors or deficiencies in its work product(s) within the
timeframe specified by the Project Manager in accordance with Section 1.E below
and any other Warranty provided herein.
D. Any CAD drawings, figures, and other work produced by CONSULTANT and
Subconsultants shall be completed pursuant to the SANITATION DISTRICT CAD
Manual. Conversion of CAD work from any other non-standard CAD format to
the SANITATION DISTRICT format shall not be acceptable in lieu of this
requirement.
Electronic files shall conform to all SANITATION DISTRICT specifications. Any
changes to these specifications by the CONSULTANT are subject to review and
require advance written approval of the SANITATION DISTRICT.
E. Submittals, including electronic files, shall be subject to an acceptance review
period of five (5) calendar days during which the SANITATION DISTRICT shall
perform appropriate reviews to ensure compliance with SANITATION
DISTRICT's internal standards and requirements, including CAD Manual
compliance. CONSULTANT shall correct any discrepancies or errors detected
and reported within the acceptance period at no additional cost to the
SANTITATION DISTRICT. CONSULTANT's revisions shall be submitted to
SANITATION DISTRICT within five (5) calendar days of CONSULTANT's receipt
of the SANITATION DISTRICT's revision request, for the second review period of
no more than five (5) days. Should there be further requests for revisions by
SANITATION DISTRICT or, should SANITATION DISTRICT take more than the
five (5) day review period to respond to CONSULTANT, the Project schedule will
be adjusted to account for any further delays in order to gain SANITATION
DISTRICT's acceptance. The Parties understand and agree that SANITATION
DISTRICT shall have no responsibility to review submittals for compliance with
any applicable laws, regulations, or industry standards, and further agree that
nothing in this AGREEMENT shall limit CONSULTANT's responsibility to ensure
that all submittals or other work product conform with all applicable laws,
regulations, and industry standards.
F. The Parties understand that the provision of consulting services under this
AGREEMENT may require CONSULTANT and SANITATION DISTRICT to
PSA CONTRACT NO.J-117B
Revision 080118 OUTFALL LOW FLOW PUMP STATION
Page 2 of 18
provide certain Confidential Information to the other Party. Confidential
Information includes, without limitation, any information, design, process,
procedure, formula, data, concept, or know how, regardless of form or means of
conveyance, that is: (i) valuable and secret in the sense that its confidentiality
affords the disclosing party a competitive advantage over its competitors; (ii)
confidential or proprietary, whether or not patentable or copyrightable; or (iii)
related to a Party or its business operations, financials, performance results,
product planning, marketing strategies, pricing, customers, prospects, suppliers,
products, computers, software and any related information (including the
existence and terms of this Agreement). Confidential Information shall not include
any information, design, process, procedure,formula, data, concept, or know how
that: (i) is known to the receiving Party prior to disclosure by the disclosing Party,
(ii) is independently developed by a Party without use of any Confidential
Information, (iii) is or becomes lawfully available to the receiving Party on a non-
confidential basis from a source other than the disclosing Party, or (iv) that the
disclosing Party authorizes for release in writing. The receiving Party shall use
Confidential Information solely in connection with discussions with the disclosing
Party and any resulting business transactions between the Parties, provided such
use does not violate the terms of this AGREEMENT. The receiving Party shall
not use, share, or exploit Confidential Information for the Party's own benefit or
that of any third party and shall only use Confidential Information as contemplated
by this Agreement or as otherwise specifically authorized in writing by the
disclosing Party. The receiving Party shall not make any more copies of
Confidential Information than are necessary for its use pursuant to this
Agreement. Except as may be required by law or otherwise permitted herein, the
receiving Party shall not disclose to any third party any of the Confidential
Information of the disclosing Party, or the fact that discussions between the
parties are taking place or any of the terms, conditions or other facts with respect
thereto, including the status thereof, without the prior written consent of the
disclosing Party. The Parties may disclose Confidential Information to officers,
directors, employees, service providers, consultants, subcontractors, agents and
attorneys (collectively, "Representatives") with a need to know the Confidential
Information in order to complete the services contemplated in this AGREEMENT,
provided the receiving Party binds those Representatives to terms at least as
restrictive as those in this Agreement. The Parties agree to take commercially
reasonable efforts to prevent the improper disclosure or dissemination of
Confidential Information and shall be responsible for any breach of this
Agreement by any person to whom the receiving Party discloses any Confidential
Information. In the event that either Party is required by law, governmental
authority, or judicial order, according to advice of counsel, to disclose any
Confidential Information covered by this Agreement, the Party being compelled
to disclose shall provide the other Party with prompt notice of such pending
disclosure so that the other party may seek a protective order, if appropriate. The
receiving Party shall use at least the same degree of care (and, in any event, not
less than a reasonable degree of care) in protecting the disclosing Party's
Confidential Information as it exercises in protecting its own similar Confidential
Information. The receiving Party shall notify the disclosing Party immediately
upon discovery of any unauthorized use or disclosure of Confidential Information,
or any other breach of this Agreement, and shall cooperate in every reasonable
way with the disclosing Party to help regain possession of Confidential
Information and prevent its further unauthorized use and/or disclosure. The
PSA CONTRACT NO.J-117B
Revision 080118 OUTFALL LOW FLOW PUMP STATION
Page 3 of 18
Parties acknowledge that irreparable harm may result from use or disclosure of
Confidential Information in violation of this AGREEMENT and agree that, in the
event of breach or threatened breach of this AGREEMENT by either Party, the
other party shall have remedy in law and/or equity, including without limitation
appropriate injunctive relief or specific performance, as may be granted by a court
of competent jurisdiction. The termination, expiration, or completion of the
consulting relationship established under this AGREEMENT shall not relieve the
Parties or their Representatives of their obligations under this provision, including
the obligation to prevent improper disclosure, use, or dissemination of
Confidential Information.
2. COMPENSATION
Total fixed-price compensation shall be paid to CONSULTANT for services completed
and equipment delivered in accordance with the scope of work detailed in Attachment A-
SCOPE OF WORK in the amount of$
3. PROGRESS AND OTHER REPORTS
A. Progress Reports. CONSULTANT will submit a progress report with each invoice
reflecting the amount of funds expended in labor and/or in other Project costs for
the invoice submitted and in total for the Project by milestone. The progress
reports shall summarize the stage of completion the Project as a whole, address
any concerns or delays which may be foreseen, and identify potential items which
may require a change order which are not included in the Final Scope of Work
attached herein.
4. PAYMENT
A. Upon completion of any Project milestone, CONSULTANT shall submit invoices,
hereinafter referred to as"Milestone Invoices,"to the SANITATION DISTRICT. All
Milestone Invoices shall include a Progress Report as specified in Section 3.
CONSULTANT shall warrant and certify the accuracy of the amounts invoiced for
each fixed price milestone. CONSULTANT understands that submitted prices
are subject to Section 11 Audit Provisions.
B. CONSULTANT will submit Milestone Invoices covering milestones tasks
performed for payment no later than the second Wednesday of the following
month after completion of the milestone and in the format required by the
SANITATION DISTRICT. The format must include, at a minimum:
(a) current milestone being invoiced and the dollar amount
(b) current total Project percent invoiced to date and the dollar amount
(c) remaining total Project percent to be invoiced and the dollar amount
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT net thirty (30) days of the date of
CONSULTANT's invoice for one hundred percent(100%)of the invoiced amount.
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C. Upon satisfactory completion of the Scope of Work performed hereunder and
prior to final payment under this AGREEMENT for such Scope of Work, or upon
prior settlement following 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 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 $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 the 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.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees or Subconsultants who
will perform public works during the Agreement, as more specifically defined
under Labor Code Section 1720, CONSULTANT shall be subject to, and shall
comply with, all prevailing wage requirements with respect to such employees,
and will ensure that all Subconsultants comply with all applicable prevailing wage
requirements.
6. 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 et seq.,
CONSULTANT and Subconsultants shall comply with the registration
requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
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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 at all times comply with all applicable provisions of the Labor Code,
including 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 the SANITATION DISTRICT
and/or members of the 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, including those
described in Title 8, California Code of Regulations Section 16461(e).
7. INTELLECTUAL PROPERTY.
A. CONSULTANT retains all intellectual property rights to anything created, owned,
conceived, reduced to practice, or fixed in a tangible medium by CONSULTANT
before the Project or outside of the scope of the Project and any improvement
based solely thereon ("CONSULTANT Background Technology").
B. SANITATION DISTRICT will own all intellectual property rights to improvements
which are made (fixed in a tangible medium of expression or conceived and
reduced to practice) and delivered to SANITATION DISTRICT under the Project,
subject to CONSULTANT ownership of CONSULTANT Background Technology.
C. Subject to CONSULTANT's ownership of CONSULTANT BACKGROUND
TECHNOLOGY, SANITATION DISTRICT will retain sole ownership of any and all
Work Product provided by the CONSULTANT under this AGREEMENT. Work
Product includes, but is not limited to, all drafts, data, correspondence, proposals,
and reports (collectively, "Work Product") compiled, composed, or created by
CONSULTANT under this AGREEMENT. Notwithstanding the foregoing,
SANITATION DISTRICT shall not share, disclose, or disseminate any Work
Product provided by the CONSULTANT with any third parties without the
CONSULTANT's written consent.
D. CONSULTANT grants SANITATION DISTRICT a perpetual, worldwide, non-
exclusive, non-transferrable, personal, revocable, limited license to use and
modify CONSULTANT Background Technology that are integrated into the
Project only for the purpose of operation, repair, modification, extension, and
maintenance of the Project. SANITATION DISTRICT agrees to indemnify, defend
and hold harmless CONSULTANT and all related parties from and against any
changes made by SANITATION DISTRICT or others relating to design documents
produced by CONSULTANT.
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8. 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 VIII, 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,
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 Four Million Dollars ($4,000,000) annual
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, contractual liability, products liability/completed operations
(including any product manufactured or assembled), broad form property
damage, independent contractor liability, personal and advertising injury. 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
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. Automotive/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
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trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) 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. Drone Liability Insurance
If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form
acceptable to the SANITATION DISTRICT.
F. 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
($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.
G. 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 One Million Dollars
($1,000,000) 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 one (1) year 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, new coverage shall be obtained for the required period to insure for
the prior acts of CONSULTANT during the course of performing services under
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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
expiration date of said policy and shall provide renewal certificates not less than
ten (10) days prior to the expiration of each policy term.
H. 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. In such case of a claim, the SANITATION
DISTRICT reserves the right to require complete, certified copies of the
applicable insurance policies, including endorsements, effecting the coverage
required. 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 2001 10 01 and CG 2037 04 13.
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
I. 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
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, the CONSULTANT and its
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insurance broker/agent shall send to the SANITATION DISTRICT a certified letter
which includes a description of the changes in coverage. The certified letter must
be sent to the attention of Risk Management, 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 otherwise reduce or limit
the scope of insurance coverage provided to the SANITATION DISTRICT.
J. 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.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed to 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 pursuant to this
Agreement.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention will be the responsibility of
CONSULTANT. The SANITATION DISTRICT will not be required to pay any
deductibles and/or self-insured retention with regard to any claims filed on
CONSULTANT's policies.
M. 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.
9. SCOPE CHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, 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, including, but not limited to any additional CONSULTANT's fees.
10. PROJECT TEAM AND SUBCONSULTANTS
Prior to the execution of this Agreement, CONSULTANT shall provide to SANITATION
DISTRICT, and the SANITATION DISTRICT shall approve, a list containing the names
and full description of all Subcontractors/Subconsultants and CONSULTANT's Project
team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to
be done by each Subcontractor/Subconsultant and each of CONSULTANT's Project
team member. CONSULTANT shall include the respective compensation amounts for
CONSULTANT and each Subcontractor/Subconsultant, broken down as indicated in
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Section 2- COMPENSATION. SANITATION DISTRICT must approve CONSULTANT's
list of Subcontractors, Subconsultants, and Project team members prior to the initiation
of any work under this AGREEMENT. SANITATION DISTRICT retains the right to
prevent CONSULTANT from using certain Subcontractors, Subconsultants, or Project
team members if SANITATION DISTRICT reasonably believes such Subcontractors,
Subconsultants, or Project team members are unqualified or unfit.
There shall be no substitution of the listed Subcontractors/Subconsultants without prior
written approval by the SANITATION DISTRICT.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants 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, the services of a registered engineer are required, such services
will be performed by, or under the direct supervision of, registered engineers who are
registered in California.
12. AUDIT PROVISIONS.
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit applicable records, documents and any other evidence of procedures
and practices that are reasonably related to the CONSULTANT's work under this
AGREEMENT and which may be 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 Subcontractors/Subconsultants during the term of this
AGREEMENT and for a period of three (3) years after its termination.
B. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices. The CONSULTANT shall make
available to the SANITATION DISTRICT for review and audit, all Project related
accounting records and documents for the type of work provided within 15 days
after receipt of notice from 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.
C. It is understood that CONSULTANT will not release the make-up of its labor rates
nor product prices nor the formulas or processes used to determine such rates
and prices.
13. 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
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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
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.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this AGREEMENT, or changes thereto, shall be affected 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 and addressed as follows:
SANITATION DISTRICT:
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Contracts Administrator
Copy: Project Manager
CONSULTANT:
SEL ENGINEERING SERVICES, INC.
Dita Wexler, Contracts and Risk Manager
2350 NE Hopkins Court
Pullman, WA 99163
Phone: 509-332-1890
Fax: 509-332-7990
Email: selcontracts@selinc.com
All communication regarding the Scope of Work will be addressed to the Project Manager
identified above. Direction from other SANITATION DISTRICT staff must be approved
in writing by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
15. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, after 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 and any non-
cancellable obligations incurred for the Project.
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 14 - NOTICES.
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16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project which have been paid for but not yet
delivered by CONSULTANT shall become the property of the SANITATION DISTRICT
upon the termination or completion of the work in accordance with Section 7 herein.
17. 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.
18. 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.
19. 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 and approved by
both Parties.
20. 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) or arbitration 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 he may be entitled.
21. WARRANTY
CONSULTANT warrants to SANITATION DISTRICT that CONSULTANT-manufactured
products or equipment ["Product(s)"] are free from defects in material and workmanship
for ten (10) years after delivery to SANITATION DISTRICT for all CONSULTANT
Products, including CONSULTANT-manufactured control enclosure structures and
panels. The sole and exclusive warranties for any software are set forth in the
CONSULTANT Software License Agreement. The warranty described herein is
conditioned upon proper storage of Products and shall be void in its entirety if
SANITATION DISTRICT modifies Products without prior written consent to, and
subsequent approval of, any such modifications by CONSULTANT, or if SANITATION
DISTRICT uses Products for any applications that require product listing or qualification
not specifically included in the CONSULTANT written quotation or proposal. If any
Product fails to conform to this warranty and SANITATION DISTRICT properly notifies
CONSULTANT of such failure and returns the Product to CONSULTANT's factory for
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diagnosis (and pays all expenses for such return), CONSULTANT shall correct any such
failure by, at its sole discretion, either repairing any defective or damaged Product part(s)
or making available any necessary replacement part(s) or Product(s). CONSULTANT
will pay the freight to return the Product to the SANITATION DISTRICT (Carriage Paid
to (CPT) customer's place of business). If CONSULTANT is unable or unwilling to repair
or replace, CONSULTANT and SANITATION DISTRICT shall negotiate an equitable
resolution such as a prorated refund or credit to the SANITATION DISTRICT's account.
Any Product repair or upgrade shall be covered by this warranty for the longer of one (1)
year from date of repair or the remainder of the original warranty period. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS
OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF
PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT WARRANTY OF
TITLE AND AGAINST PATENT INFRINGEMENT. CONSULTANT shall, whenever
possible, pass the original manufacturer warranty to SANITATION DISTRICT for non-
CONSULTANT products and/or services. CONSULTANT does not warrant non-
CONSULTANT products and/or services, including non-CONSULTANT control
enclosure structures, and non-CONSULTANT products within CONSULTANT panels,
control enclosure structures and systems, and products or prototypes provided by
CONSULTANT for testing, marketing, or loan purposes.
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards and in a manner consistent with the degree of care and skill
ordinarily exercised by members of the same profession currently practicing under
similar circumstances. If, within the 12-month period following completion of
CONSULTANT's services under this AGREEMENT,the SANITATION DISTRICT informs
CONSULTANT that any part of the services fails to meet those standards,
CONSULTANT shall reperform (or, at CONSULTANT's option and subject to
SANITATION DISTRICT approval, pay a third party to reperform) any of its defective
services (including services performed in conjunction with CONSULTANT systems) at
no cost to SANITATION DISTRICT upon receipt of such notice detailing the defective
service(s). CONSULTANT shall, within a reasonable 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 and subject to the provisions of California Civil Code
Section 2782.8, 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, and agents (collectively the "Indemnified Parties"), from and against any and
all claims, damages, liabilities, causes of action, suits, losses, judgments, fines,
penalties, costs and expenses (including reasonable attorneys' fees, disbursements and
court costs; individually, a "Claim"; collectively, "Claims")which may arise from, or are in
any manner related to, work, operations, activities, or services performed by, or under
the supervision of, CONSULTANT pursuant to this AGREEMENT. Such Claims include,
but are not limited to, any negligent acts or omissions, recklessness and/or willful or
intentional misconduct of CONSULTANT or CONSULTANT's principals, officers, agents,
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employees, suppliers, Subconsultants, subcontractors, and/or any person or entity
employed directly or indirectly by any such party
Notwithstanding the foregoing, nothing herein shall be construed to require
CONSULTANT to indemnify the Indemnified Parties from any Claim or any portion
thereof arising from:
(a)the negligence or willful misconduct of the Indemnified Parties as determined in
a final judgment, arbitration, award, order, settlement, or other final resolution of
the matter; or
(b)a natural disaster or other act of God, such as an earthquake; or
(c)the action(s) of an independent third party who is wholly unrelated to the
Indemnified Parties, the CONSULTANT, and CONSULTANT's principals,
officers, agents, employees, suppliers, Subconsultants, and subcontractors,
including any person or entity employed directly or indirectly by any of the
aforementioned parties.
Exceptions (a)through (c) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify, defend, protect, and hold harmless the Indemnified
Parties, from Claims arising from more than one cause if any such cause due to
Contractor's negligence taken alone would otherwise result in the obligation to indemnify
hereunder.
To the extent permitted by law, 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 to the extent
allowed herein. In no event, whether as a result of breach of contract, indemnity,
warranty, tort (including negligence), strict liability or otherwise, shall either Party be
liable to the other Party or their insurers for any loss or damage which is not covered by
the negligent Party's insurance, for an amount of Four Million Dollars ($4,000,000)and
any liability shall terminate upon the expiration of the warranty period. No claim,
regardless of form, arising under this AGREEMENT may be brought by a Party outside
of the applicable California statute of limitations. In no event, whether as a result of
breach of contract, indemnity, warranty, tort (including negligence), strict liability or
otherwise, shall either Party be liable for any special, consequential, incidental, liquidated
or punitive damages, including without limitation any loss of profit or revenues, loss of
use of products or associated equipment, damage to associated equipment, cost of
capital, cost of substitute products, facilities, services or replacement power, downtime
costs or claims of either Party's customers for such damages. The terms of this
AGREEMENT are contractual and the result of negotiation between the parties hereto.
Accordingly, 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
CONSULTANT's duty to defend the Indemnified Parties from a Claim brought hereunder
is subject to California Civil Code section 2782.8. Such defense obligation shall arise
immediately upon presentation of a Claim by any person if 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
PSA CONTRACT NO.J-117B
Revision 080118 OUTFALL LOW FLOW PUMP STATION
Page 15 of 18
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, in whole or in part, to the negligence, recklessness, or willful
misconduct of the CONSULTANT, then the SANITATION DISTRICT will reimburse
CONSULTANT for the reasonable costs of defending the Indemnified Parties against
such claims for the portion and extent of the SANITATION DISTRICT's adjudicated
negligence, recklessness, or willful misconduct. In no event shall the costs to defend the
Indemnified Party charged to the Consultant exceed the Consultant's proportionate
percentage of fault.
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 is fully and finally barred by the applicable statute of limitations.
24. 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, as may be amended
from time to time.
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.
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 unless such
costs were approved for expenditure by the SANITATION DISTRICT.
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 applicable provisions of the AGREEMENT which expressly or by their nature
PSA CONTRACT NO.J-117B
Revision 080118 OUTFALL LOW FLOW PUMP STATION
Page 16 of 18
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. This Agreement may be modified or amended only by a written document
executed by the Parties and by persons with authority to execute the same.
27. Work Suspension
De-mobilization and re-mobilization which is written into the Project schedule is not
considered Work Suspensions under this article. Work Suspensions herein are defined
as those suspensions which are not planned and therefore are not expected and would
require additional funding to cover such costs. Should the Sanitation District require
Consultant to suspend progress on the Consultant's work which would require Consultant
to shut down the Project until such time the Sanitation District provides notice to
Consultant to re-start the Project, or the Sanitation District does not respond within thirty
(30) days to a request for information or other key decision points needed for the Project
to remain active and progressing, the Sanitation District agrees to pay Consultant$10,000
for such situations which would require Consultant to demobilize and re-mobilize the
Project for each and every situation.
Upon written notice from the Sanitation District to re-mobilize the Project, Sanitation
District will also Provide a revised Project schedule which extends the Project dates by, at
least, the same amount of time as the time of the suspension of the Project.
Should Consultant's staff be unavailable to re-start the work due to workload incurred
during the Work Suspension, the revised schedule shall also take this into account for
extending the dates for reasonable completion periods.
In the event that a Project is shut down or suspended due the reasons noted in this
Section, for a period of more than forty-five (45) days, Consultant, will charge the
Sanitation District and the Sanitation District agrees to pay Consultant additional a 20%
restocking fee for any material that has been ordered but not delivered or installed which
can be returned for credit. If such material is customized and cannot be re-stocked, the
Sanitation District agrees to pay for any for the actual cost for the portion of the customized
material that cannot be re-stocked.
PSA CONTRACT NO.J-117B
Revision 080118 OUTFALL LOW FLOW PUMP STATION
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.
SEL ENGINEERING SERVICES, INC. and it's affiliates
By
Date
Printed Name & Title
ORANGE COUNTY SANITATION DISTRICT
By
David John Shawver Date
Board Chairman
By
Kelly A. Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and
Materials Management Manager
Attachments: Attachment"A"—Scope of Work
Attachment "B"— Not Used
Attachment"C"— Not Used
Attachment"D"—Not Used Attachment"E"— Not Used
Attachment"F"— Not Used
Attachment"G"— Not Used
Attachment "H"— Not Used
Attachment"I"— Not Used
Attachment"J"— Approved Subconsultants and/or Subcontractors
Attachment"K" -- OCSD Safety Standards
XX:xx
PSA CONTRACT NO.J-117B
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Page 18 of 18
OPERATIONS COMMITTEE Meeting Date To Bd.of Dir.
03/06/19 03/27/19
AGENDA REPORT Item Number Item Number
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT: ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2, PROJECT NO.
PS 17-03
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Services Agreement with Lettis Consultants International,
Inc. to provide engineering services for the Active Fault Location Study at Plant
No. 2, Project No. PS17-03, for an amount not to exceed $882,430; and
B. Approve a contingency of $88,243 (10%).
BACKGROUND
The Orange County Sanitation District's (Sanitation District) Treatment Plant No. 2 in
Huntington Beach is subject to various risks involving seismic (earthquake) events. In
addition to differential ground settlement, soil liquefaction, and sliding hazards, there are
also fault rupture risks since Plant No. 2 spans a portion of the Newport-Inglewood fault
zone. In the course of recent projects, the southern and central portions of the plant have
been investigated for active faults and fault rupture potential, and some have been
identified. From the information gathered to date, it is probable that additional active faults
are present at the plant.
RELEVANT STANDARDS
• Protect Orange County Sanitation District assets
• Sustain 1, 5, 20-year planning horizons
• 24/7/365 treatment plant reliability
PROBLEM
Plant No. 2 resides on an active fault zone. It is important to identify all active fault lines
in the facility. If a fault rupture occurs, the earth can rip along the fault line in different
directions. If this were to occur underneath a Sanitation District facility, the result could
be catastrophic for the facility.
Page 1 of 4
PROPOSED SOLUTION
Conduct a comprehensive fault identification and displacement study. The study will
provide the Sanitation District with a more complete understanding of fault rupture risks
at Plant No. 2 and be a beneficial tool for locating future facilities.
TIMING CONCERNS
Conducting this study now will provide guidance for future Capital Improvement Program
projects that are identified as part of the 2017 Facilities Master Plan and the 2018
Biosolids Master Plan.
RAMIFICATIONS OF NOT TAKING ACTION
Not performing a plant-wide active fault location study for Plant No. 2 will only leave a
partial understanding of the seismic risks at the site.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Consultant Selection:
The Sanitation District advertised a Request for Proposal (RFP) for Active Fault Location
Study at Plant No. 2, Project No. PS17-03, on June 26, 2018. The following evaluation
criterion were described in the RFP and used to determine the most qualified Consultant.
CRITERION WEIGHT
Project Understanding and Approach 40%
Related Project Experience 30%
Project Team and Staff Qualifications 30%
Six proposals were received on August 7, 2018 and evaluated in accordance with the
evaluation process set forth in the Sanitation District Board of Directors' Purchasing
Ordinance No. OCSD-52 (Purchasing Ordinance), by a pre-selected Evaluation Team
consisting of the following Sanitation District staff.
Eros Yong Engineering Supervisor, Planning
Don Cutler Engineering Supervisor, PMO
Jacob Dalgoff CIP Project Manager, PMO
The Evaluation Team included one non-voting representative from the Contracts
Administration Division and one non-voting technical advisor from the Planning Division.
Page 2 of 4
Following scoring by the Evaluation Team, five Consultants were shortlisted for interviews
on September 19, 2018. Following the interviews, each member of the Evaluation Team
ranked the Consultants based on both the proposals and interviews using the evaluation
criterion and weighting described above. Based on the ranking shown below, Lettis
Consultants International, Inc. was selected as the most qualified Consultant.
PROPOSAL EVALUATION
Lettis AECOM Wood
Consultant Consultants Technical Kleinfelder, Geosyntec Environmental
Evaluator International, Services, Inc. Consultants, &Inc. Infrastructure
Inc. Inc.
Solutions, Inc.
Evaluator 1 1 St 2nd 3rd 5tn 4m
Evaluator 2 1 St 2nd 3rd 4tn 5m
Evaluator 3 1 St 1 St 3rd 4tn 5tn
Combined iSt 2nd 3rd 4tn 5tn
Rankin
The team from Lettis Consultants International, Inc. demonstrated the best understanding
and approach to tie the deeper, active faults to the surface where Sanitation District
assets will be affected, and where they have worked with other municipalities to guide
them through the process.
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals. In accordance with the
Purchasing Ordinance, 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 Lettis Consultants International, Inc. to review contract
language, clarify the requirements of the Scope of Work, the assumptions used for the
estimated level of effort, and the proposed approach to meet the goals and objectives for
the project. Three meetings were conducted to reach final consensus on the project
scope and fees. The negotiations resulted in a minor decrease in the level of effort
(hours). However, there is an increase to the negotiated fee. This occurred because
their insurance carrier could not meet the Sanitation District's standard requirements. A
new insurance carrier was retained, and this increased their overhead costs.
Original Fee Negotiated Fee
Proposal
Total Hours 4,297 4,283
Total Fee $868,701 $882,430
Page 3 of 4
The Consultant's fringe and overhead costs, which factor into the billing rate, have been
substantiated. The contract profit for the prime consultant is 9.59%, which is based on
an established formula for the Sanitation District's standard design agreements.
Based on the above, staff has negotiated the final fee for this project, is confident it is
representative of the required level of effort, and recommends award of the Professional
Services Agreement to Lettis Consultants International, Inc.
CEQA
The Sanitation District, as lead agency, has determined that the proposed Study is
exempt from CEQA pursuant to CEQA Guidelines Section 15262 [Feasibility and
Planning Studies]. Specifically, "A project involving only feasibility or planning studies for
possible future actions which the agency, board or commission has not approved,
adopted or funded does not require that preparation of an EIR or negative declaration,
but does require consideration of environmental factors".
The proposed Active Fault Location Study at Plant No. 2, Project No. PS17-03, will
analyze and make recommendations for use in future capital facilities improvements as
a planning tool, which does not commit the Sanitation District to implement any specific
project.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. Budget for the project, PS17-03, Active Fault Location Study at Plant No. 2,
Project No. PS17-03, is included in the Planning Studies Program budget for Fiscal Years
FY2018-19 and FY2019-20 (Section 8, and Page 51) and the project budget is sufficient
for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• Professional Services Agreement
JGD:sa:gc
Page 4 of 4
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 27th day of March, 2019, by
and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and Lettis Consultants International, Inc., 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 Active Fault
Location Study at Plant No. 2, Project No. PS17-03, to provide professional services to
provide a site-specific fault study in the remaining locations other than what has already been
assessed in J-117 and P2-98. The study will identify active faults crossing the site and establish
a pre-determined setback buffer zone. This study will include data collection, developing an
exploration plan and an active fault evaluation at Plant 2 for use in future capital facilities
improvements and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary professional 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 27, 2019 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 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, and completeness and coordination of the work and 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 applicable laws, regulations,
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. CONSULTANT will require the same in all
contracts with any Subconsultants it hires for work performed under this AGREEMENT.
PSA PROJECT NO. PS17-03
Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2
Page 1 of 20
B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed in accordance with the
generally accepted industry standards for clarity, uniformity, and completeness.
CONSULTANT shall timely respond to all comments, suggestions, and
recommendations from the SANITATION DISTRICT. All comments from the
SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to
the next review deadline or addressed, in writing, as to why the comment(s)
has/have not been incorporated. CONSULTANT shall ensure that each submittal
is 100% accurate for the level of work submitted (i.e. correct references, terms,
capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the
satisfaction of the SANITATION DISTRICT and/or does not conform to the
requirements of this AGREEMENT or the applicable industry standards, the
CONSULTANT shall, without additional compensation, promptly correct or revise
any errors or deficiencies in its work product(s) within a reasonable timeframe to
be specified by the Project Manager. The SANITATION DISTRICT may charge to
CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. Any CADD drawings, figures, and other work produced by CONSULTANT and
Subconsultants using the SANITATION DISTRICT CAD Manual. 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 conform to the SANITATION DISTRICT specifications. Any
changes to these specifications by the CONSULTANT are subject to review and
require advance written approval of the SANITATION DISTRICT.
Electronic files shall be subject to an acceptance period of 30 calendar days
during which the SANITATION DISTRICT shall perform appropriate reviews and
including CAD Manual compliance. CONSULTANT shall correct any
discrepancies or errors detected and reported within the acceptance period at no
additional cost to the SANTITATION DISTRICT.
E. All professional services performed by the CONSULTANT, including, but not
limited to, all drafts, data, correspondence, proposals, and reports 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 party 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, or (b) subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
PSA PROJECT NO. PS17-03
Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2
Page 2 of 20
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 Eight Hundred Eighty-
two Thousand Four Hundred Thirty Dollars ($882,430). 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 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.
PSA PROJECT NO. PS17-03
Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2
Page 3 of 20
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 Subconsultant total compensation on an hourly-rate
basis per Attachment "S' — Minor Subconsultant 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 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. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to
modifications in scope of work resulting from field investigations and field work
required by Contract. These items may include special equipment, test equipment
and tooling and other materials and services not previously identified. Refer to
attachment "D" Allowable Direct Costs for payment information.
H. 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#.
PSA PROJECT NO. PS17-03
Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2
Page 4 of 20
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 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 meal
reimbursements. Per diem rates shall be applied to meals that are appropriate for
travel times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment "D" -Allowable Direct Costs of this AGREEMENT.
I. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of
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.
PSA PROJECT NO. PS17-03
Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2
Page 5 of 20
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, in a format acceptable to the
SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of
these costs and provide all support documentation required by the SANITATION
DISTRICT. CONSULTANT understands that submitted costs are subject to
Section 12 Audit Provisions.
B. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than
30 days after the end of the month in which the services and/or work was
performed and in the format required by the SANITATION DISTRICT. The format
must include, as a minimum: 1) current billing period invoicing, 2) current billing
period "total percent invoiced to date", 3) future activities, 4) previous billing period
"total invoiced to date", 5) potential items that are not included in the Scope of
Work, 6) concerns and possible delays, 7) percentage of completion to date, and
8) budget status and amount remaining. Such requests shall be accompanied by
such supporting data as may be required by the SANITATION DISTRICT.
Upon approval of such payment request by the SANITATION DISTRICT, payment
shall be made to CONSULTANT within 30 days of one hundred percent (100%) of
the invoiced amount.
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:
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,
The SANITATION DISTRICT may, at the discretion of the Director of Engineering,
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 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
PSA PROJECT NO. PS17-03
Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2
Page 6 of 20
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 based on the monthly statements, 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 $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
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
5. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
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6. 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 et 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 the SANITATION DISTRICT
and/or general public upon request, provided the public request is made through
the 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 Regulations Section 16461(e).
7. 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.
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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.
8. 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 VIII, 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 minimum limits of liability coverage:
Two Million Dollars ($2,000,000) per occurrence with Two Million Dollar
($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.
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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 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. Automotive/Vehicle 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. Drone Liability Insurance
If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form
acceptable by the SANITATION DISTRICT.
F. 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.
G. 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 Five Million Dollars
($5,000,000) 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.
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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, 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.
H. 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.
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• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
I. 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
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, 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.
J. 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.
K. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
L. 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.
M. 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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N. Defense Costs
Liability policies, excluding Professional Liability, 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.
O. 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.
P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then the SANITATION DISTRICT requires and shall be entitled to coverage for
the higher limits maintained by CONSULTANT.
9. SCOPE CHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, 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, including, but not limited to any additional CONSULTANT's fees.
10. 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 under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's Project 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 project
team members without prior written approval by the SANITATION DISTRICT.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants 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, the services of a registered engineer is required, such services
hereunder will be performed under the direct supervision of registered engineers who are
registered in California.
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12. 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 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.
13. 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
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.
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14. 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 and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Clarice Marcin, Senior Contracts Administrator
Copy: Jacob Dalgoff, Project Manager
CONSULTANT:
Lettis Consultants International, Inc.
Dr. Ross Hartleb
27441 Tourney Road, Suite 220
Valencia, CA 91355
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT staff must be approved in writing
by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
15. 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 14 - NOTICES.
16. 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, 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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17. 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.
18. 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.
19. 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.
20. 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 he may be entitled.
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 (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
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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, CONSULTANT, 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:
(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, 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.
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 SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of
defending the Indemnified Parties against such claims.
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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. 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.
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.
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.
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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.
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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.
CONSULTANT: LETTIS CONSULTANTS INTERNATIONAL, INC.
By
Date
Printed Name & Title
ORANGE COUNTY SANITATION DISTRICT
By
David John Shawver Date
Chair, Board of Directors
By
Kelly A. Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and
Materials Management Manager
Attachments: Attachment "A" — Scope of Work, Conformed
Attachment "B" — Labor Hour Matrix
Attachment "C"— Not Used
Attachment "D"—Allowable Direct Costs
Attachment "E" — Fee Proposal
Attachment "F"— Not Used
Attachment "G" — Cost Matrix, Lettis Consultants International, Inc.
Attachment "G" — Cost Matrix, Fugro USA Land, Inc.
Attachment "H"— Not Used
Attachment "I" — Not Used
Attachment "J"— Minor Subconsultant Hourly Rate Schedule
Attachment "K" — OCSD Safety Standards
CMM:ds
PSA PROJECT NO. PS17-03
Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2
Page 20 of 20
OPERATIONS COMMITTEE Meeting Date To Dir.
03/06/19 03/3/27/19
AGENDA REPORT Item Number Item Number
4
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126
GENERAL MANAGER'S RECOMMENDATION
A. Receive and file Bid Tabulation and Recommendation for MMC, Inc. for Safety
Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract
No. J-126C;
B. Award a Construction Contract to MMC, Inc. for Safety Improvements Program:
NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C, for a total
amount not to exceed $469,000; and
C. Approve a contingency of $46,900 (10%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) owns and operates facilities
that were designed and constructed from the 1950s to present. In July 2014, the Facility
Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation
District Plant Nos. 1 and 2, and pump stations. The study identified approximately 2,000
facility issues impacting worker safety and compliance with Cal/OSHA regulations
including electrical, fall protection, machine guarding, hazardous area classifications,
skylights, and walkway hazards. Each item was assigned a high, medium, or low priority
rating. Pending resolution of the safety items, the Sanitation District took interim
measures to minimize life-safety risks.
There was an approximately even distribution between issues that would be addressed
using Sanitation District resources and those that would be addressed through the Capital
Improvement Program, depending on the nature and complexity. Items that could not be
assigned to existing projects have been assigned to the Safety Improvements Program,
Project No. J-126.
To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project
No. J-126, is being executed through multiple construction packages that can be
completed in a shorter time than using a single construction contract. Development of
multiple construction packages also allows higher priority safety items to be completed
more quickly than lower priority items.
Page 1 of 3
RELEVANT STANDARDS
• Provide a safe and collegial workplace
PROBLEM
Among the various Project No. J-126 deficiencies are three situations at Plant Nos. 1
and 2 where the requirements of the National Fire Protection Association (NFPA) 820
standard for Fire Protection in Wastewater Treatment and Collection Facilities are not
satisfied.
PROPOSED SOLUTION
Award Construction Contract to MMC, Inc. for Safety Improvements Program: NFPA 820
Improvements at Plant 1 and Plant 2, Contract No. J-126C.
TIMING CONCERNS
Delaying resolution of the safety items poses potential threats to staff, Contractor, and
visitor safety.
RAMIFICATIONS OF NOT TAKING ACTION
Staff, Contractors, and visitors will continue to be exposed to potential safety hazards,
and certain facilities will continue to not comply with code requirements.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Sanitation District advertised Contract No. J-126C for bid on December 19, 2018,
and three sealed bids were received on February 13, 2019. A summary of the bid opening
is as follows:
Engineer's Estimate $ 380,000
Bidder Amount of Bid
MMC, Inc $ 469,000
Tharsos, Inc. $ 474,000
ODC Engineering & Technology $ 486,000
The bids were evaluated in accordance with the Sanitation District's policies and
procedures. A notice was sent to all bidders on February 25, 2019, informing them of the
intent of Sanitation District staff to recommend award of the Construction Contract to
MMC, Inc.
Page 2 of 3
Staff recommends awarding a construction contract to the lowest responsive bidder,
MMC, Inc., for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and 2,
Contract No. J-126C, for a total amount not to exceed $469,000.
CEQA
A CEQA Notice of Exemption for this project was filed on August 14, 2015. The project is
exempt from CEQA pursuant to CEQA's Class 1 Exemption for Existing Facilities (section
15301). The exemption calls for minor alteration of existing public or private structures,
facilities, mechanical equipment, involving negligible or no expansion of use beyond that
existing at the time of the lead agency's determination. This project calls for safety related
modifications of existing facilities which will have no impact to existing capacity.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (FY2018-19 and 2019-20, Section 8, Page 41,
Project No. J-126), and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• Construction Contract
TG:dm:gc
Page 3 of 3
PART A
CONTRACT AGREEMENT
C-CA-120518
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION - 1 GENERAL CONDITIONS..................................................................1
SECTION - 2 MATERIALS AND LABOR.................................................................4
SECTION - 3 PROJECT..........................................................................................4
SECTION -4 PLANS AND SPECIFICATONS ........................................................5
SECTION - 5 TIME OF COMMENCEMENT AND COMPLETION ..........................5
SECTION - 6 TIME IS OF THE ESSENCE .............................................................5
SECTION - 7 EXCUSABLE DELAYS......................................................................6
SECTION - 8 EXTRA WORK...................................................................................6
SECTION - 9 CHANGES IN PROJECT...................................................................7
SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7
SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT .........................7
SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF
FUNDS ..............................................................................................9
SECTION - 13 COMPLETION................................................................................. 10
SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION....................... 10
SECTION - 15 SURETY BONDS ............................................................................ 12
SECTION - 16 INSURANCE.................................................................................... 13
SECTION - 17 RISK AND INDEMNIFICATION.......................................................21
SECTION - 18 TERMINATION................................................................................21
SECTION - 19 WARRANTY....................................................................................21
SECTION - 20 ASSIGNMENT.................................................................................22
SECTION - 21 RESOLUTION OF DISPUTES ........................................................22
SECTION - 22 SAFETY & HEALTH ........................................................................23
SECTION - 23 NOTICES.........................................................................................23
C-CA-120518
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
CONTRACT NO. J-126C
SAFETY IMPROVEMENTS PROGRAM
THIS AGREEMENT is made and entered into, to be effective, this March 27, 2019, by and
between Mehta Mechanical Company, Inc. dba MMC, Inc., hereinafter referred to as
"CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD".
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OCSD and CONTRACTOR agree as follows:
SECTION — 1 GENERAL CONDITIONS
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR's investigation of all such matters and is in no way relying upon
any opinions or representations of OCSD. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
"Contract Documents" refers to those documents identified in the definition of"Contract
Documents" in the General Conditions— Definitions.
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1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements—the last in time being the first in precedence
b. Addenda issued prior to opening of Bids —the last in time being the first in precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report (GBR), if attached as a Contract Document
i. Plans and Specifications — in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
iii. General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR's Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or specified
shall be the same as similar parts that are shown or specified, or as directed.
Full-size details shall take precedence over scale Drawings as to shape and
details of construction. Specifications shall govern as to material and
workmanship.
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b. The Contract Documents calling for the higher quality material or workmanship
shall prevail. Materials or Work described in words, which so applied, have a
well known technical or trade meaning shall be deemed to refer to such
recognized standards. In the event of any discrepancy between any Drawings
and the figures thereon, the figures shall be taken as correct.
C. Scale Drawings, full-size details, and Specifications are intended to be fully
complementary and to agree. Should any discrepancy between Contract
Documents come to the CONTRACTOR's attention, or should an error occur in
the efforts of others, which affect the Work, the CONTRACTOR shall notify the
ENGINEER, in writing, at once. In the event any doubts or questions arise with
respect to the true meaning of the Contract Documents, reference shall be
made to the ENGINEER whose written decision shall be final. If the
CONTRACTOR proceeds with the Work affected without written instructions
from the ENGINEER, the CONTRACTOR shall be fully responsible for any
resultant damage or defect.
d. Anything mentioned in the Specifications and not indicated in the Plans, or
indicated in the Plans and not mentioned in the Specifications, shall be of like
effect as if indicated and mentioned in both. In case of discrepancy in the
Plans or Specifications, the matter shall be immediately submitted to OCSD's
ENGINEER, without whose decision CONTRACTOR shall not adjust said
discrepancy save only at CONTRACTOR's own risk and expense. The
decision of the ENGINEER shall be final.
In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
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Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions, Definitions.
Additional terms may be defined in the Special Provisions.
SECTION — 2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR's own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by OCSD, to construct and complete the
Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or
materials when due, OCSD may settle such claims by making demand upon the Surety to this
Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may
settle them directly and deduct the amount of payments from the Contract Price and any
amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any
laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to
deduct all of its costs and expenses incurred relating thereto, including but not limited to
administrative and legal fees.
SECTION — 3 PROJECT
The Project is described as:
CONTRACT NO. J-126C
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SECTION —4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
CONTRACT NO. J-126C
SAFETY IMPROVEMENTS PROGRAM
Said Plans and Specifications and any revision, amendments and addenda thereto are attached
hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth
in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently
prosecute the Work to completion within three hundred five (305) Days from the effective date of
the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as
set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions.
The time for completion includes five (5) Days determined by OCSD likely to be inclement
weather when CONTRACTOR will be unable to work.
SECTION — 6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OCSD shall have the right to assert complete control of the premises on
which the Work is to be performed and shall have the right to decide the time or order in which
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the various portions of the Work shall be installed or the priority of the Work of Subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION — 7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Work as specifically provided in General Conditions, "Extensions for Delay", and the General
Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work".
Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, "Extension of Time for Delay" and
"Contract Price Adjustments and Payments", and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work".
OCSD's decision will be conclusive on all parties to this Contract.
SECTION — 8 EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OCSD specifying the exact nature of the Extra Work and the amount of extra
compensation to be paid all as more particularly set forth in Section 9 hereof and the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated
Changes", and "Contract Price Adjustments and Payments".
In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD
shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any,
reasonably required for CONTRACTOR to perform the Extra Work, as determined by the
ENGINEER. The decision of the ENGINEER shall be final.
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SECTION — 9 CHANGES IN PROJECT
OCSD may at any time, without notice to any Surety, by Change Order, make any changes in
the Work within the general scope of the Contract Documents, including but not limited to
changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OCSD-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER
Initiated Changes".
SECTION — 10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
"Liquidated Damages."
SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the
faithful performance of this Contract, subject to any additions or deductions as provided in
approved Change Orders, the sum of Four Hundred Sixty-Nine Thousand Dollars
($469,000) as itemized on the Attached Exhibit "A".
Upon satisfaction of the conditions precedent to payment set forth in the General
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Requirements, Additional General Requirements and General Conditions (including but
not limited to Sections entitled "Mobilization Payment Requirements" and "Payment
Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the
commencement of the Work a schedule which shows:
1. A minimum of one (1) payment to be made to the CONTRACTOR for each
successive four-week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract.
Payment applications shall also be accompanied with all documentation, records, and
releases as required by the Contract, Exhibit A, Schedule of Prices, and General
Conditions, "Payment for Work— General". The Total amount of Progress Payments shall
not exceed the actual value of the Work completed as certified by the ENGINEER. The
processing of payments shall not be considered as an acceptance of any part of the Work.
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B. As used in this Section, the following defined terms shall have the following meanings:
1. "Net Progress Payment" means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. "Progress Payment" means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OCSD;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OCSD since the
commencement of the Work as determined by OCSD;
C. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
3. "Retention Amount" for each Progress Payment means the percentage of each
Progress Payment to be retained by OCSD to assure satisfactory completion of the
Contract. The amount to be retained from each Progress Payment shall be
determined as provided in the General Conditions—"Retained Funds; Substitution of
Securities."
SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions — "Retained Funds;
Substitution of Securities."
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SECTION — 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A-
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General
Conditions.
SECTION — 14 CONTRACTOR'S EMPLOYEES COMPENSATION
A. Davis-Bacon Act:
CONTRACTOR will pay and will require all Subcontractors to pay all employees on said
Project a salary or wage at least equal to the prevailing rate of per diem wages as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each
craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon
Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and
when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If
the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be
complied with are incorporated herein as a part of this Contract and referred to by
reference.
B. General Prevailing Rate:
OCSD has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Engineering Department. The CONTRACTOR agrees that not
less than said prevailing rates shall be paid to workers employed on this public works
C-CA-120518 CONFORMED
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Contract as required by Labor Code Section 1774 of the State of California. Per California
Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages
at its principal office and at each job site, which shall be made available to any interested
party upon request.
C. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00) for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
D. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the
employment of apprentices are applicable to this Contract and the CONTRACTOR shall
comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more.
E. Workday:
In the performance of this Contract, not more than eight (8) hours shall constitute a day's
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by it hereunder except as provided in paragraph (B) above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the
Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of
twenty-five dollars ($25.00) for each worker employed in the execution of this Contract by
CONTRACTOR or any Subcontractor for each calendar day during which any worker is
required or permitted to labor more than eight (8) hours in any one (1) calendar day and
forty (40) hours in any one (1) week in violation of said Article. CONTRACTOR shall keep
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an accurate record showing the name and actual hours worked each calendar day and
each calendar week by each worker employed by CONTRACTOR in connection with the
Project.
F. Registration; Record of Wages; Inspection:
CONTRACTOR 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 by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records 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.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
SECTION — 15 SURETY BONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OCSD's General Counsel — one in the amount of one hundred percent (100%) of
the Contract amount, to guarantee the faithful performance of the Work, and the other in the
amount of one hundred percent (100%) of the Contract amount to guarantee payment of all
claims for labor and materials furnished. As changes to the Contract occur via approved
Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to
maintain one hundred percent (100%) of the Contract Price. This Contract shall not become
effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a
Surety authorized by the State Insurance Commissioner to do business in California. The
Performance Bond shall remain in full force and effect through the warranty period, as specified
in Section 19 below. All Bonds required to be submitted relating to this Contract must comply
with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the
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name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall
be duly acknowledged before an officer authorized to take and certify acknowledgments, and
either one of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION — 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OCSD, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OCSD pursuant to the provisions of the General
Conditions, "Final Acceptance and Final Completion". Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the warranty
period, commencing on the date of Final Acceptance. The requirement for carrying the
foregoing insurance shall not derogate from the provisions for indemnification of OCSD by
CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
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and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
"Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated
Changes", the following insurance in amounts not less than the amounts specified. OCSD
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter
OCSD premises/worksite without possessing the required insurance coverage.
CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work (collectively, the "Third
Parties"), The Special Provisions may list such requirements and sample forms and
requirements from such Third Parties may be included in an attachment to the General
Requirements. CONTRACTOR bears the responsibility to discover and comply with all
requirements of Third Parties, including meeting specific insurance requirements, that are
necessary for the complete performance of the Work. To the extent there is a conflict between
the Third Parties' insurance requirements and those set forth by OCSD herein, the
requirement(s) providing the more protective coverage for both OSCD and the Third Parties
shall control and be purchased and maintained by CONTRACTOR.
A. Limits of Insurance
1. General Liability: Three Million Dollars ($3,000,000) per occurrence and a general
aggregate limit of Three Million Dollars ($3,000,000) for bodily injury, personal injury
and property damage. Coverage shall include each of the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least Three Million
Dollars ($3,000,000) per occurrence and a general aggregate limit of Three
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Million Dollars ($3,000,000) which shall be in effect at all times during the
warranty period set forth in the Warranty section herein, and as set forth in the
General Conditions, "Warranty (CONTRACTOR's Guarantee)", plus any
additional extension or continuation of time to said warranty period that may be
required or authorized by said provisions.
C. Broad Form Property Damage, expressly including damage arising out of
explosion, collapse, or underground damage.
d. Contractual Liability, expressly including the indemnity provisions assumed
under this Contract.
e. Separation of Insured Clause, providing that coverage applies separately to
each insured, except with respect to the limits of liability.
f. Independent CONTRACTOR's Liability.
To the extent first dollar coverage, including defense of any claim, is not
available to OCSD or any other additional insured because of any SIR,
deductible, or any other form of self insurance, CONTRACTOR is obligated to
assume responsibility of insurer until the deductible, SIR or other condition of
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the General Liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
h. If divers will be used, the General Liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
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2. Automobile Liabilitv: The CONTRACTOR shall maintain a policy of Automobile
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:
Either (1) a combined single limit of Two Million Dollars ($2,000,000) and a general
aggregate limit of Two Million Dollars ($2,000,000) for bodily injury, personal injury
and property damage;
Or alternatively, (2) Two Million Dollars ($2,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage.
3. Umbrella Excess Liability: The minimum limits of general liability and automobile
liability insurance required, as set forth above, shall be provided for either in a single
policy of primary insurance or a combination of policies of primary and umbrella
excess coverage. 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 automobile liability.
4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be
maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a
form acceptable by OCSD.
5. Worker's Compensation/EmPloyer's Liability: CONTRACTOR shall provide such
Worker's Compensation Insurance as required by the Labor Code of the State of
California, including employer's liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
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Where permitted by law, CONTRACTOR hereby waives all rights of recovery by
subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OCSD, its
or their officers, agents, or employees, and any other contractor or subcontractor
performing Work or rendering services on behalf of OCSD in connection with the
planning, development and construction of the Project. In all its insurance coverages
related to the Work, CONTRACTOR shall include clauses providing that each insurer
shall waive all of its rights of recovery by subrogation against OCSD, its or their
officers, agents, or employees, or any other contractor or subcontractor performing
Work or rendering services at the Project. Where permitted by law, CONTRACTOR
shall require similar written express waivers and insurance clauses from each of its
Subcontractors of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty
of indemnification, contractual or otherwise, (b) did not pay the insurance premium,
directly or indirectly, and (c) whether or not such individual or entity has an insurable
interest in the property damaged.
6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums
shown in this Section, OCSD requires and shall be entitled to coverage for the higher
limits maintained by the CONTRACTOR.
B. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by OCSD. At
the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and
employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD
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guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
C. Other Insurance Provisions
1. Each such policy of General Liability Insurance and Automobile Liability Insurance
shall be endorsed to contain, the following provisions:
a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all
public agencies from whom permits will be obtained, and their Directors,
officers, agents, and employees are hereby declared to be additional insureds
under the terms of this policy, but only with respect to the operations of
CONTRACTOR at or from any of the sites of OCSD in connection with this
Contract, or acts and omissions of the additional insured in connection with its
general supervision or inspection of said operations related to this Contract.
b. Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by OCSD shall be excess
only and not contributing with insurance provided under this policy.
2. 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 by
certified mail, return receipt requested, and that coverage shall not be cancelled for
non-payment of premium except after ten (10) days prior written notice by certified
mail, return receipt requested. Should there be changes in coverage or an increase
in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript
endorsement from its insurer giving thirty (30) days prior notice of such an event to
OCSD, or to have its insurance broker/agent send to OCSD a certified letter
describing the changes in coverage and any increase in deductible or SIR
amounts. The certified letter must be sent Attention: Risk Management and shall be
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received not less than twenty (20) days prior to the effective date of the
change(s). The letter must be signed by a Director or Officer of the broker/agent and
must be on company letterhead, and may be sent via e-mail in pdf format.
3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s) will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at
least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide.
OCSD recognizes that State Compensation Insurance Fund has withdrawn from
participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept
State Compensation Insurance Fund for the required policy of worker's compensation
insurance, subject to OCSD's option, at any time during the term of this Contract, to
require a change in insurer upon twenty (20) days written notice. Further, OCSD will
require CONTRACTOR to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20) days of written notice to
CONTRACTOR by OCSD or its agent.
E. Verification of Coverage
CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements
affecting coverage. Said policies and endorsements shall conform to the requirements
herein stated. All certificates and endorsements are to be received and approved by
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OCSD before Work commences. OCSD reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, affecting the coverage
required by these Specifications at any time.
F. Subcontractors
CONTRACTOR shall be responsible to establish insurance requirements for any
Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types
reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations
and work. OCSD and any public agency issuing permits for the Project must be named as
"Additional Insured" on any General Liability or Automobile Liability policy obtained by a
Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of
all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced
required documents.
G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability Form 25
2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are
shown, they are listed in order of preference)
In the event any of the following forms are cancelled by Insurance Services Office,
Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
a. Commercial General Liability Form CG-0001 10 01
b. Additional Insured Including Form CG-2010 10 01 and
Products-Completed Operations Form CG-2037 10 01
C. Waiver of Transfer of Rights of Form CG-2404 11 85; or
Recovery Against Others to Us/ Form CG-2404 10 93
Waiver of Subrogation
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3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation Endorsement No. 2570
b. Cancellation Notice Endorsement No. 2065
4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement
SECTION — 17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
indemnify, defend, and keep OCSD and others harmless as more specifically set forth in
General Conditions, "General Indemnification".
SECTION — 18 TERMINATION
This Contract may be terminated in whole or in part in writing by OCSD in the event of
substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may
be terminated by OCSD for its convenience provided that such termination is effectuated in a
manner and upon such conditions set forth more particularly in General Conditions,
"Termination for Default" and/or "Termination for Convenience", provided that no termination
may be effected unless proper notice is provided to CONTRACTOR at the time and in the
manner provided in said General Conditions. If termination for default or convenience is
effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be
made at the time and in the manner provided in the General Conditions, "Termination for
Default" and "Termination for Convenience".
SECTION — 19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OCSD's designs, Drawings and Specifications.
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The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final
Completion" that the completed Work is free from all defects due to faulty materials, equipment
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OCSD may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any
corrected deficiency until the later of(1) the remainder of the original one-year warranty period;
or (2) one year after acceptance by OCSD of the corrected Work. The Performance Bond and
the Payment Bond shall remain in full force and effect through the guarantee period.
The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's
other express or implied assurances under this Contract, including but not limited to specific
manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OCSD may have against the CONTRACTOR
for faulty materials, equipment or Work.
SECTION — 20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OCSD unless such assignment has had prior written
approval and consent of OCSD and the Surety.
SECTION — 21 RESOLUTION OF DISPUTES
OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which
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arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims
provisions as set forth in the General Conditions and as otherwise required by law.
SECTION — 22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
Federal, State, City, and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled "Safety" and Exhibit B OCSD Safety Standards.
SECTION — 23 NOTICES
Any notice required or permitted under this Contract may be given by ordinary mail at the
address set forth below. Any party whose address changes shall notify the other party in
writing.
TO OCSD: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Clerk of the Board
Copy to: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Construction Manager
Bradley R. Hogin, Esquire
Woodruff, Spradlin & Smart
555 Anton Boulevard, Suite 1200
Costa Mesa, California 92626
TO CONTRACTOR: Mehta Mechanical Company, Inc. dba MMC, Inc.
5901 Fresca Drive
La Palma, CA 90623
Copy to: Jagat S. Mehta, President
Mehta Mechanical Company, Inc. dba MMC, Inc.
5901 Fresca Drive
La Palma, CA 90623
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Mehta Mechanical Company, Inc. dba MMC, Inc.
5901 Fresca Drive
La Palma, CA 90623
By
Printed Name
Its
CONTRACTOR's State License No. 573635 (Expiration Date — 7/31/2020)
OCSD: Orange County Sanitation District
By
David John Sawyer
Board Chairman
By
Kelly A. Lore
Clerk of the Board
By
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
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EXHIBIT A
SCHEDULE OF PRICES
C-EXA-080414
TABLE OF CONTENTS
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION............................................................................. 1
EXA-2 PROGRESS PAYMENTS ..................................................................................1
EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1
EXA-4 STOP PAYMENT NOTICE.................................................................................3
EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3
EXA-6 PAYMENT OF TAXES .......................................................................................3
EXA-7 FINAL PAYMENT...............................................................................................4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ...5
ATTACHMENT 1 - CERTIFICATION FOR REQUEST FOR PAYMENT.........................7
ATTACHMENT 2 - SCHEDULE OF PRICES...................................................................8
C-EXA-080414
EXHIBIT
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of
Prices, and all other applicable terms and conditions of the Contract
Documents.
EXA-2 PROGRESS PAYMENTS
Progress payments will be made in accordance with all applicable terms and
conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement— Section 11 — "Contract Price and Method of
Payment;"
2. General Conditions — "Payment— General";
3. General Conditions—"Payment—Applications for Payment";
4. General Conditions — "Payment— Mobilization Payment Requirements;"
5. General Conditions — "Payment— Itemized Breakdown of Contract Lump
Sum Prices";
6. General Conditions — "Contract Price Adjustments and Payments";
7. General Conditions— "Suspension of Payments";
8. General Conditions — "OCSD's Right to Withhold Certain Amounts and
Make Application Thereof"; and
9. General Conditions — "Final Payment."
EXA-3 RETENTION AND ESCROW ACCOUNTS
A. Retention:
OCSD shall retain a percentage of each progress payment to assure
satisfactory completion of the Work. The amount to be retained from each
progress payment shall be determined as provided in General Conditions—
"Retained Funds; Substitution of Securities". In all contracts between
CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not
exceed the percentage specified in the Contract Documents.
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B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions—"Retained Funds; Substitution of Securities." Payment of
Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may
request and OCSD shall make payment of retention earned directly to the
escrow agent at the expense of the CONTRACTOR. At the expense of the
CONTRACTOR, the CONTRACTOR may direct the investment of the
payments into securities consistent with Government Code §16430 and the
CONTRACTOR shall receive the interest earned on the investments upon the
same terms provided for in this article for securities deposited by the
CONTRACTOR. Upon satisfactory completion of the Contract, the
CONTRACTOR shall receive from the escrow agent all securities, interest and
payments received by the escrow agent from OCSD, pursuant to the terms of
this article. The CONTRACTOR shall pay to each Subcontractor, not later than
twenty (20) Days after receipt of the payment, the respective amount of interest
earned, net of costs attributed to retention withheld from each Subcontractor,
on the amount of retention withheld to ensure the performance of the
Subcontractor. The escrow agreement used by the escrow agent pursuant to
this article shall be substantially similar to the form set forth in §22300 of the
California Public Contract Code.
C. Release of Retention:
Upon Final Acceptance of the Work, the CONTRACTOR shall submit an
invoice for release of retention in accordance with the terms of the Contract.
D. Additional Deductibles:
In addition to the retentions described above, OCSD may deduct from each
progress payment any or all of the following:
1. Liquidated Damages that have occurred as of the date of the application for
progress payment;
2. Deductions from previous progress payments already paid, due to OCSD's
discovery of deficiencies in the Work or non-compliance with the
Specifications or any other requirement of the Contract;
3. Sums expended by OCSD in performing any of the CONTRACTOR's
obligations under the Contract that the CONTRACTOR has failed to
perform, and;
4. Other sums that OCSD is entitled to recover from the CONTRACTOR
under the terms of the Contract, including without limitation insurance
deductibles and assessments.
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The failure of OCSD to deduct any of the above-identified sums from a
progress payment shall not constitute a waiver of OCSD's right to such sums or
to deduct them from a later progress payment.
EXA-4 STOP PAYMENT NOTICE
In addition to other amounts properly withheld under this article or under other
provisions of the Contract, OCSD shall retain from progress payments
otherwise due the CONTRACTOR an amount equal to one hundred twenty-five
percent (125%) of the amount claimed under any stop payment notice under
Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for
labor, materials, supplies, equipment, and any other thing of value claimed to
have been furnished to and/or incorporated into the Work; or for any other
alleged contribution thereto. In addition to the foregoing and in accordance with
Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop
payment notices by refusing to release funds held in escrow pursuant to public
receipt of a release of stop payment notice executed by a stop payment notice
claimant, a stop payment notice release bond, an order of a court of competent
jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR
has resolved such claim by settlement.
EXA-5 PAYMENT TO SUBCONTRACTORS
Requirements
1. The CONTRACTOR shall pay all Subcontractors for and on account of
Work performed by such Subcontractors, not later than seven (7) Days
after receipt of each progress payment as required by the California
Business and Professions Code §7108.5. Such payments to
Subcontractors shall be based on the measurements and estimates made
pursuant to article progress payments provided herein.
2. Except as specifically provided by law, the CONTRACTOR shall pay all
Subcontractors any and all retention due and owing for and on account of
Work performed by such Subcontractors not later than seven (7) Days after
CONTRACTOR's receipt of said retention proceeds from OCSD as
required by the California Public Contract Code §7107.
EXA-6 PAYMENT OF TAXES
Unless otherwise specifically provided in this Contract, the Contract Price
includes full compensation to the CONTRACTOR for all taxes. The
CONTRACTOR shall pay all Federal, State, and local taxes, and duties
applicable to and assessable against any Work, including but not limited to
retail sales and use, transportation, export, import, business, and special taxes.
The CONTRACTOR shall ascertain and pay the taxes when due. The
CONTRACTOR will maintain auditable records, subject to OCSD reviews,
confirming that tax payments are current at all times.
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EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, "Final Acceptance and Final Completion", and after
Resolution of the Board authorizing final payment and satisfaction of the
requirements as more particularly set forth in General Conditions — "Final
Payment", a final payment will be made as follows:
1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an
application for Final Payment to OCSD, including:
a. The proposed total amount due the CONTRACTOR, segregated by
items on the payment schedule, amendments, Change Orders, and
other bases for payment;
b. Deductions for prior progress payments;
c. Amounts retained;
d. A conditional waiver and release on final payment for each
Subcontractor (per Civil Code Section 8136);
e. A conditional waiver and release on final payment on behalf of the
CONTRACTOR (per Civil Code Section 8136);
f. List of Claims the CONTRACTOR intends to file at that time or a
statement that no Claims will be filed,
g. List of pending unsettled Claims, stating claimed amounts, and copies
of any and all complaints and/or demands for arbitration received by the
CONTRACTOR; and
h. For each and every Claim that resulted in litigation or arbitration which
the CONTRACTOR has settled, a conformed copy of the Request for
Dismissal with prejudice or other satisfactory evidence the arbitration is
resolved.
2. The application for Final Payment shall include complete and legally
effective releases or waivers of liens and stop payment notices satisfactory
to OCSD, arising out of or filed in connection with the Work. Prior progress
payments shall be subject to correction in OCSD's review of the application
for Final Payment. Claims filed with the application for Final Payment must
be otherwise timely under the Contract and applicable law.
3. Within a reasonable time, OCSD will review the CONTRACTOR's
application for Final Payment. Any recommended changes or corrections
will then be forwarded to the CONTRACTOR. Within ten (10) Days after
receipt of recommended changes from OCSD, the CONTRACTOR will
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make the changes, or list Claims that will be filed as a result of the
changes, and shall submit the revised application for Final Payment. Upon
acceptance by OCSD, the revised application for Final Payment will
become the approved application for Final Payment.
4. If no Claims have been filed with the initial or any revised application for
Final Payment, and no Claims remain unsettled within thirty-five (35) Days
after Final Acceptance of the Work by OCSD, and agreements are reached
on all issues regarding the application for Final Payment, OCSD, in
exchange for an executed release, satisfactory in form and substance to
OCSD, will pay the entire sum found due on the approved application for
Final Payment, including the amount, if any, allowed on settled Claims.
5. The release from the CONTRACTOR shall be from any and all Claims
arising under the Contract, except for Claims that with the concurrence of
OCSD are specifically reserved, and shall release and waive all unreserved
Claims against OCSD and its officers, directors, employees and authorized
representatives. The release shall be accompanied by a certification by the
CONTRACTOR that:
a. It has resolved all Subcontractors, Suppliers and other Claims that are
related to the settled Claims included in the Final Payment;
b. It has no reason to believe that any party has a valid Claim against the
CONTRACTOR or OCSD which has not been communicated in writing
by the CONTRACTOR to OCSD as of the date of the certificate;
c. All warranties are in full force and effect, and;
d. The releases and the warranties shall survive Final Payment.
6. If any Claims remain open, OCSD may make Final Payment subject to
resolution of those Claims. OCSD may withhold from the Final Payment an
amount not to exceed one hundred fifty percent (150%) of the sum of the
amounts of the open claims, and one hundred twenty-five percent (125%)
of the amounts of open stop payment notices referred to in article entitled
stop payment notices herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on
final payment from each Subcontractor and Supplier providing Work under
the Contract (per Civil Code Section 8138) and an unconditional waiver and
release on final payment on behalf of the CONTRACTOR (per Civil Code
Section 8138)within thirty (30) Days of receipt of Final Payment.
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT
Notwithstanding OCSD's acceptance of the application for Final Payment and
irrespective of whether it is before or after Final Payment has been made,
OCSD shall not be precluded from subsequently showing that:
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1. The true and correct amount payable for the Work is different from that
previously accepted;
2. The previously-accepted Work did not in fact conform to the Contract
requirements, or;
3. A previous payment or portion thereof for Work was improperly made.
OCSD also shall not be stopped from demanding and recovering damages
from the CONTRACTOR, as appropriate, under any of the foregoing
circumstances as permitted under the Contract or applicable law.
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ATTACHMENT 1 — CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows:
That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to OCSD in accordance with the
Contract.
I understand that it is a violation of both the federal and California False Claims Acts to
knowingly present or cause to be presented to OCSD a false claim for payment or
approval.
A claim includes a demand or request for money. It is also a violation of the False
Claims Acts to knowingly make use of a false record or statement to get a false claim
paid. The term "knowingly" includes either actual knowledge of the information,
deliberate ignorance of the truth or falsity of the information, or reckless disregard for the
truth or falsity of the information. Proof of specific intent to defraud is not necessary
under the False Claims Acts. I understand that the penalties under the Federal False
Claims Act and State of California False Claims Act are non-exclusive, and are in
addition to any other remedies which OCSD may have either under Contract or law.
I hereby further certify, to the best of my knowledge and belief, that:
1. The amounts requested are only for performance in accordance with the
Specifications, terms, and conditions of the Contract;
2. Payments to Subcontractors and Suppliers have been made from previous payments
received under the Contract, and timely payments will be made from the proceeds of
the payment covered by this certification;
3. This request for progress payments does not include any amounts which the prime
CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in
accordance with the terms and conditions of the subcontract; and
4. This certification is not to be construed as Final Acceptance of a Subcontractor's
performance.
Name
Title
Date
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ATTACHMENT 2 — SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (Mehta Mechanical Company, Inc. dba
MMC, Inc.)
BF-14 Schedule of Prices, Pages 1-2
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Bid Submitted By: M MCI AC
(Name of Finn)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For unit prices, it is understood that the following quantities are approximate only and are
solely for the purpose of estimating the comparison of Bids, and that the actual value of Work
will be computed based upon the actual quantities in the completed Work,whether they be
more or less than those shown. Bidders compensation for the Work under the Contract
Documents will be computed based upon the lump sum amount of the Contract at time of
award, plus any additional or deleted costs approved by OCSD via approved Change Orders,
pursuant to the Contract Documents.
Bidder shall separately price and accurately reflect costs associated with each line item,
leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized
representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid.
Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary,
provides that the total price for each item shall be based on the unit price listed for each item
multiplied by the quantity; and the correct Total Price for each item shall be totaled to
determine the Total Amount of Bid.
All applicable costs including overhead and profit shall be reflected in the respective unit costs
and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work,
including profit,overhead, etc., unless otherwise specified in the Contract Documents. All
applicable sales taxes. Federal and/or State, and any other special taxes, patent rights or
royalties shall be included in the prices quoted in this Bid.
B. Basis of Award
AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST
RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE"TOTAL
AMOUNT OF BID" LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW.
Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and
services for the construction of the Project per the Invitation for Bids.
BF-14 SCHEDULE OF PRICES C-BF-021115
CONTRACT NO. J-126C
SAFETY IMPROVEMENTS PROGRAM
Page 1 of 2
Bid Submitted By:
(Name of Finn)
EXHIBIT A
SCHEDULE OF PRICES
BASE BID ITEMS(Refer to Note 1 in the Instructions):
iNo Description Measult of
rement Approx Qty Unit Price Extended Price
1. Mobilization,initial progress payment for all fees,labor,materials,
and equipment required for mobilization,staging area,and Surety Lump Sum 1 = $15,000
Bonds,and other activities in conformance with the Contract
Documents,for the lump sum price of:
2. Fumish all labor,materials,and equipment necessary for the
completion of the Contract Work,except for the Work specified for Lump Sum 1 = $
Bid Item No.1,in conformance with the Contract Documents,for
the lump sum price of: QW C
TOTAL AMOUNT OF BID (BASIS OF AWARD) $
491000 kc
BF-14 SCHEDULE OF PRICES C-BF-021115
CONTRACT NO.J-126C
SAFETY IMPROVEMENTS PROGRAM
Page 2 of 2
OPERATIONS COMMITTEE Meeting Date To Bd. of Dir.
03/06/19 03/27/19
AGENDA REPORT Item Number Item Number
5
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT: HEADWORKS REHABILITATION AT PLANT NO. 1,
PROJECT NO. P1-105
GENERAL MANAGER'S RECOMMENDATION
A. Approve a budget increase of $36,000,000 for Headworks Rehabilitation and
Expansion at Plant No.1 , Project No. P1-105, for a total budget amount of
$406,000,000; and
B. Approve a contingency increase of $5,083,398 (29%) to the Professional Design
Services Agreement with Carollo Engineers for the Headworks Rehabilitation and
Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of
$8,939,398 (51%).
BACKGROUND
The headworks of a wastewater treatment plant is where all incoming sewers converge
through a series of pipes, meters, flow diversions, and gates. Just as sewers cannot be
readily taken out of service, neither can a headworks. Any shutdown requires either
diversion to parallel units, bypass pumping around the unit, or a total shutdown which can
last no more than a few hours without creating a potential spill. The facilities are generally
mechanically intensive, require frequent maintenance and servicing, and can generate
substantial odors.
This project will rehabilitate facilities for influent flow diversions, metering, preliminary
treatment, and water-in/water-out pumping of wastewater through Plant No. 1. This is a
mid-life renewal project that will extend the life of the Headworks for at least 20 years
while providing reliable treatment and pumping for up to 320 million gallons per day of
wastewater. In addition to age-related issues, this project will address a critical deficiency
in the performance and capacity of the Main Sewage Pumps observed during a high flow
event in 2017 and confirmed through computer and physical modelling.
The Preliminary Design Report, completed in June 2017, included a construction cost
estimate that significantly exceeds the available budget. In response, Orange County
Sanitation District (Sanitation District) staff worked closely with the Consultant team to
identify and implement changes to the project elements to complete critical work more
efficiently, better manage construction risks, and expedite replacement of the Main
Sewage Pumps which are on the critical construction path. The result of that validation
was a revised project scope and schedule that was expected to align the construction
cost with the budget.
Page 1 of 5
RELEVANT STANDARDS
• Ensure the public's money is wisely spent
• 24/7/365 treatment plant reliability
PROBLEM
As the design progressed from the Preliminary Design Report, the complexity and risk of
the project became increasingly apparent. In late 2018, a major design submittal
corresponding to approximately 50% completion was submitted, including an updated
construction cost estimate which exceeded the previous estimates.
The multiple causes of the higher cost can be grouped into three categories:
1. Increased complexity and requirements for rehabilitation of the core Headworks
Facilities. For example, the existing electrical building built above the Metering and
Diversion Structure needed to be relocated to facilitate the work and to accommodate
on-going maintenance needs. These changes increased the construction cost by
approximately $14 million.
2. Risk Reduction Measures. These items were identified with design developments to
mitigate change order construction risks, address safety hazards, and ensure
operational reliability during construction. These changes increased the construction
cost by approximately $10 million.
3. Expansion of Project Scope. The large size and long duration of the project makes it
a cost-effective vehicle to address other needs intersecting, but not directly associated
with, Headworks Rehabilitation. An example is two standby generators already
included in the project are being combined with two additional standby generators that
replace three aging units in other areas of the plant. These changes increased the
construction cost by approximately $16 million.
January 16, 2019, staff presented an information item to the Operations Committee
regarding the scope, schedule, and budget.
The effect of the increased risk and complexity of the core project and the new project
elements was to substantially increase both the construction cost and the design level of
effort. The updated construction cost increased by $40 million from the validated
Preliminary Design Report to $295 million. The estimated design effort was impacted
proportionally even more.
PROPOSED SOLUTION
With the realization of the higher construction cost and design effort, the project was put
on hold to balance construction costs and design impacts while meeting the overall
project goals and objectives. For an eight-week period, the Sanitation District's project
Page 2 of 5
team held extensive and thorough meetings to reach detailed consensus on all of these
issues with the design consultant and with Operations and Maintenance staff.
The first conclusion of these meetings was a set of value engineering ideas and deferrals
of work to other projects. These changes would reduce construction costs by
approximately $5 million, but still require a project budget increase of $36 million from
$370 million to $406 million, a 10% increase. In any case, these changes are considered
advisable, as they represent either design improvements or a better mechanism to
complete work through separate projects.
Additional deletions of project elements were determined to be incompatible with the
project requirements, the ability to maintain regulatory compliance, or not a true savings
since the work would have to be done less efficiently on another project.
The increased costs have been partially offset by a reduction in project contingency.
Consultant design costs, which have been thoroughly reviewed and negotiated, will
increase by approximately $5 million. The explanation and justification of these costs are
discussed under Additional Information below.
TIMING CONCERNS
Without additional project and design funding, staff cannot authorize final design
completion. This will cause additional design delays that will ultimately impact
advertisement and construction dates. Schedule delays will also result in cost escalation
as the mid-point of construction is extended.
RAMIFICATIONS OF NOT TAKING ACTION
Without additional project budget, new grit handling facilities and odor control
rehabilitation would need to be removed from the project. The grit handling facilities are
critical to improve the existing grit basin performance. One of the key purposes of a
headworks facility is to keep the grit from impacting downstream facilities. The poor
condition of the existing odor control facilities would likely create more odor complaints
and permit violations resulting from equipment failures.
Without additional design contingency, the Sanitation District would need to further
reduce design efforts by cutting more project elements, reducing design deliverables, and
potentially reducing the thoroughness of design increasing change order risk in
construction.
PRIOR COMMITTEE/BOARD ACTIONS
April 2018 - Approved a contingency increase of $2,103,104 (12%) to the Professional
Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and
Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of
$3,856,000 (22%).
Page 3 of 5
May 2015 - Approved a Professional Design Services Agreement with Carollo Engineers
to provide engineering design services for the Headworks Rehabilitation and Expansion
at Plant 1, Project No. P1-105, for an amount not to exceed $17,528,957, and approved
a contingency of $1,752,896 (10%).
ADDITIONAL INFORMATION
Sanitation District staff held extensive meetings with the Consultant team throughout
December 2018 and January 2019 to discuss the cost savings opportunities and scope
modification options tied with engineering effort. Staff conducted negotiations with
Carollo to clarify the requirements to complete the revised Scope of Work, the
assumptions to be used for the estimated level of effort, and the level of design detail
required to meet the goals and objectives for the project.
In evaluating whether the fee proposal was fair and reasonable, the following factors were
considered:
• The estimated level of effort to complete the project was evaluated in detail for each
phase, task, and subtask, and found to be justified by the needs of the project, the
agreed-upon assumptions, and the Sanitation District's expectation for the quality of
services.
• The total fee expressed as a percentage of construction cost is 9%, which is
reasonable and appropriate due to the highly complex nature of the project, which
requires a high level of design documentation and construction sequencing to
minimize construction risk and change orders.
• The Consultant's fringe and overhead costs, which factor into the billing rate, are
consistent with other similar agreements. The contract profit is 5%, which is based on
the Sanitation District's standard design agreements.
Based on the above, staff determined the final cost proposal to complete the design of
the project to be fair, reasonable, and appropriate.
CEQA
This project was originally determined to be Categorically Exempt and a Notice of
Exemption was filed on April 29, 2014. Following completion of evaluation studies by the
Design Consultant, changes were made to the proposed project which warranted
conducting an Initial Study to verify the appropriate CEQA documentation requirement.
The preliminary conclusion prior to completing the Initial Study was that an addendum to
the 1999 Strategic Plan Environmental Impact Report(SCH #97101065) may be possible,
but after further evaluation it was determined a Mitigation Negative Declaration would be
required.
Page 4 of 5
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Fiscal Years 2018-2019 and 2019-20 Budget,
Section 8, Page 54), but the budget is insufficient for the recommended action. The
increase will be offset by a reduction in the budget for Beach Trunk/Knott Interceptor
Sewer Relief, Project No. 3-60. The required budget for that project has recently been
determined to be much lower than the previous estimate of $136 million based on
conclusions from the Collections Capacity Evaluation Study, Project No. PS15-06.
Date of Approval Contract Amount Contingency
05/27/2015 $17,528,957 $1,752,896 (10%)
04/25/2018 $2,103,104 (12%)
03/27/2019 $5,083,398 (29%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
N/A
GR:dm:gc
Page 5 of 5
OPERATIONS COMMITTEE Meeting Date To Bd. of Dir.
03/06/19 --
AGENDA REPORT Item Number Item Number
6 --
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: ORANGE COUNTY SANITATION DISTRICT OPERATIONS &
MAINTENANCE DEPARTMENT PRESENTATION
GENERAL MANAGER'S RECOMMENDATION
Information Only.
BACKGROUND
Each month, staff provides an informational presentation on topics of interest to the Board
of Directors. This month's topic: Orange County Sanitation District wastewater treatment
basics.
RELEVANT STANDARDS
• 24/7/365 treatment plant reliability
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
• Meet volume and water quality needs for the GWRS
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
N/A
Page 1 of 1
ORANGE COUNTY SANITATION DISTRICT
COMMON ACRONYMS
Association of California Local Agency Formation Regional Water Quality
ACWA Water Agencies LAFCO Commission RWQCB Control Board
APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood
Association Protection Agency
AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River
District Interceptor
ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water
Engineers Understanding Quality Control Board
BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed
Water Agencies Project Authority
CARB California Air Resources NEPA National Environmental SCADA Supervisory Control And
Board Policy Act Data Acquisition
California Association of Non-Governmental Southern California
CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned
Treatment Works
CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality
Elimination System Management District
CEQA California Environmental NWRI National Water Research SOCWA South Orange County
Quality Act Institute Wastewater Authority
CIP Capital Improvement O& M Operations&Maintenance SRF Clean Water State
Program Revolving Fund
CRWQCB California Regional Water OCCOG Orange County Council of SSMP Sewer System
Quality Control Board Governments Management Plan
CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow
Agency
CWEA California Water Environment OCSD Orange County Sanitation SWRCB State Water Resources
Association District Control Board
EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids
EMT Executive Management Team OOBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load
EPA US Environmental Protection OSHA Occupational Safety and TSS Total Suspended Solids
Agency Health Administration
Professional Waste Discharge
FOG Fats, Oils, and Grease PCSA Consultant/Construction WDR Requirements
Services Agreement
gpd gallons per day PDSA Professional Design Services WEF Water Environment
Agreement Federation
GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERF Water Environment&
System Works Reuse Foundation
ICS Incident Command System ppm parts per million WIFIA Water Infrastructure
Finance and Innovation Act
Integrated Emergency Professional Services Water Infrastructure
IERP Response Plan PSA Agreement WIIN Improvements for the
Nation Act
JPA Joint Powers Authority RFP Request For Proposal WRDA Water Resources
Development Act
ORANGE COUNTY SANITATION DISTRICT
GLOSSARY OF TERMS
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
known 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.
BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used
as a fuel.
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 farmland 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.
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/T) —The dilution at which the majority of people detect the odor becomes the D/T for that air
sample.
GREENHOUSE GASES (GHG) — 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 SYSTEM(GWRS)—Ajoint 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 per day of drinking quality water to replenish the local groundwater supply.
LEVEL OF SERVICE (LOS)—Goals to support environmental and public expectations for performance.
N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine 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 and Water
Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing
and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance
and promote public participation 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)—A municipal wastewater treatment plant.
SANTA ANA RIVER INTERCEPTOR (SARI) LINE—A regional brine line designed to convey 30 million gallons per day 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 runoff.
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.
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. The Orange County Sanitation District's service
area is in the Santa Ana River Watershed.