HomeMy WebLinkAbout03-06-2013 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, March 6, 2013
Regular Meeting of the " 5:00 P.M.
Operations Committee Administration Building
Board Room
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7130
AGENDA
PLEDGE OF ALLEGIANCE:
DECLARATION OF QUORUM:
PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the
Clerk of the Board. Speakers 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:
1. Approve Minutes of February 6, 2013, Operations Committee Meeting.
2. Recommend to the Board of Directors to:
A. Approve a Professional Consultant Services Agreement with Atkins North
America, Inc. (Atkins) to provide construction support services for the
Dover Drive Trunk Sewer Relief, Contract No. 5-63, for an amount not to
exceed $353,791; and,
B. Approve a contingency of $53,069 (15%).
03/06/13 Operations Committee Agenda Page 1 of 3
3. Recommend to the Board of Directors to:
Amend the motion, Item 15, July 28, 2010, authorizing an Agreement with
OpenCEL, LLC for installation of Equipment and Onsite Proprietary Testing of
Plant No. 1 Waste Activated Sludge Treatment, Project No. SP-125-6, to include
all applicable taxes.
NON-CONSENT CALENDAR
4. Recommend to the Board of Directors to:
Approve a Reimbursement Agreement with the City of Newport Beach for street
improvements along Dover Drive for Dover Drive Trunk Sewer Relief, Contract
No. 5-63, in an amount not to exceed $633,000, in a form approved by General
Counsel.
INFORMATION ITEMS:
5. Staff will present the Capital Improvement Program and the proposed user fee
schedule.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
ADJOURNMENT:
The next Operations Committee meeting is scheduled for Wednesday, April 3, 2013, at
5:00 P.M.
03/06/13 Operations Committee Agenda Page 2 of 3
Accommodations for the Disabled: Meefing 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)593-7130 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.
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.
Made E.Ayala
Clerk of the Board
(714)593-7130
mavala(d)ocsd.com
For any questions on the agenda,Committee members may contact staff at:
General Manager Jim Ruth (714)593-7110 imth(olocsd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rohirelliamsd.com
Assistant General Manager Jim Herberg (714)593-7300 iherbem(rpocsd.com
Director of Engineering Nick Kanetis (714)593-7310 nkanetis((Docad.com
Director of Facility Support Services Nick Amontes (714)593-7210 narhontes0ocsd.cem
Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com
03/06/13 Operations Committee Agenda Page 3 of 3
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOO Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
OOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
POTW Publicly Owned Treatment Works
ppm Parts per million
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
Glossary of Terms and Abbreviations
SAWPA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
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 (DR) — the dilution at which the majority of the people detect the odor
becomes the D(f for that air sample.
Glossary of Terms and Abbreviations
Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect').
Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)—Goals to support environmental and public expectations for performance.
NOMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been
found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide
with extra ultra-violet treatment.
National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water
Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S.
Environmental Protection Agency (EPA). NBP is committed to developing and advancing
environmentally sound and sustainable biosolids management practices that go beyond regulatory
compliance and promote public participation in order to enhance the credibility of local agency
biosolids programs and improved communications that lead to public acceptance.
Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility.
Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant.
Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million
gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the
ocean for disposal, after treatment.
Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban run-off.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing emissions
from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process,
where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed —A land area from which water drains to a particular water body. OCSD's service area is
in the Santa Ana River Watershed.
OPERATIONS COMMITTEE meeting Date TOBd.Of Dir.
03/06/13 03/2]/13
AGENDA REPORT ItemNumber Item Number
z
Orange County Sanitation District
FROM: James D. Ruth, General Manager
Originator: Nick Kanetis, Director of Engineering
CIP Project Manager: Hardat Khublall
SUBJECT: DOVER DRIVE TRUNK SEWER RELIEF, CONTRACT NO. 5-63
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Consultant Services Agreement with Atkins North America,
Inc. (Atkins) to provide construction support services for the Dover Drive Trunk
Sewer Relief, Contract No. 5-63, for an amount not to exceed $353,791; and,
B. Approve a contingency of$53,069 (15%).
SUMMARY
The Dover Drive Trunk Sewer Relief, Contract No. 5-63, provides for the increase in the
hydraulic capacity of approximately 7,300 feet of existing sewer lines located along
Dover Drive, between Irvine Avenue and Pacific Coast Highway, in the City of Newport
Beach.
Atkins North America, Inc., (Atkins) formerly PBS&J, has successfully furnished
engineering services for the design of Contract No. 5-63 and their engineering support
services during construction will provide continuity through the completion of the project.
The proposed construction services include reviewing submittals, answering
Contractor's requests for information, reviewing design changes, assisting with claims
avoidance and dispute resolution, participating in the final inspection, preparing record
drawings, and assisting in closeout of the project.
PRIOR COMMITTEE/BOARD ACTIONS
December 2012 — Authorized the General Manager to negotiate a Professional
Consultant Services Agreement with Atkins North America, Inc. (Atkins) for construction
support services for Dover Drive Trunk Sewer Relief, Contract No. 5-63.
September 2008 — Approved Professional Design Services Agreement with PBS&J for
Dover Drive Trunk Sewer Relief, Contract No. 5-63, providing for engineering design
services for an amount not to exceed $956,431 and approve a contingency of $95,643
(10%).
ADDITIONAL INFORMATION
None.
Page 1 of 2
CEQA
This project was included in the June 2007 Collections, Programmatic Environmental
Impact Report, was certified on August 22, 2007 and a Notice of Determination was
filed on August 23, 2007.
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
This request complies with authority levels of the Sanitation District's Delegation of
Authority. This item has been budgeted (FY2012-13 Section 8, Page 31) and the
budget is sufficient for the recommended action.
Date of ADDroval Contract Amount Contingency
03/27/13 $353,791 $53,069(15%)
ATTACHMENT
The following affachment(s) are provided in hard copy and may also be viewed on-line at the OCSD
website(www.ocsd.coml with the complete agenda package:
Professional Consultant Services Agreement (16 Pages)
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Page 2 of 2
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PROFESSIONAL CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 27' day of March,
2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to
as "SANITATION DISTRICT', and ATKINS NORTH AMERICA, INC., for purposes of this
Agreement hereinafter referred to as "CONSULTANT".
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide
Construction Support Services for Dover Drive Trunk Sewer Relief, Contract No. 5-63; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services for
Construction Support Services in connection with these requirements; and,
WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with
the Delegation of Authority (DOA) Section 5.7 (f)and (g)for the selection of Construction
Support Services and has proceeded in accordance with said procedures to perform this work;
and,
WHEREAS, at its regular meeting on March 27, 2013 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this Agreement
between the SANITATION DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional and technical services to
accomplish those project elements outlined in the Scope of Work attached hereto as
"Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, completeness, and coordination of all design, drawings, specifications,
and other services furnished by the CONSULTANT under this Agreement,
including the work performed by its Subconsultants. Where approval by the
SANITATION DISTRICT is indicated, it is understood to be conceptual approval
only and does not relieve the CONSULTANT of responsibility for complying with
all laws, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the standards of best
engineering practice for clarity, uniformity, and completeness.
PCSA CONTRACT NO. 5-63
Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
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C. In the event that work is not performed to the satisfaction of the SANITATION
DISTRICT and does not conform to the requirements of this agreement or any
applicable industry standards, the CONSULTANT shall, without additional
compensation, promptly correct or revise any errors or deficiencies in its designs,
drawings, specifications, or other services within the timeframe specified by the
Project Engineer/Project Manager. The SANITATION DISTRICT may charge to
CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. All CADD drawings, figures, and other work shall be produced by
CONSULTANTS and Subconsultants using the SANITATION DISTRICT
standard software. Conversion of CADD work from any other non-standard
CADD format to the SANITATION DISTRICT format shall not be acceptable in
lieu of this requirement.
Electronic files shall be subject to an acceptance period of 30 calendar days
during which the SANITATION DISTRICT shall perform appropriate acceptance
tests. CONSULTANT shall correct any discrepancies or errors detected and
reported within the acceptance period at no additional cost to the SANITATION
DISTRICT.
E. All professional services performed by the CONSULTANT, including but not
limited to all drafts, data, correspondence, proposals, reports, and estimates
compiled or composed by the CONSULTANT, pursuant to this Agreement, are
for the sole use of the SANITATION DISTRICT, its agents and employees.
Neither the documents nor their contents shall be released to any third parry
without the prior written consent of the SANITATION DISTRICT. This provision
does not apply to information that (a)was publicly known, or otherwise known to
the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, (b)subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for services in accordance with the
following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Three Hundred Fifty
Three Thousand Seven Hundred Ninety-One Dollars ($ 353,791). 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"— Final Negotiated Fee
Proposal.
PCSA CONTRACT NO. 5-63
Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
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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 Suboonsultants
for overhead at the rate equal to the percentage of burdened labor as specified in
Attachment"E"—Final Negotiated 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"- Final Negotiated Fee Proposal.
E. Suboonsultants
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Suboonsultant total compensation on an hourly-rate
basis per the attached hourly rate Schedule and as specified in the Scope of
Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs
of Subconsultant fees and charges in an amount not to exceed the sum set forth
in Attachment"G"— Personnel Hourly Rates.
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"- Final Negotiated 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
PCSA CONTRACT NO.5-63
Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
Page 3 of 16
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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 Subsection C—Overhead above.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total compensation,
provided that the total compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall allocate costs
in the same manner as it would for payment requests as described in this Section
of the Agreement. CONSULTANT shall warrant and certify the accuracy of these
costs and understand that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
B. CONSULTANT may submit monthly or periodic statements requesting payment
for those items included in Section 2- COMPENSATION hereof in the format as
required by the SANITATION DISTRICT. Such requests shall be based upon the
amount and value of the work and services performed by CONSULTANT under
this Agreement and shall be prepared by CONSULTANT and accompanied by
such supporting data, including a detailed breakdown of all costs incurred and
project element work performed during the period covered by the statement, as
may be required by the SANITATION DISTRICT.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
If the SANITATION DISTRICT determines that the work under this Agreement or
any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION DISTRICT;
or
ii. The percentage of the work accomplished for each project element.
He may, at his discretion, retain an amount equal to that which insures that the
total amount paid to that date does not exceed the percentage of the completed
work for each project element or the project in its entirety.
PCSA CONTRACT NO. 5-63
Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
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C. CONSULTANT may submit periodic payment requests for each 30-day period of
this Agreement for the profit as set forth in Section 2 -COMPENSATION above.
Said profit payment request shall be proportionate to the work actually
accomplished to date on a per-project-element basis. In the event the
SANITATION DISTRICT's Director of Engineering determines that no satisfactory
progress has been made since the prior payment, or in the event of a delay in the
work progress for any reason, the SANITATION DISTRICT shall have the right to
withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this Agreement, and upon acceptance of such work by the SANITATION
DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for
such work, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon
termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this Agreement other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
F. Pursuant to the California False Claims Act(Government Code Sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this Agreement
may be held liable for treble damages and up to a $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; ore) 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 employ employees who will perform work during
the design and preconstruction phases of a construction contract, as more specifically
defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing
wage requirements with respect to such employees.
PCSA CONTRACT NO.5-63
Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
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6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND
SPECIFICATIONS
A. Ownership of Documents for the Professional Services performed.
All documents, including but not limited to, original plans, studies, sketches,
drawings, computer printouts and disk files, and specifications prepared in
connection with or related to the Scope of work or Professional Services, shall be
the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Professional Services are terminated: a) by
the completion of the Agreement, or b) in accordance with other provisions of this
Agreement. Notwithstanding any other provision of this paragraph or Agreement,
the CONSULTANT shall have the right to make copies of all such plans, studies,
sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the plans or specifications, where the subsequent changes
or uses are not authorized or approved by CONSULTANT, provided that the
service rendered by CONSULTANT was not a proximate cause of the damage.
7. INSURANCE
A. General
I. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept
State Compensation Insurance Fund, for the required policy of Workers
Compensation Insurance subject to the SANITATION DISTRICT's option to
require a change in insurer in the event the State Fund financial rating is
decreased below"B". Further, the SANITATION DISTRICT will require
Contractor to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within 20 days of written
notice to Contractor, 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
PCSA CONTRACT NO. 5-63
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Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse
and Underground) must be included in the General Liability policy and coverage
must be reflected on the submitted Certificate of Insurance.
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 One Million Dollars ($1,000,000) or
alternatively, 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. 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.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Three Million Dollars
PCSA CONTRACT NO. 5-63
Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
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($3,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of CONSULTANT during the course of performing services under the term of this
Agreement.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated.All certificates
and endorsements are to be received and approved by the SANITATION
DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25-S(7/97)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.
PCSA CONTRACT NO.5-63
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• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25-S (7/97)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 Contracts
Administration, Div. 230, and shall be received by the SANITATION DISTRICT
not less than thirty (30) days prior to the effective date of the change(s) if the
change would reduce coverage or increase deductibles or SIR amounts or
otherwise reduce or limit the scope of insurance coverage provided to the
SANITATION DISTRICT.
I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
PCSA CONTRACT NO. 5-63
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self insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
8. SCOPE CHANGES
In the event of a change in the scope of the proposed project, requested by
SANITATION DISTRICT, the parties hereto shall execute an addendum to this
Agreement setting forth with particularity all terms of the new Agreement, including but
not limited to any additional CONSULTANT's fees.
9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
Agreement, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this project by CONSULTANT.
CONSULTANT shall include a description of the scope of work to be done by each
Subconsultant and each CONSULTANT's project team member. CONSULTANT shall
include the respective compensation amounts for CONSULTANT and each
Subconsultant on a per-project-element basis, broken down as indicated in Section 2-
COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's personnel are comprised of registered engineers and a staff of
specialists and draftsmen in each department. The firm itself is not a registered
engineer but represents and agrees that wherever in the performance of this Agreement
requires the services of a registered engineer. Such services hereunder will be
performed under the direct supervision of registered engineers.
PCSA CONTRACT NO. 5-63
Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
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11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this Agreement. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this Agreement during the term of this Agreement
and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all Project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
be available to assist SANITATION DISTRICT's auditor in obtaining all Project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to make CONSULTANT an employee of the
SANITATION DISTRICT.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid.
Notices shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Gary V. Prater, Principal Contracts Administrator
Copy: Hardat Khublall, Project Manager
PCSA CONTRACT NO. 5-63
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Notices shall be mailed to CONSULTANT at:
ATKINS NORTH AMERICA, INC.
625 The City Drive South
Suite 200
Orange, CA 92868-4946
Attention: M. Cenk Yavas, PE, D.WRE
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT's staff must be approved in
writing by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this Agreement at any time, without cause,
upon giving thirty(30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT and/or
CONSULTANT in accordance with Section 13- NOTICES.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, computation and study materials in its files pertaining to
the work described in this Agreement, which is requested in writing by the SANITATION
DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this Agreement that it pays employees not
less than the minimum wage as defined by law, and that it does not discriminate in its
employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each party is a person duly authorized to
execute agreements for that party.
PCSA CONTRACT NO.5-63
Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
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18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or inequity 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.
20. PROGRESS REPORTS
Monthly progress reports shall be submitted for review by the tenth day of the following
month and must include as a minimum: 1) current activities, 2)future activities, 3)
potential items that are not included in the Scope of Work, 4) concerns and possible
delays, 5) percentage of completion, and 6) budget status.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT'S sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S
officers, directors, employees, CONSULTANT'S, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT'S fees and costs and the
SANITATION DISTRICT'S general and administrative expenses; individually, a"Claim";
collectively, "Claims")which may arise from or are in any manner related, directly or
indirectly, to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this Agreement to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals,
officers, agents, employees, 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
PCSA CONTRACT NO.5-63
Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
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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 parry, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
PCSA CONTRACT NO. 5-63
Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
Page 14 of 16
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24. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the Department and may
be considered in future CONSULTANT selection processes.
25. CLOSEOUT
When the SANITATION DISTRICT determines that all Work authorized under the
Agreement is fully complete and that the SANITATION DISTRICT requires no further
work from CONSULTANT, or the Agreement is otherwise terminated or expires in
accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the
Consultant written notice that the Agreement will be closed out. CONSULTANT shall
submit all outstanding billings, Work submittals, deliverables, reports or similarly related
documents as required under the Agreement within thirty (30)days of receipt of notice of
Agreement closeout.
Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall
commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be
furnished, completed, or corrected at the CONSULTANT'S cost.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative Closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to
complete any portions of the Work, the non-completion of which were not disclosed to
the SANITATION DISTRICT (regardless of whether such nondisclosures were
fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under
all those provisions of the Agreement which expressly or by their nature extend beyond
and survive final Agreement Acceptance.
Any failure by the SANITATION DISTRICT to reject the work or to reject the
CONSULTANT'S request for final Agreement Acceptance as set forth above shall not be
deemed to be Acceptance of the Work by the SANITATION DISTRICT for any purpose
nor imply Acceptance of, or agreement with, the Consultant's request for final
Agreement Acceptance.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
PCSA CONTRACT NO. 5-63
Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
Page 15 of 16
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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: ATKINS NORTH AMERICA, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A"—Scope of Work
Attachment"B"—Labor Hours Matrix
Attachment"D"—Allowable Direct Costs
Attachment"E"—Final Negotiated Fee Proposal
Attachment"G"— Personnel Hourly Rates
GVP:yp
EDMS:003970709
PCSA CONTRACT NO. 5-63
Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF
Page 16 of 16
OPERATIONS COMMITTEE Mewing Date TOBd.Of W.
03/06/13 03/27/13
AGENDA REPORT Item Number Item Number
3
Orange County Sanitation District
FROM: James D. Ruth, General Manager
Originator: Nick Kanetis, Director of Engineering
Project Manager: Jeff Brown, Senior Engineer
SUBJECT: OPENCEL LEASE PURCHASE AGREEMENT AMENDMENT TO
INCLUDE APPLICABLE TAXES
GENERAL MANAGER'S RECOMMENDATION
Amend the motion, Item 15, July 28, 2010, authorizing an Agreement with OpenCEL,
LLC for installation of Equipment and Onsite Proprietary Testing of Plant No. 1 Waste
Activated Sludge Treatment, Project No. SP-125-6, to include all applicable taxes.
SUMMARY
A proprietary process marketed by OpenCEL, LLC treats sludge prior to anaerobic
digestion to increase its digestibility, resulting in cost savings from increased digester
gas production and reduced amounts of residual biosolids. By action on July 28, 2010,
the Board of Directors authorized a sole source installation and lease (with an option to
purchase) of OpenCEL equipment for onsite testing, which is about to begin. The
authorized lease payments and purchase price did not include sales tax that is payable
on these amounts, and no project contingency funds were included in the authorization
that could be used to pay the tax. Staff estimates a maximum sales tax liability of
$112,000 (8% of the price), resulting in monthly lease payments of about $34,500 and a
not-to-exceed purchase cost of$1,512,000.
PRIOR COMMITTEE/BOARD ACTIONS
July 2010 —Authorized a turn-key installation of OpenCEL equipment and all necessary
auxiliary equipment and utilities for an amount not to exceed $300,000; Approved a sole
source lease purchase of OpenCEL equipment for onsite proprietary testing for a
maximum of 36 months at a cost of $32,000 per month, and a down payment of
$250,000; and Authorized purchase of the OpenCEL equipment for a total amount not
to exceed $1,400,000 upon successful testing.
CEQA
N/A
Page 1 of 2
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
This request complies with authority levels of the Sanitation District's Delegation of
Authority. This item has been budgeted. (Line item: Section 8, Page 13, SP-125).
Project contingency funds will not be used for this amendment.
Date of ADDroval Contract Amount Contlnoencv
07/28/10 $1,700,000 0
JB:sa:gc
Page 2 of 2
OPERATIONS COMMITTEE meeting Date TOBd.Of Dir.
03/06/13 03/2]/13
AGENDA REPORT ItemNumber Item Number
a
Orange County Sanitation District
FROM: James D. Ruth, General Manager
Originator: Nick Kanetis, Director of Engineering
CIP Project Manager: Hardat Khublall
SUBJECT: DOVER DRIVE TRUNK SEWER RELIEF, CONTRACT NO. 5-63
GENERAL MANAGER'S RECOMMENDATION
Approve a Reimbursement Agreement with the City of Newport Beach for street
improvements along Dover Drive for the Dover Drive Trunk Sewer Relief, Contract
No. 5-63, in an amount not to exceed $633,000, in a form approved by General
Counsel.
SUMMARY
The Dover Drive Trunk Sewer Relief, Contract No. 5-63, provides for the increase in the
hydraulic capacity of approximately 7,300 feet of existing sewer lines located along
Dover Drive, between Irvine Avenue and Pacific Coast Highway, in the City of Newport
Beach (City). Construction of this trunk sewer requires excavating trenches along
Dover Drive and installing new 24-inch diameter sewer lines. As part of the City's
permit conditions, the Orange County Sanitation District (Sanitation District) is required
to grind and cap portions of the street pavement and rebuild another section of the
street that will be damaged from its construction activities.
Upon completion of the Sanitation District project, the City will begin its own
construction project to repave Dover Drive. As such, the City has agreed to perform the
Sanitation District pavement work required by the City permit. Performing the work in
this manner will minimize impacts to the environment, the public, and surrounding
communities.
The cost of the street repairs related to the project has been established with the
preparation of a detailed engineering estimate and agreed upon with the City in the
amount of$633,000.
The proposed reimbursement agreement provides for the reimbursement by the
Sanitation District to the City in the amount of $633,000 for the City's construction of the
Sanitation District's required pavement repairs to be done as part of a City roadway
rehabilitation project following the completion of the Dover Drive Trunk Sewer Relief
project.
PRIOR COMMITTEE/BOARD ACTIONS
None.
Page 1 of 2
ADDITIONAL INFORMATION
None.
CEQA
This project was included in the June 2007 Collections, Programmatic Environmental
Impact Report, was certified on August 22, 2007 and a Notice of Determination was
filed on August 23, 2007.
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
This request complies with authority levels of the Sanitation District's Delegation of
Authority. This item has been budgeted (FY2012-13 Section 8, Page 31) and the
budget is sufficient for the recommended action.
Date of ADDroval Contract Amount Contingency
03/27/13 $633,000 N/A
ATTACHMENT
The following attachment(s) are provided in hard copy and may also be viewed on-line at the OCSD
website(www.ocsd.coml with the complete agenda package:
Reimbursement Agreement (8 Pages)
NK:HK:dm:gc
Page 2 of 2
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REIMBURSEMENT AGREEMENT
BETWEEN THE ORANGE COUNTY SANITATION DISTRICT (OCSD)
AND THE CITY OF NEWPORT BEACH (CITY) FOR THE DOVER DRIVE
PAVEMENT RESTORATION IN THE CITY OF NEWPORT BEACH
OCSD Contract No. 5-63
THIS REIMBURSEMENT AGREEMENT ("Agreement"), is made and entered into on this
day of , 2013,by and between the:
ORANGE COUNTY SANITATION DISTRICT, a County
Sanitation District,hereinafter referred to as"OCSD";
AND
CITY OF NEWPORT BEACH, California, a Municipal
Corporation,hereinafter referred to as"CITY."
OCSD and CITY are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as "Parties."
RECITALS
WHEREAS, OCSD is a duly organized County Sanitation District existing pursuant to the
County Sanitation District Act, California Health and Safety Code section 4700, et seq., providing for
the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities
within Orange County, California; and
WHEREAS, CITY is a municipal corporation duly organized and validly existing under the
laws of the State of California with the power to carry on its business as it is now being conducted under
the statutes of the State of California and the Charter of the City; and
WHEREAS, OCSD owns, operates and maintains a trunk sewer within the CITY located
beneath Dover Drive (hereinafter, OCSD's existing sewer line shall be referred to as the "Sewer," the
location of which is depicted on Exhibit "A", attached hereto and incorporated in full by this reference),
and OCSD is planning a project for the total replacement of its Sewer (hereinafter, "OCSD Sewer
Improvement"); and
WHEREAS, following completion of the OCSD Sewer Improvement, OCSD is responsible for
the pavement restoration of the street overlying the Sewer including repaving(grind and cap); and
WHEREAS, CITY is planning a project to improve the street overlying OCSD's Sewer
following completion of the OCSD Sewer Improvement(hereinafter,"CITY Improvements"); and
909822.1
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WHEREAS, OCSD and CITY desire to perform OCSD pavement restoration and CITY
Improvements in a manner that minimizes the impacts to the environment, the public and surrounding
community; and
WHEREAS,CITY has agreed to complete OCSD's obligation to restore the pavement as part of
the CITY Improvements (hereinafter, the proposed CITY Improvements and pavement restoration
following completion of the OCSD Sewer Improvements shall be referred to as the "Street
Improvement");
WHEREAS,OCSD has agreed to reimburse CITY for OCSD's share of the Street Improvement
costs in the manner and subject to the conditions set forth below.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties
hereto agree as follows:
Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated
in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and
agrees that they are bound by the same.
Section 2: Elements of Agreement. OCSD and CITY shall work cooperatively together so
the Street Improvement can be constructed in a manner that minimizes the costs and impacts to the
public. The specific terms and conditions governing the elements of this Agreement are set forth
hereinafter.
Section 3: CITY's Specific Obligations.
A. CITY shall be responsible for the design, construction, and on-going maintenance
of the Street Improvement.
B. CITY shall be responsible for compliance with the California Environmental
Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.) for all
activities associated with the Street Improvement and CITY shall be the Lead
Agency for purposes of CEQA and, in such capacity, shall conduct such
environmental review (whether by Environmental Impact Report, Mitigated
Negative Declaration, Negative Declaration, or Notice of Exemption) as CEQA
may require. CITY shall supply to OCSD a copy of the CITY-approved
environmental review document.
C. CITY shall obtain all necessary permits for construction of the Street
Improvement from federal, state and local authorities.
D. The CITY shall include raising of all OCSD manhole covers within the Street
Improvement project limits to finished grade at no additional expense to OCSD.
909822.1
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All work related to the raising of all OCSD manholes shall comply with OCSD's
standards.
E CITY shall issue a permit to OCSD and waive all related fees for the construction
of OCSD's Sewer Improvement.
Section 4: OCSD's Specific Oblieations.
A. OCSD shall be responsible for the construction and maintenance of OCSD Sewer
Improvements, and, in addition, shall pave the street replacement pavement
section with a "T" Trench section per City Standards over the Sewer following
completion of the OCSD Sewer Improvements.
B. OCSD shall reimburse CITY for the costs agreed to herein related to pavement
restoration (grind and cap) Dover Drive between Mariners Drive and Westcliff
Drive, and Southbound Dover Drive from Westcliff Drive to West Coast
Highway. In addition, OCSD shall reimburse the City for half the cost of the
structural reconstruction of Dover Drive from Irvine Avenue to Mariners Drive.
OCSD shall not be responsible for an amount greater than the estimated cost of
rehabilitating the street agreed upon herein, which amount is based on the cost
OCSD would have had to expend if OCSD was solely responsible for such work
had OCSD completed the pavement restoration and complied with the CITY's
pavement requirements. The costs shall be calculated based on an engineer's cost
estimate using current industry prices, and OCSD shall only be responsible for
such reimbursement amounts as provided for in Section 5 herein. OCSD's share
of the Street Improvement costs shall not include costs and services for the design
and construction of CITY's Improvements.
C. Aside from OCSD's obligation to reimburse CITY as provided herein, OCSD will
not participate nor be involved in the CITY Improvement or the Street
Improvement.
D. OCSD shall provide field inspection at OCSD's cost for raising all OCSD's
manhole covers to grade by CITY's contractor as part of Street Improvement.
Section 5: Timine and Amount of Reimbursement.
OCSD is obligated to reimburse the CITY hereunder a lump sum amount of Six Hundred and
Thirty Three Thousand Dollars ($633,000.00), which represents 50% of the full depth asphalt
reconstruction of Dover Drive from Irvine Avenue to Mariner's Drive, 100% of the asphalt overlay of
Dover Drive from Mariner's Drive to Westcliff Drive and 50% of the asphalt overlay of South-bound
Dover Drive from Westcliff Drive to Pacific Coast Highway. Reimbursement total includes a 10%
administration fee. Monies shall be disbursed to the CITY via a lump sum amount, upon the start of
construction of OCSD's Sewer Improvement project. CITY agrees that the amount stated herein is the
full amount OCSD is required to pay for OCSD's share of the costs for the Street Improvement and any
related costs, and CITY shall not be entitled to any more money from OCSD as reimbursement for the
Street Improvement.
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Section 6: Indemnification.
A. CITY shall indemnify, defend and hold OCSD, its officers, agents, employees,
and consultants harmless from any and all actions, suits, claims, liability or
expense for death, injury, loss, or damage to persons or property which may arise
or is claimed to have arisen during or out of construction of the CITY
Improvements and/or Street Improvement, as a result of any work or action
performed by or on behalf of CITY, its officers, agents, employees or consultants,
save and except in those instances where such expense, liability or claim is solely
caused by any act, omission, or negligence of OCSD, its officers, agents,
employees or consultants.
B. OCSD shall indemnify, defend and hold CITY, its elected and appointed officials,
officers, agents, employees, and consultants, harmless from any and all actions,
suits, claims, liability or expense for death, injury, loss or damage to persons or
property which may arise or is claimed to have arisen as a result of any act
performed by OCSD, its officers, agents, employees or consultants, with respect
to the construction of the OCSD Sewer Improvements and Street Improvement, as
a result of or in connection with the maintenance and operation of the OCSD
Improvements, except in those instances where such expense, liability or claim is
solely caused by any act, omission or negligence of CITY, its officers, agents,
employees or consultants.
Section 7: Term. This Agreement shall commence on the above written date, and be in full
force and effect until the specified obligations of both Parties have been fulfilled or the Agreement is
terminated as set forth herein.
Section 8: Notices. All notices or other communications required or permitted hereunder
shall be in writing and shall be personally delivered or sent by registered or certified mail, postage
prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed
received upon the earlier of. (i)the date of delivery to the address of the person to receive such notice if
delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of
posting by the United States Post Office if by mail; or(iii) when sent if given by electronic transmission.
Any notice, request, demand, direction, or other communication sent by electronic transmission must be
confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications
shall be addressed as follows:
To OCSD: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Clerk of the Board
Facsimile: (714) 962-5018
To CITY: City of Newport Beach
3300 Newport Boulevard
Newport Beach,CA 92663
909822.1
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Attention: Michael J. Sinacori,P.E.
Facsimile: (949) 644-3020
Section 9: Jurisdiction. In the event of a dispute regarding performance or interpretation of
this Agreement, the venue for any action to enforce or interpret this Agreement shall lie in the Superior
Court of California for Orange County.
Section 10: No Third Party Beneficiaries. This Agreement is entered into by and for the
OCSD and the CITY, and nothing herein is intended to establish rights or interests in individuals or
entities not a party hereto.
Section 11: Force Maieure. Except for the payment of money, neither Party shall be liable for
any delays or other non-performance resulting from circumstances or causes beyond its reasonable
control, including without limitation, fire or other casualty, Act of God, strike or labor dispute, war or
other violence, acts of third parties, or any law, order, or requirement of any governmental agency or
authority.
Section 12: Governing Law. This Agreement shall be governed by the laws of the State of
California.
Section 13: Entire Agreement. This Agreement constitutes the entire understanding and
agreement between the Parties and supersedes all previous negotiations and agreements between the
Parties pertaining to the subject matter hereof.
Section 14: Waiver. A waiver of a breach of the covenants, conditions, or obligations under
this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same
or other covenants, conditions, or obligations of this Agreement.
Section 15: Modification. Alteration, change, or modification of this Agreement shall be in
the form of a written amendment,which shall be signed by both Parties.
Section 16: Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
Section 17, Agreement Execution and Authorization. Each of the undersigned represents and
warrants that they are duly authorized to execute and deliver this Agreement and that such execution is
binding upon the entity on whose behalf they are executing this Agreement. This Agreement may be
executed in counterparts.
Section 18: Amendments. This Agreement may be modified or amended only by a written
document executed by the CITY and OCSD and approved as to form by each party's respective
Attorney.
Section 19: Attorneys Fee. In the event of any dispute or legal action arising under this
Agreement, the prevailing party shall not be entitled to attorneys' fees.
909822.1
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[SIGNATURES ON FOLLOWING PAGE]
989822.1
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day
and year first above written.
ORANGE COUNTY SANITATION DISTRICT
By
Troy Edgar, Chair of the Board of Directors
ATTEST:
By
Maria Ayala, Clerk of the Board of Directors
APPROVED AS TO FORM:
GENERAL COUNSEL
By
Bradley R. Hogin
CITY OF NEWPORT BEACH
By
Keith D. Curry,Mayor
ATTEST:
By
Leilani I. Brown, City Clerk
APPROVED AS TO FORM
By
Aaron Harp, City Attorney
909822.1
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DOVER DRIVE TRUNK SEWER RELIEF
CONTRACT No. 5-63
EXHIBIT "A"
OPERATIONS COMMITTEE MeedngDate To ad.of Di,
03,06,13 --
AGENDA REPORT Item Number Item Number
s
Orange County Sanitation District
FROM: James D. Ruth, General Manager
Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: PROPOSED SEWER SERVICE FEE SCHEDULE AND CAPITAL
IMPROVEMENT PROGRAM
GENERAL MANAGER'S RECOMMENDATION
Informational only item.
SUMMARY
Staff will present the Capital Improvement Program and the proposed user fee
schedule.
PRIOR COMMITTEE/BOARD ACTIONS
February 2013 Operations Committee: Presentation on Proposed Rate Schedule
Administration Committee: Consider a five year rate schedule for
regional sewer service charges and industrial sewer service
charges, which includes a 4.8% rate increase effective July 1,
2013, followed by four annual increases of 2.4%.
Board Meeting: Set March 27, 2013, as the date of the Public
Hearing to hear protests and for the second reading of the
Ordinance No. OCSD-41 and OCSD-42.
January 2013 Board Meeting: Receive and file the Sanitation District's
Wastewater Revenue Program Rate Study completed by Carollo
Engineers.
December 2012 Board Meeting: Direct staff to prepare and mail Proposition 218
notifications outlining a Regional and Local sewer service fee
schedule.
Page 1 of 2
ADDITIONAL INFORMATION
N/A
CEQA
N/A
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
N/A
Page 2 of 2