HomeMy WebLinkAbout06-06-2018 Operations Committee Meeting Agenda Packet Orange County Sanitation District Wednesday, June 6, 2018
Regular Meeting of the 5:00 P.M.
OPERATIONS COMMITTEE Administration Building
Board Room
10844 Ellis Avenue
Fountain Valley, CA 92708
(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 Any items withdrawn from the Consent Calendar for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 May 2, 2018 Operations Committee
Meeting.
2. NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72
(Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to: Approve the Sewer
Transfer Agreement between the Orange County Sanitation District and the City of
Anaheim, conveying existing sewer pipe and appurtenant facilities, located on State
College Boulevard to the City of Anaheim, in conjunction with Newhope-Placentia
Trunk Replacement, Segment B, Contract No. 2-72B and direct the Clerk of the Board
to record the Agreement upon completion of the project.
06/06/2018 Operations Comm@tee Agerda Page 1 of 5
3. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126
(Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Award a Construction Contract to IQA Construction for the Safety
Improvements Program, Contract No. J-126L, for a total amount not to exceed
$212,700, to address identified roof safety and fall protection issues; and
B. Approve a contingency of$21,270 (10%).
4. LIGHTING SYSTEMS INSPECTIONS, MAINTENANCE, AND REPAIR SERVICES
FOR OCCUPIED BUILDINGS (Ed Torres)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Service Contract with Inter-Pacific, Inc., Specification No. S-2018-
90713D, to provide lighting systems inspections, maintenance, and repair
services at Plant Nos. 1 and 2, for one 3-year period from August 1, 2018
through July 31, 2021, for an amount not to exceed $560,200, with one 3-year
renewal option; and
B. Approve a contingency of$112,040 (20%) for each 3-year contract period.
5. AWARD AN AGREEMENT FOR LIQUID OXYGEN PURCHASE AND
ASSOCIATED VAPORIZATION SYSTEM MAINTENANCE — SPECIFICATION NO.
C-2018-926BD (Ed Torres)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Award a Chemical Supplier Agreement to Airgas USA, LLC for the purchase
of liquid oxygen, Specification No. C-2018-92613D, for the period beginning
August 21, 2018 through August 20, 2019 for a unit price of $0.2345 per
centum cubicfeet(ccf)delivered, plus applicable sales tax, for a total estimated
annual amount of$404,278; with four (4) one-year renewal options;
B. Authorize the General Manager to approve price adjustments based upon
indices from Southern California Edison's Rate Time-of-Use (TOU)-8 Base
Interruptible Program (BIP) and Bureau of Labor Statistics' Employment Cost
Index for subsequent agreement periods; and
C. Authorize services related to routine and emergency maintenance of the
Orange County Sanitation District's liquid oxygen storage and vaporization
equipment for the period beginning August 21, 2018 through August 20, 2019
a total estimated annual amount of $20,000; with four (4) one-year renewal
options.
06/06/2018 Operatiom Committee Agenda Page 2 of 5
6. TRICKLING FILTER "A" PLANT NO. 2 REPAIR (Ed Torres)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Sole Source Purchase Order to Ovivo USA, LLC to refurbish and
repair Trickling Filter "A" rotary distributor and associated damaged
components for a total amount not to exceed $175,085; and
B. Approve a contingency of$35,017 (20%).
NON-CONSENT:
7. PLANT NO. 1 FLEET SERVICES UST LEAK REMEDIATION, PROJECT NO.
FE14-05 (Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to: Reject the bid from
Engineering/Remediation Resources Group, Inc. (ERRG) as "Non-Responsive" due
to its failure to comply with the Invitation for Bids requirements.
8. BIOSOLIDS MASTER PLAN, PROJECT NO. PS15-01 (Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Consider, receive, and certify the Final Program Environmental Impact Report
for the Biosolids Master Plan, Project No. PS15-01, dated May 2018; and
B. Adopt Resolution No. OCSD 18-XX, entitled: "A Resolution of the Board of
Directors of the Orange County Sanitation District Certifying the Program
Environmental Impact Report for the Biosolids Master Plan, Project
No. PS15-01; Adopting a Statement of Facts and Findings; Adopting a
Mitigation Monitoring and Reporting Program; and Approving the Biosolids
Master Plan, Project No. PS15-01.
9. BIOGAS SCRUBBING PROCESS IMPROVEMENT, PROJECT RE17-02
(Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a sole source Professional Consultant Services Agreement to provide
Biogas Scrubber Evaluation, Phase 3 Pilot Testing Services, with Carollo
Engineers, Inc. for an amount not to exceed $656,783;
B. Approve a contract contingency of$98,517 (15%); and
C. Approve a royalty agreement with Carollo Engineers, Inc., to affirm Carollo's
obligation to provide the Orange County Sanitation District with 20% of the net
revenue from licensing.
06/06/2018 Operatiom Committee Agenda Page 3 of 5
10. ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS, CONTRACT NO.
FE18-00-XX (Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve Annual Professional Design Services Agreements with the following
firms for professional engineering design and construction support services
commencing July 1, 2018 with a maximum annual fiscal year contract limitation
not to exceed $600,000 for each Professional Design Services Agreement:
1. AECOM Technical Services, Inc., Contract No. FE18-00-01
2. Black & Veatch Corporation, Contract No. FE18-00-02
3. Dudek, Contract No. FE18-00-03
4. GHD, Inc., Contract No. FE18-00-04
5. HDR Engineering, Inc., Contract No. FE18-00-05
6. IDS Group Inc., Contract No. FE18-00-06
7, Infrastructure Engineering Corporation, Contract No. FE18-00-07
8. Michael Baker International, Inc., Contract No. FE18-00-08; and
B. Approve two additional one-year optional extensions for each PDSA.
11. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE
REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Designate the currently owned property at 18475 Pacific Street and
18484 Bandilier Circle as the preferred location for the Headquarters Building,
with a pedestrian bridge to Plant No. 1; and
B. Direct staff to re-evaluate options for the rehabilitation or replacement of the
Laboratory Building.
12. SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT NO.
P1-101 (Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to: Approve a
contingency increase of$5,076,400 (4%)to the construction contract with W.M. Lyles
Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101,
for a total contingency of $14,594,400 (11.5%).
INFORMATION ITEMS:
13. 2018-19 & 2019-20 BUDGET UPDATE PRESENTATION
(Lorenzo Tyner)
DEPARTMENT HEAD REPORTS:
06/06/2018 Operatiom Committee Agenda Page 4 of 5
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
ADJOURNMENT:
The next Operations Committee meeting is scheduled for THURSDAY, July 5, 2018 at
5:00 P.M.
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related
accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at(714)593-7433 at
least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of
accommodation requested.
Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has
been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue,
Fountain Valley, 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
Clerk of the Board
(714)593-7433
For any questions on the agenda,Committee members may contact staff at:
General Manager Jim Nerberg (714)593-7300
Assistant General Manager Bob Ghlrelii (714)593-7400 .r"'v, i :uri
Assistant General Manager Rob Thompson (714)593-7310 hcrx
Director of Environmental Jim Colston (714)593-7450
Services
Director of Operations& Ed Tomes (714)593-7080 orn z r :or,
Maintenance
06/06/2018 Operations Commiltee Agenda Page 5 of 5
ITEM NO. 1
MINUTES OF THE
OPERATIONS COMMITTEE
Orange County Sanitation District
Wednesday, May 2, 2018, 5:00 p.m.
A regular meeting of the Operations Committee was called to order by Committee Vice-
Chair Deaton on Wednesday, May 2, 2018 at 5:00 p.m. in the Administration Building.
Director Brooke Jones led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Ellery Deaton, Vice-Chair Jim Herberg, General Manager
Denise Barnes Bob Ghirelli, Assistant General Manager
Allan Bernstein Rob Thompson, Assistant General Manager
Robert Collacott Celia Chandler, Director of Human Resources
Brooke Jones (Alternate) Jim Colston, Director of Environmental Services
Steve Jones Ed Torres, Director of Operations & Maintenance
Scott Peotter Lorenzo Tyner, Director of Finance &
Doug Reinhart (Alternate) Administrative Services
Fred Smith Tina Knapp, Deputy Clerk of the Board
Mariellen Yarc Bob Bell
Greg Sebourn, Board Chair Jennifer Cabral
David Shawver, Board Vice-Chair Ron Coss
Mike Dorman
COMMITTEE MEMBERS ABSENT: Mark Esquer
Tim Shaw Dean Fisher
Michelle Steel Alfredo Garcia
Cortney Light
Mark Manzo
Kathy Millea
Jeff Mohr
Adam Nazaroff
Ddaze Phuong
Eros Yong
OTHERS PRESENT:
Brad Hogin, General Counsel
Bob Ooten, Alternate Director, CMSD
PUBLIC COMMENTS:
None.
0 510 212 01 8 operation Committee Minotes Page 1 of 7
REPORT OF COMMITTEE CHAIR:
Committee Vice-Chair Deaton did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager Jim Herberg reminded the Committee of the Honor Walk Ceremony on
May 23 at 4:00 p.m. Mr. Herberg also reminded Committee Members scheduled for
sexual harassment AB 1661 training of the date of the training, May 16. Mr. Herberg
concluded his report with an update on Assembly Bill (AB) 2003 (Daly), which is the
legislation sponsored by OCSD pertaining to modifying bid advertising requirements, and
indicated that the bill will be heard on May 9 by the Assembly Local Government
Committee. Mr. Herberg indicated that Director Bernstein will be attending the hearing
on AB 2003 to speak on OCSD's behalf.
CONSENT CALENDAR:
Item No. 4 was pulled from the Consent Calendar for a separate discussion and vote.
1. APPROVAL OF MINUTES (Clerk of the Board)
Deputy Clerk of the Board Tina Knapp indicated a change to the recorded vote for
Item No. 6 in the minutes from April 4, 2018.
MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of the
April 4, 2018 Operations Committee Meeting.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
2, ADDENDUM NO. 4 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT
REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND
COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM
(Rob Thompson)
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to: Consider, receive, and file the Orange County Sanitation District's
Addendum No. 4 to the Supplemental Environmental Impact Report for the Final
Effluent Pump Station Annex and Collection System Odor & Corrosion Control
Program, dated April 4, 2018, to add to the Adolfo Lopez Pump Station odor and
corrosion control chemical facilities in the City of Seal Beach.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
0 510 212 01 8 Operations Committee Minutes Page 2 0 7
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
3. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT
(Rob Thompson)
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 March 31, 2018.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
5. ENVIRONMENTAL COMPLIANCE REPORTS (Jim Colston)
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to: Receive and file environmental compliance reports: Biosolids
Management Compliance Report 2017; Semi-Annual Pretreatment Program
Report Fiscal Year 2017, July-December; Annual Greenhouse Gas Emissions
Report 2017: Annual Emission Report 2017: and Marine Monitoring Annual Report
201612017.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
6. CHANGE ORDER NO. 2 TO BLANKET PURCHASE ORDER NO. 105677-OB
WITH GARRATT CALLAHAN TO PROVIDE VARIOUS CHEMICALS THAT
CONDITION BOILER WATER (Ed Torres)
MOVED, SECONDED, and DULY CARRIED TO: Ratify Change Order No. 2 to
Blanket Purchase Order 105677-OB with Garratt Callahan, providing chemicals to
condition boiler water, for the period July 1, 2016 through June 30, 2018, for an
additional amount of$33,000, for a total amount not to exceed $128,000.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
0 510 212 01 8 Operations Committee Minutes Page 3 0 7
7. CHANGE ORDER NO. 2 TO BLANKET PURCHASE ORDER NO. 105897-OB,
U.S. BANK NATIONAL ASSOCIATION DBA VOYAGER FLEET SYSTEMS,
FOR FUEL CARD PROGRAM (Ed Torres)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve Change Order No. 2 to Blanket Purchase Order No. 105897-OB
with U.S. Bank National Association chat Voyager Fleet Systems under the
State of Washington WSCA-NASPO Commercial Card Solutions Contract
Number 00612-Category 2 in the amount of $160,000 for the period
February 1, 2017 through December 31, 2018 term, for a total not to exceed
$410,000; and
B. Approve a contingency increase of $20,500 (5%) for a total contingency
amount of$70,500.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
8. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres)
MOVED SECONDED and DULY CARRIED TO: Receive and file the Fiscal Year
2017/18 Third Quarter Odor Complaint Summary.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
Item No. 4 pulled for a separate discussion and vote.
4. UTILITY AGREEMENT WITH ORANGE COUNTY TRANSPORTATION
AUTHORITY FOR FRUIT STREET TRUNK SEWER RELOCATION AND
MODIFICATION (Rob Thompson)
Due to a conflict of interest, General Counsel Brad Hogin recused himself and
exited the Board Room during the discussion of this item.
Board Chair Sebourn indicated concerns pertaining to language in the agreement
that was not as he believed per the three-party Letter of Intent dated
October 11, 2017 regarding quitclaim of OCSD's interest in the Fruit Street Trunk
Sewer. Assistant General Manager Rob Thompson provided detailed background
information for this item and addressed Board Chair Sebourn's concerns.
0 510 212 01 8 Operations Committee Minutes Page 4 0 7
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to: Approve a Utility Agreement with Orange County Transportation
Authority agreeing to define terms, conditions, and funding obligations regarding
the relocation and modification to Fruit Street Trunk Sewer, in the City of Santa
Ana, to accommodate the OC Streetcar Project.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
NON-CONSENT CALENDAR:
9. INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION FOR GWRS
FINAL EXPANSION (Rob Thompson)
Engineering Manager Kathy Millea provided an oral presentation on this item,
providing background information about the item.
MOVED SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Consider, receive, and file the Orange County Water District Initial
Study/Mitigated Negative Declaration; and
B. Adopt Resolution No. OCSD 18-XX entitled: "A Resolution of the Board of
Directors of Orange County Sanitation District adopting findings with
respect to the California Environmental Quality Act in consideration of the
Orange County Water District Groundwater Replenishment System Water
Conveyance Facilities Project Initial Study/Mitigated Negative Declaration
and CEQA-Plus Federal Consultation Review."
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Sebourn, Shawver, F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Reinhart (Alternate), Shaw, and Steel
Alternate Director Doug Reinhart arrived at 5:20 p.m.
10. CONTRACT FOR THE PURCHASE OF SODIUM HYDROXIDE,
SPECIFICATION NO. C-2018-915BD FOR ODOR AND CORROSION
CONTROL IN THE COLLECTION SYSTEM (Ed Torres)
Director of Operations and Maintenance Ed Torres provided an oral presentation
on this item, providing background information about the purchase.
0 510 212 01 8 Operations Committee Minutes Page 5 0 7
MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Award a Chemical Supplier Agreement to Brenntag Pacific, Inc., for the
purchase of Sodium Hydroxide (Caustic Soda) 50% solution, Specification
No. C-2018-915BD, for the period of July 1, 2018 through June 30, 2019,
for a unit price of$684/dry ton, delivered, plus sales tax, for a total estimated
annual amount of $967,005 with four (4) one-year renewal options; and
B. Approve a unit price contingency of 10%.
AYES: Barnes, Bernstein, Collacott, Deaton, B. Jones (Alternate),
S. Jones, Peotter, Reinhart (Alternate), Sebourn, Shawver,
F. Smith, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Shaw and Steel
INFORMATION ITEMS:
11. ORANGE COUNTY SANITATION DISTRICT COLLECTIONS, OPERATIONS,
AND MAINTENANCE OF OCSD FACILITIES (Ed Torres)
Engineering Manager Mark Esquer provided a PowerPoint presentation for this
item, which included an overview of the OCSD sewer program, OCSD staff
structure, monitoring and sampling, odor control dosing, benefits of continuous
liquid treatment in collections, and an overview of tools, equipment, and processes
used in the field to maintain the facilities.
12. CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2018-19
(Rob Thompson)
Ms. Millea provided a PowerPoint presentation on this item that included
FY 2017-18 CIP Highlights and Performance, Projected FY 2018-19 Net CIP
Outlays by Project Phase and Driver, 10-Year and 20-Year Net CIP Outlay, and
FY 2018-19 CIP Highlights.
Director Steve Jones departed the meeting at 5:58 p.m.
DEPARTMENT HEAD REPORTS:
Mr. Torres reported on electrical needs of the Sanitation District and the critical nature of
the diesel generators. Mr. Torres indicated that the Sanitation District is in the process of
testing the generators with plant-wide power outages, the first of which was very
successful today at Plant No. 2. A plant-wide power outage is planned for Plant No. 1
next week. Additional measures to test plant operability to enhance reliability and
competency of staff and assets are planned for the future.
0 510 212 01 8 Operations Committee Minutes Page 6 0 7
Mr. Thompson reported that due to the timing of protests made on the bid process for
Project No. 2-72 (Newhope-Placentia Trunk Sewer Replacement), the award of this item
will be brought directly to the Board of Directors in lieu of first being presented to the
Operations Committee. A presentation on this item and information pertaining to the
protests will be made to the full Board in the near future.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
None.
ADJOURNMENT
Committee Vice-Chair Deaton declared the meeting adjourned at 6:03 p.m. to the next
scheduled meeting of Wednesday, June 6, 2018 at 5:00 p.m.
Submitted by,
Tina Knapp, CMC
Deputy Clerk of the Board
0 510 212 01 8 Operations Committee Minutes Page 7 0 7
OPERATIONS COMMITTEE Meeting Date To Bd.of Dn.
06/06/18 06/17/18
AGENDA REPORT Item Number Item Number
2
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72
GENERAL MANAGER'S RECOMMENDATION
Approve the Sewer Transfer Agreement between the Orange County Sanitation District
and the City of Anaheim, conveying existing sewer pipe and appurtenant facilities, located
on State College Boulevard to the City of Anaheim, in conjunction with
Newhope-Placentia Trunk Replacement, Segment B, Contract No. 2-72B and direct the
Clerk of the Board to record the Agreement upon completion of the project.
BACKGROUND
Orange County Sanitation District's (Sanitation District) Newhope-Placentia Trunk
Replacement, Segment B, Contract No. 2-72B, will replace the Newhope-Placentia Trunk
with a larger sewer in State College Boulevard from the 91 Freeway to Orangewood
Avenue, in Anaheim. Project construction is expected to start in late Summer 2018.
There is an 11,300-foot-long section of sewer that is being replaced in a new and adjacent
alignment. Typically, the sewer in the existing alignment is abandoned in-place by filling
it with a low strength grout. The City of Anaheim (City) has requested ownership of this
section of the existing sewer so it can be used to collect and store stormwater runoff.
After modifications to the existing sewer, the collected runoff will infiltrate into the
surrounding groundwater.
RELEVANT STANDARDS
• Maintain collaborative and cooperative relationships with regulators, stakeholders,
and neighboring communities
• Use all practical and effective means for resource recovery
PROBLEM
The existing sewer that will be replaced, in a new alignment, requires abandonment
during construction.
PROPOSED SOLUTION
Transfer the existing sewer to the City so it will not require abandonment.
Page 1 of 3
TIMING CONCERNS
Construction in this section of sewer is scheduled to begin in November 2018.
RAMIFICATIONS OF NOT TAKING ACTION
If this sewer is not transferred to the City, the Sanitation District will incur approximately
$250,000 in additional costs.
PRIOR COMMITTEE/BOARD ACTIONS
March 2018 - Approved Cooperative Agreement between the Sanitation District and the
City of Anaheim for the installation of traffic signal cameras to be used during construction.
November 2017 - Approved Cooperative Agreement between the Sanitation District and
the City of Anaheim for paving, landscaping, and sewer improvements.
March 2017 - Approved Cooperative Agreement between the Sanitation District and the
City of Anaheim for water line replacements.
ADDITIONAL INFORMATION
During the new sewer alignment construction, modifications will be made to the existing
sewer that will allow the storm water to infiltrate into the groundwater table. The ends of
the existing sewer will be capped and physically separated to ensure that wastewater will
not leak into it. These costs are offset by the savings realized due to not having to
abandon the sewer in-place.
The final connections to the stormwater system will be conducted by the City at a later
date. The approximate 11,300-foot-long existing sewer is on State College Boulevard
from Orangewood to Vermont Avenue, in the City of Anaheim.
CEQA
As lead agency, the Sanitation District prepared a Program Environmental Impact Report
(PEIR) entitled 2007 Collection System Improvement Plan. The Board certified the PEIR
on August 22, 2007. The Sanitation District filed a Notice of Determination on
August 23, 2007. An Addendum to this PEIR was performed for 2-72B and was certified
by the Board on May 23, 2018.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Rim mh (ng
Ordlnanc:'. This item has been budgeted. (FY2017-18 Budget Update, Appendix, Page
A-7, Project No. 2-72).
Page 2 of 3
ATTACHMENTS
The following attachment(s)is available in hard copy and may also be viewed on-line at the OCSD website
with the complete agenda package:
• Sewer Transfer Agreement
Wdm:gc
Page 3 of 3
RECORDING REQUESTED
BYAND RETURN TU
ORANGE COUNTYSAMFATTON DISTRICT
10844 Fllis Avenue
Fountain Valley Califomia 92708
Alto: Clerk ofthe Board
(Space Above This line for Recorder's Use)
Exempt from recording fee-California Government Code Section 6103
SEWER TRANSFER AGREEMENT
Project 2-72B, Newhope Placentia Sewer Improvements
This sewer transfer agreement('Agreement')is dated ,2018('Effective Late')
and is between Orange County Sanitation District,a eountysanitation district organized and existing
pursuant to Health and Safety Code Section 4700 of seq. (`District')and the City of Anaheim, a municipal
corporation and charter city("City').
The District is a regional operatorofsewage collection facilities. 'fhe District incidentally owns a
cook Sewer along State College Boulevard where the Cityhas numerous connections. The City owns and
operates a local sewage collection system and the District serves the City by collecting their sewer flows.
These flows are eventually treated at the District's reclamation plants in Fountain Valley and Huntington
Beach,
The Iastrict is performing a Project that will reconstruct this sewer and will result in new
alignments and manhole locations. These changes require the District to construct new City sewers or
grant existing sewers access so all ofthe existing connection locations can be re-established.
The parties intend by this Agreement for tie District to convey to the City certain facilities,which
the City will thereaperown,maintain,and operate as pact ofthe City's local Storm Drain system
The District and the City therefore agree as follows:
1. Grant of Sewer Pipelines
LXstnct hereby grants,conveys and transfers to the City all of District's right,title,and interest in the
15 manholes and 14 sewer segments (totaling 10,250 linear feet)as depicted in Exhibit A
(collectively,`facilities')and identified as `transferred facilities"Said transter will become
effective upon cornpletion offilmg ofTlotiw of Completion ofthe sewcrreconstruction project,
which includes the construction ofthe facilities identified in Exhibit A
Sewer Transfer Agreement
between Orange County Sanitation District and
the City of Anaheim
The City agrees to execute new sewer connection permits with OCSD for al City connections that
will be re-constructed. The permit applications will be assembled by the District. The District will
issue the permits at no cost to the City.
2. No Warranty of Tale or Condition
District makes no warranty or representation ofany kind regarding its title to the Facilities,the
condition of the Facilities,or the suitability of the Facilities for any purpose. City has been provided
an oppommity to fully inspect the Facilities and has done so. Cityaccepts the Facilities bs is"
I Assignment
The benefits and burdens ofthis Agreement will be binding upon and inure to all successors-il
interest and assigns ofthe parties.
4. Release and Waiver Acceptance of Res onsibilit
City herby fully releases District from any and all liability arising out ofor relating to die Facilities.
City hereby agrees to defend and indemnify District from any related claims and assumes all riskof
damage to or arising from the Facilities,and City hereby watees all claims against the District
arising out ofor relating to the condition ofthe Faces. City hereby agrees that it shall hereafter
modify, maintain and operate the Facilities as a par ofa storm water to groundwater intimation
system,and that City alone shall be responsible for all costs thereof:
5. Amendment
,any amendment ofthis Agreement most be in writing,signed,and acknowledged by the District
and Cry and duty recorded in the Official Records ofthe County Recorder ofthe County of orange,
State ofCalifomia.
6. Entire Agreement
This Agreement(including any attached exhibits)contains the entire agreement between District
and Cry regarding the Facilities,including all representations and warranties between them.
7 Notices
Notices relating to this Agreement must be in writing and sent to the addresses set forth below A
party may change its address for notices by giving notice as required by this section. Awritten
notice w H be considered given(t)when personally delivered,or(i]two business days a fier deposit
in the United States Nbil as fast class mail,or(a)one business day after deposit with a reputable
overnight delivery service tot next business day delivery,or(iv)on the business day ofsuccessfid
transmission by electronic facsimile. The paries'addresses for notices are as follows:
To D]stricC Orange County Sanitation District
Attention:Kelley Lore,Clerk ofthe Board
Sewer Transfer Agreement
between Orange County Sanitation District and
the City of Anaheim
10844 Ellis Avenue
Fountain Valley,CA92708
To City. City ofMaheim
Attention: Ikector ol'Public Works
200 South Anaheun Boulevaid
Anaheim, CA92805
8. Authority
Each partywanants that the individuals signing this Agreetnenton theirbehalfhave the legal
poser,right and authority to make this�sgreetnent and bind each respective party.
The parties are signing this Agmcmcnt to be efleetive as ofthe Effective Date.
[Signatures appear on the following page.]
Sewer Transfer Agreement
between Orange County Sanitation District and
the City of Anaheim
Date: CTIYOF ANAHEIN4
By.
Tom Tau
Miyor
ATTEST
Liida N. Andal, CNC'
City Clerk
APPROVED AS TO FORM
KRISTN A PFUF_TWR, ACTH CTIYATFORNEY
Bryn M Marley
Eeputy City Alltnmey
Ente: ORANGE COUNIYSANTATION DISTRICT
By:
Cseg Seborun
Chair,Board of Effectors
ATTEST
Ke11y Low
Clerk ofthe Board
Approved as to Fomr.
By.
Bradley R Hugin
General Counsel
Sewer Transfer Agreement
between Orange County Sanitation Dlstubt and
the City of Anaheim
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
On before me, , a Notary Public, personally
appeared who proved to me on the basis of satisfactory evidence
to be the person(s)whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she they executed the same in his/hedtheir authorized capacity(ies), and that by hislherltheir
signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
On , before me, , a Notary Public, personally
appeared who proved to me on the basis of satisfactory evidence
to be the person(s)whose names) is/are subscribed to the within instrument, and acknowledged to me
that helsheithey executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s)on the Instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
Sewer Transfer Agreement
between Orange County Sanitation District and
the City of Anaheim
Exhibit A
Facilities to Be Transferred to City of Anaheim
Depicted via Construction Drawings
Sewer Trens(er Agreement
between Crenge County SaningUm tNe d and
N.City Of Ananwrr
CITY OF ANAHEIM
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�011� AL SYMM
CERTIFICATF.OF ACCEPTANCE
(GOS't. Code$27281)
'Ibis CERTIFICATE OF ACCEPTANCE is to certify that Sewer Trnsfer Agreement dated
and quitclaia ing eertaur sewer property located in the City of Anaheim, in the County of
Orange, State of California, has been grunted to the City ofAnaheuxy a municipal corporation and charter
city of the State of California,by the Orange Cormty Sanitation District,a comfy sanitation district organized
and existing pursuant to Health&Safety Code section 4700,et seq.,on the terms and conditions set forth in
the attached document the City ofA naheim accepts and agrees to such terms and conditions and consents
to the reconlation of the Sewer Transfer Agreement in the Office ofthe RecorderofOrange County,State of
California.
CITYOF ANA P4
BY:
Printed Name:
Title:
Date:
APPROVED AS TO FORME
CITYATFORNEY`S OFFICE
Date:
By:
City Attorney
ATEEST:
Date:
By:
Linda N.Andal, C IC
City Clerk
Sewer Transfer Agreement
between Orange County Sanitation District and
the Of,of Anaheim
OPERATIONS COMMITTEE Meeting Date To ed.of Dn.
06/06/18 06/27/I8
AGENDA REPORT Item Number Item Number
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126
GENERAL MANAGER'S RECOMMENDATION
A. Award a Construction Contract to IDA Construction for the Safety Improvements
Program, Contract No. J-126L, for a total amount not to exceed $212,700, to
address identified roof safety and fall protection issues; and
B. Approve a contingency of $21,270 (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.
RELEVANT STANDARDS
• Provide a safe and collegial workplace
Page 1 of 3
PROBLEM
Among the various Project No. J-126 deficiencies are 35 fall protection deficiencies at
Bitter Point, MacArthur, Seal Beach, Westside, and Yorba Linda Pump Stations.
PROPOSED SOLUTION
Award Construction Contract No. J-126L.
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
NIA
ADDITIONAL INFORMATION
The Sanitation District advertised Contract No. J-126L for bid on March 7, 2018, and five
sealed bids were received on April 17, 2018. A summary of the bid opening is as follows:
Engineer's Estimate $ 230,250
Bidder Amount of Bid
IQA Construction $ 212,700
AMTEK Construction $ 256,333
O'Connell Engineering & Construction, Inc. $ 287,900
Interlog — I Engineering $ 290,000
Access Pacific, Inc. $ 292,000
The bids were evaluated in accordance with the Sanitation District's policies and
procedures. A notice was sent to all bidders on April 25, 2018, informing them of the
intent of Sanitation District staff to recommend award of the Construction Contract to IQA
Construction.
Staff recommends awarding a construction contract to the lowest responsive bidder, IQA
Construction, for Safety Improvements Program, Contract No. J-126L, for a total amount
not to exceed $212,700.
Page 2&3
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 Purrhaslnq
Ort+isa,ice. This item has been budgeted (FY2017-18 Budget Update, Appendix, Page
A-8, 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 (wnury ,,sn.corn) with the
complete agenda package:
Construction Contract
TG:dm:gc
Page 3 of 3
PART A
CONTRACT AGREEMENT
C-0A-011317
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....................................................................................22
SECTION -20 ASSIGNMENT..... ......22
SECTION -21 RESOLUTION OF DISPUTES ......... ...23
SECTION -22 SAFETY & HEALTH ........................................................................23
SECTION -23 NOTICES....... .......... .......... ................ ...............-24
C-0A-011317
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
CONTRACT NO. J-126L
SAFETY IMPROVEMENTS PROGRAM
THIS AGREEMENT is made and entered into, to be effective, this June 27, 2018, by and
between ICA Construction, 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.
CONFORMED C-CA-011317
CONTRACT NO. J-126L
SAFETY IMPROVEMENTS PROGRAM
Page 1 of 25
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
C-CA-011317 CONFORMED
CONTRACT NO. J-126L
SAFETY IMPROVEMENTS PROGRAM
Page 2 of 25
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.
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.
CONFORMED C-CA-011317
CONTRACT NO. J-126L
SAFETY IMPROVEMENTS PROGRAM
Page 3 of 25
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
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-126L
SAFETY IMPROVEMENTS PROGRAM
C-CA-011317 CONFORMED
CONTRACT NO. J-126L
SAFETY IMPROVEMENTS PROGRAM
Page 4 of 25
SECTION-4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
CONTRACT NO. J-126L
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 two hundred fifty-five (255) 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
CONFORMED C-CA-011317
CONTRACT NO. J-126L
SAFETY IMPROVEMENTS PROGRAM
Page 5 of 25
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.
C-CA-011317 CONFORMED
CONTRACT NO. J-126L
SAFETY IMPROVEMENTS PROGRAM
Page 6 of 25
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 Two Hundred Twelve Thousand Seven Hundred
Dollars ($212,700)as itemized on the Attached Exhibit "A".
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Upon satisfaction of the conditions precedent to payment set forth in the General
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
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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 (3) 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 seg.) 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
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forty (40) hours in any one (1)week in violation of said Article. CONTRACTOR shall keep
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. Registratiom 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(a).
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: Two Million Dollars ($2,000,000) per occurrence and a general
aggregate limit of Two Million Dollars ($2,000,000)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 Two Million Dollars
($2,000,000) per occurrence and a general aggregate limit of Two Million
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Dollars ($2,000,000)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 Liability: 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
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employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD
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
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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
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 Vill, 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.
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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
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
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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
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'.
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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.
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.
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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
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.
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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 92703-7018
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: IQA Construction
4089 East Conant Street
Long Beach, CA 90808
Copy to: Telvis Antis, Vice-President
IQA Construction
4089 East Conant Street
Long Beach, CA 90808
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: ICA Construction
4089 East Conant Street
Long Beach, CA 90808
By
Printed Name
Its
CONTRACTOR's State License No. 1027380 (Expiration Date—5/31/2019)
OCSD: Orange County Sanitation District
By
Gregory C. Sebourn, PLS
Chair, Board of Directors
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 A
SCHEDULE OF PRICES
EXA-11 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 at. 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 §7103.5. 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.
CONFORMED C-EXA-080414
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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 3136);
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
C-EXA-080414 CONFORMED
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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.
T 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;
1 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.
C-EXA-080414 CONFORMED
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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
CONFORMED C-EXA-080414
CONTRACT NO.J-126L
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ATTACHMENT 2—SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (CA Construction)
BF-14 Schedule of Prices, Pages 1-2
C-EXA-080414 CONFORMED
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Bid Submitted By: ICA Construction
IN.of Firm)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For unit prices, h 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 Rem
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 otherspecial 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 ail 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-126L
SAFETY IMPROVEMENTS PROGRAM
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BM Submitted By: zOA Co..truceion
IN.m..tNeml
EXHIBIT A
SCHEDULE OF PRICES
BASE BID ITEMS(Refer to NOW 1 in the IusWctions)r
Hp DescriptionMeaaorvomaM AgyA Unll Ptl<e EtNM..14.
',. 1. MoblNuttien,initial progress payment for all fees,labmq materials and I
equipment required for mobilization,staging area,and Bonds,in Lump Sum 1 = $20,000.00
conformance with the Contract Dawments,for the lump sum price of
2. Fumish oil labor,materials,and equipment necessary W me completion of
'.the Contract Work,except for the MM specified in hem No.1 above,in Lump Sum !. 1 ='. $192.amo.on
conformance who the Contrail Documents,for the lump Sum peke of:
TOTAL AMOUNT of BID tBASISofAWARO) $2.2"0,0m
BF-1. SCHEDULE OF PRICES PBF m21115
CONTRACT NO.J-126L
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OPERATIONS COMMITTEE Meeting Date To M.of Dir.
06/06/18 06/27/18
AGENDA REPORT Item Number Item Number
4
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: LIGHTING SYSTEMS INSPECTIONS, MAINTENANCE, AND REPAIR
SERVICES FOR OCCUPIED BUILDINGS
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Service Contract with Inter-Pacific, Inc., Specification No. S-2018-
9078D, to provide lighting systems inspections, maintenance, and repair services
at Plant Nos. 1 and 2, for one 3-year period from August 1, 2018 through
July 31, 2021, for an amount not to exceed $560,200, with one 3-year renewal
option; and
B. Approve a contingency of $112,040 (20%)for each 3-year contract period.
BACKGROUND
The occupied building lighting systems at the Orange County Sanitation District's
(Sanitation District) Plant Nos. 1 and 2 consist of approximately 4,680 fixtures of varying
types located in various administrative and maintenance buildings and trailers. The
lighting systems and fixtures require constant servicing.
Currently, an estimated two full-time electricians are required to maintain and repair the
lighting systems in occupied buildings. The electricians are highly trained for critical
work in process areas, servicing of highly complex medium and low voltage electrical
distribution systems within the treatment plants and pump stations, and for work in
confined spaces and hazardous environments. Enhanced electrical maintenance
requirements for medium and low voltage equipment are being driven by new NFPA
standards; therefore, refocusing highly trained electrical staff away from maintaining
lighting systems in occupied buildings to meeting the new NFPA standards
requirements will be a more cost-effective use of staff resources.
RELEVANT STANDARDS
• Maintain a culture of improving efficiency to reduce the cost to provide the
current service level or standard
• Ensure the public's money is wisely spent
Page 1 of 3
PROBLEM
New NFPA70B electrical maintenance standards will place additional resource burdens
on maintenance staff. Maintaining and repairing the lighting systems and fixtures of
varying types within occupied buildings at the Sanitation District's treatment plants
require approximately two electrical maintenance staff that can be better utilized by
redirecting their efforts to the new NFPA70B requirements.
PROPOSED SOLUTION
Approve a service contract with Inter-Pacific, Inc. to provide lighting systems
inspections, maintenance, repair services, and replacement of older, less efficient lamps
and fixtures, with reduced wattage and energy saving LED versions where feasible in
occupied buildings, therefore enabling highly trained electrical maintenance staff to
refocus their efforts on electrical distribution systems and implement the new NFPA70B
standards.
TIMING CONCERNS
Board approval is necessary to ensure the Sanitation District has the resources to meet
the workload demands to support the servicing of lighting systems while simultaneously
providing service to the electrical distribution systems within the process areas in
accordance with enhanced preventative maintenance requirements that comply with
NFPA70B standards.
RAMIFICATIONS OF NOT TAKING ACTION
Maintenance and repair services to occupied building lighting systems will continue to
be performed by in-house electrical maintenance staff. Implementation of NFPA70B
standards will be extended over a longer time period and/or using contract services for
the NFPA70B work to be performed.
ADDITIONAL INFORMATION
The Sanitation District issued a Notice Inviting Bids in January of 2018. Six (6) bids
were received as follows:
Amtek Construction (withdrew bid due to error) $335,547
Inter-Pacific, Inc. $560,200
J. Kim Electric, Inc. $623,479
R.T. Contractor $626,325
M. Brey Electric, Inc. $838,734
Econolite $899,389
Shimmick Construction $984,995
Amtek Construction withdrew their bid due to a clerical error which resulted in an
incorrect bid total. Inter-Pacific, Inc. was found to be the lowest responsive and
Page 2&3
responsible bidder; therefore, staff recommends awarding to the firm. Services under
this contract will include re-tamping, with the option of replacement of older less efficient
lamps and fixtures with energy-saving LED versions, fixture cleaning, and testing proper
operations of emergency lighting and exit signs. The contract is for a three-year
duration. All materials will be provided by the Sanitation District.
A contingency of 20% is recommended because of the potential for additional work
which may be required to retrofit LED lamps and fixtures once the fixtures are
disassembled.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted in the FY17-18 Operating Budget, Division
870 and 880 Plant Nos. 1 and 2 Maintenance (Section 6, Pages 92 and 96, Line item:
Repairs and Maintenance).
Date of Approval Contract Amount Contingency
06/27/2018 $560,200 $112,040(20%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• Service Contract
Page 3&3
SERVICE CONTRACT
Lighting Systems Inspection, Maintenance, and Repairs in Occupied Building at Plant 1 & 2
Specification No. 5-2018-907BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Inter-Pacific, Inc. with a
principal place of business at 1421 Edinger Ave. Tustin, CA 92780 (hereinafter referred to as
"Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Lighting Systems
Inspection, Maintenance, and Repairs in Occupied Building at Plant 1 &2"Services" as described
in Exhibit "A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on June 27, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows in order of
precedence:
Exhibit "A" Scope of Work and all its Appendices(1 and 2), Addenda 1 issued on February
1, 2018. and Addenda 2 issued on February 21, 2018.
In these documents the order of precedence shall be:
Addendum 2 issued on February 21, 2018
Addendum 1 issued on February 1, 2018
Scope of Work including Appendix 1 and Appendix 2
Exhibit B" Bid Price Form
Exhibit "C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
Orange County Sanitation District 1 of 10 Specification No. 5-2018-907BD
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1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1 A The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
1.6 The term "days', when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit "A".
1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1,10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided
under this Contract shall be a total amount not exceed Five Hundred Sixty Thousand Two
Hundred and Noll 00 Dollars ($560,200.00).
3. California Department of Industrial Relations(DIR)Registration and Record of Wages
3.1 To the extent Contractor's employees and/or its subcontractors who will perform Work
during the design and preconstruction phases of a construction contract for which Prevailing
Wage Determinations have been issued by the DIR and as more specifically defined under
Labor Code Section 1720 at sag, Contractor and its subcontractors 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.
3.2 The Contractor and its subcontractors 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 1771.4(a)(3). Penalties for non-
compliance with the requirements of Section 1776 may be deducted from progress
payments per Section 1776.
3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a
copy of all certified payroll records to OCSD and/or general public upon request, provided
the public request is made through OCSD, the Division of Apprenticeship Standards or the
Division of Labor Standards Enforcement of the Department of Industrial Relations.
3.4 The Contractor and its subcontractors shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code of
Regulation Section 16461(e).
Orange County Sanitation District 2 of 10 Specification No. 5-2018-907BD
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4. Payments and Invoicing
4A Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APS)r f (`CCDcom and "INVOICE"with the Purchase Order Number and S-2018-907BD
shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Term The Services provided under this Contract shall be completed within three
(3) years from the effective date of the Notice to Proceed of August 1, 2018.
9. Renewals
9A OCSD may exercise the option to renew this Contract for up to one (1)three (3) year period
based upon the criteria set forth in Exhibit "A", under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice, Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
Orange County Sanitation District 3 of 10 Specification No. 5-2018-907BD
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12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds Not Used.
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys' fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety and Human Resources Policies OCSD requires all Contractor and its
subcontractor(s) to follow and ensure their employees follow all Federal, State, and local
regulations as well as OCSD Safety Standards while working at OCSD locations. If during
the course of the Contract it is discovered that OCSD Safety Standards do not comply with
Federal, State, or local regulations, then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its
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employees and subcontractors, shall adhere to all applicable OCSD Safety Standards,
SOP-102 PPE, SOP-605 LOTO, SOP-205 Electrical Safety, SOP-626 Fall Protection and
Human Resources Policies found at a,w, s:: c<rn, "ABOUT US" (top of page), under
"Transparency", click open "Safety and Human Resources Policy". All applicable OCSD
Safety and Human Resources Policies are hereby incorporated by reference as though fully
set forth herein in Exhibit"D".
17. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply:
17.1 Manufacturer's standard warranty shall apply. All manufacturer warranties shall commence
on the date of acceptance by the OCSD Project Manager or designee of the work as
complete.
17.2 Contractor's Warranty (Guarantee): If within a one (1) year period of completion of all work
as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services
provided fails to meet the standards required under this Contract, Contractor shall, within
the time agreed to by OCSD and Contractor, take all such actions as are necessary to
correct or complete the noted deficiency(ies) at Contractor's sole expense.
18. Liquidated Damages Not Used.
19. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
20. Freight (F.O.B. Destination} Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed; 2)it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
work under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until
written instructions are received from OCSD.
22. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to engage in this work. Any and all fees required by Federal,
State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work
performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
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herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation
25.1 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.
25.2 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 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 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 project site, which shall be made available to any interested party upon request.
25.3 Forfeiture For Violation—Contractor shall, as a penalty to OCSD,forfeit fifty dollars ($50.00)
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.
25.4 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 or twenty(20)working days or more; or if contracts of specialty contractors not bidding
for work through the general or prime Contractor are two thousand dollars ($2,000.00) or
more or five (5)working days or more.
25.5 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. Contractor shall conform to Article 3, Chapter
1, Part 7 (Section 1810 at 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 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.
25.6 Record of Wages; Inspection — Contractor agrees to maintain accurate payroll records
showing the name, address, social security number, work classification, straight-time and
overtime hours worked each day and week, and the actual per diem wages paid to each
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journeyman, apprentice, worker or other employee employed by it in connection with the
project and agrees to require that each of its subcontractors do the same. All payroll records
shall be certified as accurate by the applicable Contractor or subcontractor or its agent
having authority over such matters. Contractor further agrees that its payroll records and
those of its subcontractors shall be available to the employee or employee's representative,
the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards
and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties
for non-compliance with the requirements of Section 1776 may be deducted from project
payments per the requirements of Section 1776.
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
26. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or equity, if the Contractor fails to
make delivery of the goods or Services or repudiates its obligations under this Contract, or
if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) 'cover" by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two (2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
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The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from anyjudgment issued therein.
31. Attorneys Fees 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
Contract, 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.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
37. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
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41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
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43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Darius Ghazi
Senior Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
Contractor: Richard Kok
President
Inter-Pacific, Inc.
1421 Edinger Ave.
Tustin, CA 92780
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore, MMC
Clerk of the Board
Dated: By:
Contracts, Purchasing and Materials
Management Manager
INTER-PACIFIC, INC.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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OPERATIONS COMMITTEE Meebug Date To Bd.of Dn.
06/06/18 06J17j18
AGENDA REPORT Item Number Item Number
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: AWARD AN AGREEMENT FOR LIQUID OXYGEN PURCHASE AND
ASSOCIATED VAPORIZATION SYSTEM MAINTENANCE
SPECIFICATION NO. C-2018-926BD
GENERAL MANAGER'S RECOMMENDATION
A. Award a Chemical Supplier Agreement to Airgas USA, LLC for the purchase of
liquid oxygen, Specification No. C-2018-92613D, for the period beginning
August 21, 2018 through August 20, 2019 for a unit price of $0.2345 per centum
cubic feet (ccf) delivered, plus applicable sales tax, for a total estimated annual
amount of$404,278; with four (4) one-year renewal options;
B. Authorize the General Manager to approve price adjustments based upon indices
from Southern California Edison's Rate Time-of-Use (TOU)-8 Base Interruptible
Program (BIP) and Bureau of Labor Statistics' Employment Cost Index for
subsequent agreement periods; and
C. Authorize services related to routine and emergency maintenance of the Orange
County Sanitation District's liquid oxygen storage and vaporization equipment for
the period beginning August 21, 2018 through August 20, 2019 for a total
estimated annual amount of$20,000; with four (4) one-year renewal options.
BACKGROUND
Orange County Sanitation District's (Sanitation District) Plant No. 2 facility requires liquid
oxygen for the secondary treatment process. The purpose of applying liquid oxygen is to
remove biodegradable organic matter and suspended solids. In addition to liquid oxygen
supply, the agreement includes all routine and emergency maintenance activities
necessary to keep the Sanitation District's liquid oxygen storage and vaporization
equipment in operable and safe condition.
The Sanitation District received three (3) bids which were evaluated in accordance with
the Sanitation District's Purchasing Ordinance. Staff recommends awarding an
agreement to Airgas USA, LLC,the lowest responsive, responsible bidder.
RELEVANT STANDARDS
• Comply with environmental permit requirements
Page 1 of 3
• Maintain a culture of improving efficiency to reduce the cost to provide the current
service level or standard
PROBLEM
The current liquid oxygen agreement expires on August 20, 2018.
PROPOSED SOLUTION
Approve an agreement with Airgas USA, LLC for the purchase of liquid oxygen and
related equipment maintenance and repair services.
TIMING CONCERNS
The Sanitation District requires a new agreement to be in place before the existing
agreement expires on August 20, 2018.
RAMIFICATIONS OF NOT TAKING ACTION
If the new vendor is not in place before the existing agreement expiration date, the service
and supply of liquid oxygen would discontinue, and the Sanitation District would not be
able to provide effective secondary treatment at Plant No. 2.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
BID TABULATION
The following is the bid tabulation, including estimated tax:
COMPANY •TAL TAX FREIGHT TOTAL DETERMINATION
NAME 00 cubic ft)
Airgas $0.2345 $375,200 $29,078 $0 $404,278 RESPONSIVE/LOW
USA, LLC BID
Air $0A0 $640,000 $48,000 $0 $688,000 NON RESPONSIVE
Products
and
Chemicals
Praxair, $0 $0 $0 $0 $0 NO BID
Inc.
CEQA
N/A
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FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation Dis(r,ct s Purc igs(mg
Ordlnanc::. This item has been budgeted in the FY 2017-18 Operating Budget, Division
840, Plant No. 2. (Line item: Supplies, Section 6, Page 88).
Date of Approval Contract Amount Contingency
06/27/2018 $404,278 0%
06/27/2018 $ 20,000 0%
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website with the
complete agenda package:
• Draft Chemical Supplier Agreement
Page 3&3
CHEMICAL SUPPLIER AGREEMENT
Purchase of Liquid Oxygen (LOX)
Specification No. C-2018-926BD
THIS AGREEMENT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and [ 1 with a
principal place of business at( 1 (hereinafter referred to as"Supplier")
collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily engage Supplier to provide Liquid Oxygen (LOX) as
described in Exhibit "A", and
WHEREAS, Supplier submitted its Bid dated ( 1; and
WHEREAS, on [ 1, the Board of Directors of OCSD, by minute order,
authorized execution of this Agreement between OCSD and Supplier; and
WHEREAS, OCSD has chosen Supplier to provide Liquid Oxygen (LOX) in accordance with
Ordinance No. OCSD-47; and
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agreed as follows:
1. Introduction
1 A This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and the
Supplier. The terms and conditions herein exclusively govern the purchase of Liquid Oxygen
(LOX) as described in Exhibit "A".
1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement
as though fully set forth at length herein.
Exhibit"A" Scope of Work
Exhibit"B" Bid
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit T" OCSD Safety Standards
Exhibit"E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and
any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all
respects govern and control.
1.4 This Agreement may not be modified, changed, or supplemented, nor may any obligations
hereunder be waived or extensions of time for performance granted, except by written
instrument signed by both Parties.
1.5 The various headings in this Agreement are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or any section or provision hereof.
1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise
noted as workdays.
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1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or
OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday
through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff
who maintain plant operations 24 hours per day 7 days per week and work a rotated 12-
hour shift) and shall conform to OCSD work schedules.
1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.9 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends.
1.10 Supplier shall provide OCSD with all required premiums and/or overtime work at no charge
beyond the total amount of the Agreement.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Supplier as a result of work performed in
anticipation of purchases of said services by OCSD.
2. California Department of industrial Relations[DIR)Registration and Record of Wages
2A To the extent Supplier's employees and/or its subcontractors who will perform Work during
the design and preconstruction phases of a construction contract for which Prevailing Wage
Determinations have been issued by the DIR and as more specifically defined under Labor
Code Section 1720 at sec, Supplier and its subcontractors 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.
2.2 The Supplier and its subcontractors 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 1771.4(a)(3). Penalties for non-compliance
with the requirements of Section 1776 may be deducted from progress payments per
Section 1776.
2.3 Pursuant to Labor Code Section 1776, the Supplier and its subcontractors shall furnish a
copy of all certified payroll records to OCSD and/or general public upon request, provided
the public request is made through OCSD, the Division of Apprenticeship Standards or the
Division of Labor Standards Enforcement of the Department of Industrial Relations.
2.4 The Supplier and its subcontractors shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code of
Regulation Section 16461(e).
3. Delivery
3A locations: Deliveries shall be made in accordance with the Scope of Work attached hereto
as Exhibit"A
3.2 OCSD will pay only for the actual quantity of Liquid Oxygen (LOX) delivered, based upon
certified tare weight and net weight.The quantity invoiced by Supplier and payable by OCSD
will be for the total net weight of Liquid Oxygen (LOX)delivered (loaded gross weight minus
the tare weight). Tare weight shall be determined immediately after each delivery and prior
to cleaning, emptying or clearing the delivery tank.
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3.3 A bill of lading shall accompany all shipments in accordance with Exhibit"A".
4. Possession Ownership and control of all Liquid Oxygen (LOX) delivered pursuant to this
Agreement shall remain solely and exclusively with Supplier, until complete transfer of
possession by delivery to OCSD at the designated locations is made by Supplier.
5, Quantit
5A OCSD makes no guarantee to actual use or quantity of Liquid Oxygen (LOX) purchased.
Use may be sporadic based on the wastewater treatment requirements unique to each
treatment plant.
5.2 OCSD will, through the term of this Agreement, purchase Liquid Oxygen (LOX) from
Supplier exclusively, except when OCSD determines Supplier cannot make delivery within
the time specified, with the quality and quantity specified, at the Agreement price, the level
of service is inadequate, OCSD unapproved increase in active dry pound rate or for any
other default or breach of this Agreement. In such event, OCSD may purchase Liquid
Oxygen (LOX)elsewhere and charge Supplier any difference in the delivered price to OCSD
from that provided in this Agreement, or alternatively, OCSD may terminate the Agreement
based on said breach or failure to deliver the specified product. Quality control tests will be
performed by OCSD on the delivered Liquid Oxygen (LOX) to ensure it is consistent with
the requirements specified in Exhibit"A".
6. Pricing and Invoicing
6.1 Supplier will invoice for Liquid Oxygen (LOX) delivered in accordance with Exhibit "A", and
in accordance with the unit price(s) listed in the Bid attached hereto as Exhibit "B Prices
shall include all cartage and taxes except California State Sales Tax. The sales tax will be
paid by OCSD.
6.2 OCSD shall pay, net thirty (30) days, upon receipt and approval by OCSD of itemized
invoices, submitted in a form acceptable to OCSD to enable audit of the charges thereon.
Supplier shall email invoices to OCSD Accounts Payable at APStaHCW)CSD com and
"INVOICE" with the Purchase Order Number, Specification No. C-2018-926BD and Liquid
Oxygen (LOX) shall be referenced in the subject line. All invoices shall include a description
of the delivery location, the delivery date and the unit price(s).
7. Modifications
7A This Agreement may be modified or changed only by written instrument in the form of an
amendment to this Agreement signed by both Parties.
7.2 Pricing modifications: The prices established in this Agreement shall remain firm for the one-
year term of this Agreement. Any adjustments made will allow for increases or decreases in
the manufactured cost of the Liquid Oxygen (LOX) and will be based upon the provision set
forth in Exhibit"A", if mutually acceptable terms can be negotiated. Adjustments will only be
reviewed on an annual basis. OCSD reserves the right to agree with or reject the proposed
unit price increase or decrease.
7.3 Price changes may be made through the OCSD Purchase Order Process.
6. Agreement Term The services provided under this Agreement shall be for the period of
one (1)year commencing on and continuing through
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9. Renewals
9.1 OCSD may exercise the option to renew the Agreement for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A", if mutually acceptable terms can be
negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
The prices established in the original Agreement may be adjusted. The adjustment will allow
for any increase or decrease in the manufactured cost of Liquid Oxygen (LOX) and will be
based upon the provision set forth in Exhibit "A", if mutually acceptable terms can be
negotiated. Adjustments will only be reviewed on an annual basis. OCSD reserves the right
to agree with or reject the proposed unit price increase or decrease.
9.2 Renewals may be made through the OCSD Purchase Order Process.
10. Termination
10.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a
termination notice, Supplier shall immediately discontinue all work under this Agreement
(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay
Supplier for work performed (cost and fee) to the date of termination. Supplier expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion
of this Agreement. Such notice of termination shall terminate this Agreement and release
OCSD from any further fee, cost, or claim hereunder by Supplier other than for work
performed to the date of termination.
10.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's
determination that Supplier is not meeting specification requirements for delivery of
quantities needed, the level of service is inadequate, for poor quality of product, for OCSD
unapproved increase in unit price(s), or any other default or breach of this Agreement.
10.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by
written notice to Supplier:
• if Supplier becomes insolvent or files a petition under the Bankruptcy Act; or
• if Supplier sells its business; or
• if Supplier breaches any of the terms of this Agreement; or
• if total amount of compensation exceeds the amount authorized under this Agreement.
10.4 All OCSD property in the possession or control of Supplier shall be returned by Supplier to
OCSD upon demand, or at the termination of this Agreement, whichever occurs first.
11. Indemnification and Hold Harmless Supplier shall assume all responsibility for damages
to property and/or injuries to persons, including accidental death, which may arise out of or
be caused by Supplier's services under this Agreement, or by its subcontractor(s) or by
anyone directly or indirectly employed by Supplier, and whether such damage or injury shall
accrue or be discovered before or after the termination of the Agreement. Except as to the
sole active negligence of or willful misconduct of OCSD, Supplier shall indemnify, protect,
defend and hold harmless OCSD, its elected and appointed officials, officers, agents and
employees, from and against any and all claims, liabilities, damages or expenses of any
nature, including attorneys' fees: (a) for injury to or death of any person or damage to
property or interference with the use of property, arising out of or in connection with
Supplier's performance under this Agreement, and/or (b) on account of any goods and
services provided under this Agreement. This indemnification provision shall apply to any
acts or omissions, willful misconduct, or negligent misconduct, whether active or passive,
on the part of Supplier of or anyone employed by or working under Supplier. To the
Orange County Sanitation District 4 of 9 Specification No. C-2018-9268D
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maximum extent permitted by law, Supplier's duty to defend shall apply whether or not such
claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve
claims or allegations that any of the parties to be defended were actively, passively, or
concurrently negligent, or which otherwise assert that the parties to be defended are
responsible, in whole or in part, for any loss, damage, or injury. Supplier agrees to provide
this defense immediately upon written notice from OCSD, and with well qualified,adequately
insured, and experienced legal counsel acceptable to OCSD. This section shall survive the
expiration or early termination of the Agreement.
12. Insurance Supplier shall purchase and maintain, throughout the life of this Agreement and
any periods of warranty or extensions, insurance in amounts equal to the requirements set
forth in the signed Acknowledgement of Insurance Requirements attached hereto as Exhibit
"C". Supplier shall not commence work under this Agreement until all required insurance is
obtained in a form acceptable to OCSD, nor shall Supplier allow any subcontractor(s) to
commence services pursuant to a subcontract until all insurance required of the
subcontractor(s) has been obtained. Failure to maintain required insurance coverage shall
result in termination of this Agreement.
11 Equipment Loss OCSD will be responsible for any loss or damage to Supplier-owned
equipment, when OCSD determines OCSD is at fault, only to the extent of OCSD's fault,
and will reimburse Supplier for such loss or damage upon receipt of invoices, minus a
deduction for any amount determined to be the fault of Supplier or its subcontractor(s) or a
third party.
14. Conflict of Interest and Reporting Supplier shall at all times avoid conflict of interest or
appearance of conflict of interest in performance of this Agreement.
15. Supplier's Relationship to OCSD Supplier's relationship to OCSD in the performance of
this Agreement is that of an independent contractor. The personnel performing Services
underthis Agreement shall, at all times, be under Supplier's exclusive direction and control,
and shall be employees of Supplier and not employees of OCSD. Supplier shall pay all
wages, salaries and other amounts due its employees in connection with this Agreement,
and shall be responsible for all legal reports and obligations respecting them, such as social
security, income tax withholding, unemployment compensation, worker's compensation and
similar matters.
16. OCSD Safety Standards
16.1 General: In addition to the requirements set forth in Exhibit "A", Supplier shall meet with
personnel from OCSD's Risk Management Division prior to providing services to OCSD to
review safety and accident prevention policies and procedures. All subcontractors should
be present at this meeting. Supplier is responsible to inform all subcontractors of the items
discussed at this meeting. Supplier shall not be permitted to provide services to OCSD prior
to this meeting.
16.2 OCSD requires Supplier and its subcontractor(s)to follow and ensure their employees follow
all Federal, State, and local regulations as well as OCSD Safety Standards while working at
OCSD locations. If during the course of the Agreement it is discovered that OCSD Safety
Standards do not comply with Federal, State, or local regulations, then the Supplier is
required to follow the most stringent regulatory requirement at no additional cost to OCSD.
Supplier and all of its employees and subcontractors, shall adhere to all applicable OCSD
Safety Standards attached hereto as Exhibit"D".
Orange County Sanitation District 5 of 9 Specification No. C-2018-9268D
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In addition to the requirements stated above, Supplier shall adhere to the following OCSD
Safety requirements: Most current Chemical Delivery Procedures, SOP-001, SOP-102 PPE,
SOP-607 Hazard Communication. These OCSD Safety requirements are available at:
OCSD.com, click open "ABOUT US" (top of page), under"Transparency" click open "Safety
and Human Resources Policy', click open "Safety Policies' and "Chemical Delivery
Procedures".
17. Drug-Free Workplace All employees of Supplier who will perform work under this
Agreement must adhere to the California Drug-Free Workplace Act, Government Code
Sections 8350 through 8357.
18. Assignments Neither this Agreement nor any interest herein or any claim hereunder may
be assigned by Supplier either voluntarily or by operation of law, nor may all or substantially
all of this Agreement be further subcontracted by Supplier without the prior written consent
of OCSD.
19. Attorney's Fees If any action at law or inequity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees,
costs and necessary disbursements, in addition to any other relief to which it may be entitled.
20. Permits. Ordinances and Regulations Any and all fees required by Federal, State,
County, City and/or municipal laws, codes and/ortariffs that pertain to work performed under
the terms of this Agreement shall be paid by Supplier. Fees demanded for obtaining
certificates, including associated inspection fees and expenses of regulatory inspectors
shall be paid by Supplier.
21. Training Certification When required by regulation, certificates of training shall be
maintained on-site for the duration of the activity that requires an employee of Supplier to
be certified. Certificates shall be current. Lack of certificates when required will be cause for
removal of offending personnel from the site, termination of the Agreement, or both.
22. Compliance with Law Supplier warrants that under the performance of this Agreement, it
shall comply with all applicable Federal, State and local laws, and all lawful orders rules and
regulations thereunder. In connection with the execution of this Agreement, Supplier shall
not discriminate against employees or an applicant for employment because of race,
religion, color, sex or national origin. Supplier shall take affirmative action to ensure that
applicants are employed and employees are treated during their employment without regard
to their race, religion, color, sex or national origin. Such action shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; lay-off or termination; rate of pay, or other forms of compensation;
and selection for training, including apprenticeship.
23. Disputes
23.1 This Agreement shall be governed by and interpreted under the laws of the State of
California and the Parties submit to jurisdiction in Orange County, in the event any action is
brought in connection with this Agreement or the performance thereof. Pending final
resolution of a dispute hereunder, Supplier shall proceed diligently with the performance of
this Agreement and in accordance with OCSD's decision.
23.2 In the event of a dispute as to the construction or interpretation of this Agreement, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the
Orange County Sanitation District 6 of 9 Specification No. C-2018-9268D
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dispute by mediation.The Parties shall mutually select a mediator to facilitate the resolution
of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be
conducted in accordance with the Commercial Mediation Rules of the American Arbitration
Agreement, through the alternate dispute resolution procedures of Judicial Arbitration
through Mediation Services of Orange County("JAMS"), or any similar organization or entity
conducting an alternate dispute resolution process.
23.3 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of Agreement, each party shall select an arbitrator, and
those two (2) arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
24. Right to Review Services Facilities and Records
24.1 OCSD reserves the right to review any portion of the services performed by Supplier under
this Agreement, and Supplier agrees to cooperate to the fullest extent possible. Supplier
shall furnish to OCSD such reports, statistical data, and other information pertaining to
Supplier's services as shall be reasonably required by OCSD to carry out its rights and
responsibilities under its agreements with its bondholders or noteholders and in connection
with the issuance of its official statements and other prospectuses with respect to the
offering, sale, and issuance of its bond and other obligations.
24.2 The right of OCSD to review or approve specifications, procedures, instructions, reports,
test results, calculations, schedules, or other data that are developed by Supplier shall not
relieve Supplier of any obligation set forth herein.
25. Incorporated Documents
25.1 The Scope of Work, Bid, Acknowledgement of Insurance Requirements, and OCSD Safety
Standards are hereby incorporated into and made a part of this Agreement, and unless
modified or changed hereinabove, are controlling for all matters pertaining to the supply of
Liquid Oxygen (LOX) and the manner of performance thereof.
25.2 In the event of any conflict or inconsistency between the provisions of this Agreement and
any of the provisions of the other incorporated documents, the provisions of this Agreement
shall in all respects govern and control.
26. Severability Any provision of this Agreement which is found to be invalid or unenforceable
shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or
unenforceability of such provision shall not affect the validity or enforceability of the
remaining provisions hereof.
27. Waiver The waiver of either party of any breach or violation of, or default under, any
provision of this Agreement, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Agreement or default
thereunder.
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28. Breach Any breach by Supplier to which OCSD does not object shall not operate as a
waiver of OCSD to seek remedies available to it for any subsequent breach.
29. Public Contracts Law OCSD is subject to the provisions listed in the prevailing wage
determination made by the Directorof Industrial Relations pursuant to California Labor Code
part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1. It is agreed that all provisions
of law applicable to public contracts are part of this Agreement to the same extent as though
set forth herein and will be complied with by Supplier. Supplier shall not pay less than the
prevailing wage.
30. South Coast Air Quality Management District's (SCAQMD/ Requirements It is
Supplier's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District(SCAQMD).
All work practices, which may have associated emissions, shall comply with the appropriate
rules and regulations of the SCAQMD.
31. Performance
Time is of the essence in the performance of the provisions hereof.
32. Familiarity with Work By executing this Agreement, Supplier warrants that: 1) it has
investigated the work to be performed; 2)it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
work under this Agreement. Should Supplier discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Supplier's risk, until
written instructions are received from OCSD.
33. Damage to OCSD'S Property Any OCSD property damaged by Supplier, its
subcontractor(s), or by the personnel of either will be subject to repair or replacement by
Supplier at no cost to OCSD.
34. Third Party Rights Nothing in this Agreement shall be construed to give any rights or
benefits to anyone other than OCSD and Supplier.
35. Authority to Execute The persons executing this Agreement on behalf of the Parties
warrant that they are duly authorized to execute this Agreement and that by executing this
Agreement, the Parties are formally bound.
36. Read and Understood By signing this Agreement, Supplier represents that it has read and
understood the terms and conditions of the Agreement.
37. Entire Agreement This Agreement constitutes the entire Agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
38. Notices All notices under this Agreement must be in writing.Written notice shall be sent by
registered or certified mail, postage prepaid, return receipt requested, or by any other
overnight delivery service which delivers to the noticed destination and provides proof of
delivery to the sender. Any facsimile notice must be followed within three (3)days by written
notice. All notices shall be effective when first received at the following addresses:
Orange County Sanitation District 8 of 9 Specification No. C-2018-9268D
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OCSD: Ludwig Lapus
Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
Supplier: Contact Name
Contact Title
Company Name
Street Address
City, State, Zip Code
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Agreement to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts, Purchasing and Materials
Management Manager
[SUPPLIER]
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 9 of 9 Specification No. C-2018-9268D
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OPERATIONS COMMITTEE Meeting Date To Bd.of Dn.
06/06/18 06/27/18
AGENDA REPORT Item Number Item Number
6
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: TRICKLING FILTER "A" PLANT NO. 2 REPAIR
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Sole Source Purchase Order to Ovivo USA, LLC to refurbish and repair
Trickling Filter `A" rotary distributor and associated damaged components for a
total amount not to exceed $175,085; and
B. Approve a contingency of $35,017 (20%).
BACKGROUND
The trickling filter process is one of two secondary treatment processes at the Orange
County Sanitation District's (Sanitation District) Plant No. 2 that remove suspended and
dissolved organic material using microorganisms. The other process is pure oxygen
activated sludge. The Trickling Filter process consists of three reactors, A, B, and C. The
mechanical gear box on Trickling Filter"A" failed and is in need of repair.
RELEVANT STANDARDS
• 24/7/365 treatment plant reliability
Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
PROBLEM
The trickling filter "A" rotary distribution arm gearbox support bracket fasteners failed
causing the gearbox to break loose and cause further damage to the trickling filter
mechanism.
PROPOSED SOLUTION
Replace rotary distributor components as a turnkey project using Ovivo USA, LLC and
change all parts that were damaged as part of the support bracket fasteners failure.
TIMING CONCERNS
N/A
Page 1 of 2
RAMIFICATIONS OF NOT TAKING ACTION
Failure to repair the trickling filter components will result in inconsistent secondary
treatment performance as well as contribute to additional odors at Plant No. 2.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The distribution arms are working in hydraulic mode which prevents us from flushing and
managing the biological layer, as well as controlling speed of rotation. This results in
potentially more odors and inconsistent treatment performance.
Ovivo USA, LLC has been approved by the Board of Directors as a sole source provider
of Trickling Filter Parts.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted the FY17/18 budget, Division 880 (Line item:
Repairs and Maintenance, Section 6, Page 96).
Date of Approval Contract Amount Contingency
06/27/2018 $175,085 $35,017 (20%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD webske (h'.rox s' with the
complete agenda package:
N/A
Page 2 of 2
OPERATIONS COMMITTEE MeetmgDate ToBa.ofDrr.
06/06/18 06J27j18
AGENDA REPORT Item Number Item Number
7
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: PLANT NO. 1 FLEET SERVICES UST LEAK REMEDIATION, PROJECT
NO. FE14-05
GENERAL MANAGER'S RECOMMENDATION
Reject the bid from Engineering7Remediation Resources Group, Inc. (ERRG) as "Non-
Responsive" due to its failure to comply with the Invitation for Bids requirements.
BACKGROUND
Previously, the Orange County Sanitation District (Sanitation District) stored fuel in an
underground storage tank (UST) near the Fleet Services Building at Plant No. 1. After a
leak was discovered, the tank was removed from service. By that point, the soil was
already impacted with petroleum fuels, primarily Methyl Tertiary Butyl Ether (MTBE).
To mitigate the impacts, a corrective action plan using bucket auger excavation to
approximately 20 feet below grade was submitted to the Orange County Health Care
Agency (OCHCA).
RELEVANT STANDARDS
• Comply with environmental permit requirements
• California Public Contract Code Section 20103.8: Award Construction Contract
to lowest responsive, responsible bidder
PROBLEM
The design for the site soil remediation was completed and the project was advertised for
bids on March 20, 2018. One bid from Engineering/Remediation Resources Group, Inc.
(ERRG)was received on May 1, 2018. As discussed under Additional Information below,
an evaluation concluded that the bid was non-responsive because the bidder failed to
comply with the requirement to self-perform 30% of the total contract price. In addition,
the bidder relied on the experience qualifications of a subcontractor that did not comply
with Sanitation District's safety requirements.
Subsequent review revealed that the specified bucket auger excavation method
significantly limited the pool of contractors. This method was specified to avoid the need
for shoring and dewatering.
Page 1 of 3
PROPOSED SOLUTION
Reject the ERRG bid as non-responsive to the Invitation for Bids. Staff intends to revise
the bid documents by allowing an alternative excavation method and re-advertise the
project.
TIMING CONCERNS
The Sanitation District needs to move forward with the site remediation and comply with
Orange County Health Care Agency requirements.
RAMIFICATIONS OF NOT TAKING ACTION
Without this project, the contaminant mass will remain in the subsurface and groundwater
will be further impacted.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Sanitation District advertised Project No. FE14-05 for bids on March 20, 2018 and
one sealed bid was received on May 1, 2018. A summary of the bid opening follows:
Total Project Budget $ 1,487,311
Engineer's Estimate $ 819,000
Bidder Amount of Bid
Engineering/Remediation Resources Group, $ 1,199,268
Inc. (ERRG)
In accordance with Sanitation District policies and procedures, staff evaluated the
apparent low bidder, Engineering/Remediation Resources Group, Inc. That evaluation
and subsequent correspondence with ERRG concluded that they were non-responsive
due to their failure to comply with the contract requirement that the Contractor self-
perform at least 30% of the total Contract Price. Based on the provided data by ERRG,
the amount of work to be self-performed by the bidder is approximately 26%.
In addition, Invitation for Bid documents required the Contractor or subcontractor
performing the excavation to have a minimum level of auger excavation experience.
ERRG relied on their proposed subcontractor, D.J. Scheffler & Nye, Inc. (Scheffler), to
satisfy that requirement. Scheffler, however, does not comply with the Sanitation
District's safety requirements.
On May 8, 2018, a notice was sent to ERRG informing it of the bid irregularities. ERRG
responded to the notice by reducing the subcontract amount for Scheffler. This
Page 2 of 3
irregularity is not considered curable as revisions to the bid, after the date and time for
submission, are not permissible. No documentation was provided to dispute Schefler's
noncompliance with the Sanitation District's requirements.
ERRG requested the opportunity to provide a replacement subcontractor even though it
reported that no local or regional company other than Scheffler has the necessary
equipment to complete the work effectively and efficiently.
Any interested party has seven days following notification of intent to reject the bid to file
a protest. This deadline will occur prior to the June 6, 2018 Operations Committee.
CEQA
This project remediates soil and groundwater petroleum and diesel contamination at
Sanitation District Plant No. 1 and is expected to cost less than $1 million. Therefore, the
project qualifies as a minor cleanup action as defined under Section 15330 (Class 30
categorical exemption) and no further action is required.
If the project costs less than $1 million, it is then exempt from CEQA under Class 30
categorical exemption set forth in California Code of Regulations, Title 14, Section 15330.
Section 15330 (Class 30) exempts from CEQA "any minor cleanup actions taken to
prevent, minimize, stabilize, mitigate, or eliminate the release or threat of release of a
hazardous waste or substance which are small or medium removal actions costing
$1 million or less." However, if the project cost is over $1 million, then an Initial Study will
need to be performed to determine if a CEQA Mitigation Negative Declaration or
Environmental Impact Report needs to be performed.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation Dis-,ncis Purchasing
Ordinance. This item has been budgeted under the Facilities Engineering Program -
Plant (Budget FY 2017-18 Update, Appendix, Page A-9, M-FE-PLANT), 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:
N/A
GRArn:gc
Page 3&3
OPERATIONS COMMITTEE Meebug Date To ea.of Dn.
06/06/18 6127/18
AGENDA REPORT Item Number Item Number
8
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: BIOSOLIDS MASTER PLAN, PROJECT NO. PS15-01
GENERAL MANAGER'S RECOMMENDATION
A. Consider, receive, and certify the Final Program Environmental Impact Report for
the Biosolids Master Plan, Project No. PS15-01, dated May 2018; and
B. Adopt Resolution No. OCSD 18-XX, entitled: "A Resolution of the Board of
Directors of the Orange County Sanitation District Certifying the Program
Environmental Impact Report for the Biosolids Master Plan, Project No. PS15-01;
Adopting a Statement of Facts and Findings; Adopting a Mitigation Monitoring and
Reporting Program; and Approving the Biosolids Master Plan, Project
No. PS15-01.
BACKGROUND
One of eight strategic goals Orange County Sanitation District (Sanitation District)
identified in the 2013 Five-Year Strategic Plan was to study future biosolids management
options and solids handling facilities improvements. Biosolids are nutrient-rich treated
organic material recovered through the treatment of wastewater that can be recycled as
a soil amendment. Effective management of biosolids is critical to resource recovery and
permit compliance. In addition, management of biosolids is the largest single-cost item
in the Sanitation District's budget.
In December 2015, the Board of Directors approved an agreement with Black & Veatch
to prepare a Biosolids Master Plan. The study, completed in 2017, identified facility
options to generate a biosolids product that could meet future regulations for a
sustainable biosolids beneficial use market and made recommendations forfuture capital
facilities improvements. Subsequent to the Biosolids Master Plan, a Programmatic
Environmental Impact Report has been prepared for all recommended capital facilities to
comply with the California Environmental Quality Act.
RELEVANT STANDARDS
• Listen to and seriously consider community input on environmental concerns
• Sustain 1, 5, 20-year planning horizons
• Ensure the public's money is wisely spent
Page 1 of 4
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PROBLEM
The age and vulnerable condition of the Plant No. 2 digesters generate the need for their
rehabilitation or replacement. The 18 digesters were built in the time range of 1959 to
1979. No major structural rehabilitation has been done since the digesters were built.
A recent planning study, Project No. SP-186, Plant No. 2 Digesters and Tunnels Seismic
Evaluation, determined that all Plant No. 2 digesters have a risk of structural failure in the
event of major liquefaction or other seismic event. Significant ground improvements and
structure improvements will be needed to reduce the risk of structural failure and bring
the structures up to the current seismic code. The study recommended adding new
thermophilic digesters and batch tanks, and refurbishing some existing digesters as the
most resilient, lowest lifecycle cost.
PROPOSED SOLUTION
Approve the Biosolids Master Plan, Project No. PS15-01, and complete the CEQA
process so the future projects may proceed into design, construction, and eventual
completion.
TIMING CONCERNS
The Sanitation District may not commit to projects proposed by the Biosolids Master Plan
until the CEQA process has been completed. The first project is the Interim Food Waste
Receiving Facility, Project No. P2-124, which is scheduled for award of a design
agreement in September 2018.
RAMIFICATIONS OF NOT TAKING ACTION
The projects identified in the Biosolids Master Plan may not proceed without this
environmental finding.
PRIOR COMMITTEE/BOARD ACTIONS
December 2015 - Approved a Professional Design Services Agreement with Black &
Veatch to provide professional services for Biosolids Master Plan, Project No. PS15-01,
for an amount not to exceed $2,965,556; and approved a contingency of$296,556 (10%).
ADDITIONAL INFORMATION
The Biosolids Master Plan lists nine projects to be completed over a period of more than
20 years, including replacing most of the digester complex at Plant No. 2, demolishing
existing digesters, constructing support facilities, and relocating some existing facilities.
The project will also construct the Interim Food Waste Receiving Facility, Project
No. P2-124,
Page 2 0(4
1276106 1
As part of the Biosolids Master Plan, and the associated CEQA documentation process,
Sanitation District staff made a concerted effort to reach out to interested parties, and
those neighbors near Plant No. 2, where most of the work will occur. Efforts included a
Saturday Open House at Plant No. 2 in September 2016, a Scoping Meeting in July 2017,
and a Public Meeting following issuance of the draft PEIR in March 2018.
CEQA
The Sanitation District, as lead agency, prepared an Initial Study analyzing the Biosolids
Master Plan potential environmental impacts. Based on the Initial Study, the Sanitation
District determined that a Program Environmental Impact Report is the best way to
proceed. The Sanitation District subsequently issued a Notice of Preparation (NOP) that
was made available for a 30-day public review period from July 14, 2017 to August 13,
2017. The NOP was also submitted to the State Clearinghouse (State Clearinghouse
No. 2017071026).
A Draft Program Environmental Impact Report (Draft PEIR) was developed and
distributed for a 45-day public review period from February 14, 2018 to April 2, 2018. A
public hearing was held on March 15, 2018,
The Final Program Environmental Impact Report (Final PEIR) (State Clearinghouse
No. 2017071026) found that the project's significant environmental impacts can be
avoided or reduced to less than significant levels through the adoption of mitigation
measures. These conclusions are supported by additional findings by the Sanitation
District that the proposed mitigation measures are feasible and will avoid or substantially
reduce any significant environmental effects of the project. These findings are described
in the Facts and Findings Regarding the Environmental Effects for the Biosolids Master
Plan ("Statement of Facts and Findings") that was prepared for this project and attached
to Resolution No. OCSD 18-XX as Exhibit B.
The mitigation measures are identified in the Final PEIR and Statement of Facts and
Findings are described in the Mitigation Monitoring and Reporting Plan prepared for this
project and included in the Final PEIR. Because the project, as mitigated, poses no
significant environmental impacts, CEQA does not require the Sanitation District to make
additional findings regarding recommended project alternatives, or adopt a statement of
Overriding Considerations in relation to this project.
The Sanitation District received eight comments on the Draft PEIR, which are included in
Chapter 2 of the Final PEIR. The comments were from public agencies, as well as
members of the public. Pursuant to CEQA Guidelines Section 15088(c), the Final PEIR
includes written responses to those comments (Chapter 3). Shown below are examples
of the comments received with responses.
California Department of Fish and Wildlife raised concerns about potential impacts on the
Light-Footed Ridgway's Rail in the adjacent Talbert Marsh. A mitigation measure
addresses those concerns by using a qualified biologist to monitor and recommend
appropriate measures when those birds are identified in the area.
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1276106 1
South Coast Air Quality Management District (SCAQMD) raised concerns that emissions
estimates include overlapping construction and operational activities. A detailed analysis
confirmed that with the proposed mitigation measures, the combined and overlapping
emissions would be below regulatory thresholds. SCAQMD also requested a discussion
of how the Sanitation District would comply with a list of SCAQMD rules and regulations.
The requested discussion was included in the Final EIR.
Patrick O'Sullivan, noted cumulative adverse impacts from multiple non-Sanitation District
projects including Poseidon, AES, Ascon, and Shopoff. His comments were addressed
by noting that cumulative effect of these other projects was evaluated, and that there are
no impacts that remain significant after mitigation.
The proposed Resolution making the required CEQA findings and adopting the Final
PEIR and Mitigation Monitoring and Reporting Program, is attached for the Board of
Directors' consideration and approval.
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENTS
The following attachment(s) are included in hard copy and may be viewed on-line at the OCSD website
( 1 Xasc_. W;J with the complete agenda package:
• Resolution No. OCSD 18-XX
• Final Program Environmental Impact Report including the Mitigation Monitoring
and Reporting Program (separate electronic document—online only)
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Page 4 of 4
12761061
RESOLUTION NO. OCSD 18-XX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT CERTIFYING
THE PROGRAM ENVIRONMENTAL IMPACT REPORT FOR
THE BIOSOLIDS MASTER PLAN, PROJECT NO. PS15-01;
ADOPTING A STATEMENT OF FACTS AND FINDINGS;
ADOPTING A MITIGATION MONITORING AND REPORTING
PROGRAM; AND APPROVING THE BIOSOLIDS MASTER
PLAN, PROJECT NO. PS15-01
WHEREAS, the Orange County Sanitation District (the "District") is presently
considering the approval of a project known as the Biosolids Master Plan, Project No.
PS15-01 (the "Project).
WHEREAS, pursuant to the California Environmental Quality Act (Public
Resources Code Sections 21000 at seq. ("CEQA")) and the CEQA Guidelines (California
Code of Regulations, Title 14, Sections 15000 at sec.), the District, as lead agency,
prepared a Draft Program Environmental Impact Report ("Draft PEIR") (State
Clearinghouse Number 2017071026) that reflected the independent judgment of the
District as to the potential environmental impacts of the Project and applicable mitigation
measures. The Draft PEIR determined that the Program would not have significant
impacts on the environment with the incorporation of feasible mitigation measures; and
WHEREAS, the District has consulted with other public agencies and the general
public, and provided such agencies and the public with the opportunity to provide written
and oral comments on the Project and the Draft PEIR as required by CEQA, including a
public review period of 45 days which commenced on February 14, 2018 and ended on
April 2, 2018; and
WHEREAS, on March 15, 2018, District staff held a public meeting to provide a
further opportunity for public agencies and the general public to comment on the Draft
PEIR; and
WHEREAS, the District has reviewed the comments received and has responded
in the Final Program Environmental Impact Report ("Final PEIR") to all significant
environmental issues raised during the review and consultation process;
WHEREAS, the comments received on the Draft PEIR, either in full or in summary,
together with the District's responses, have been included in the Final PEIR for the
proposed Project; and
OCSD 18-XX-1
13 13972,1
WHEREAS, the Final PEIR, including the comments received by the District on the
Draft PEIR, has been presented to the District's Board of Directors (the "Board")for review
and consideration prior to the approval of, and commitment to, the Project, and the
certification of the Final PEIR, adoption of the Statement of Facts and Findings, and
approval of the Mitigation Monitoring Program is consistent with the provisions of CEQA.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District DOES HEREBY RESOLVE, DETERMINE AND ORDER:
1. The Board of Directors certifies that the Final Program Environmental Impact
Report, attached to this Resolution as Exhibit A, including comments and
responses thereto, has been completed in compliance with CEQA and
represents a complete and adequate description of the environmental
conditions of the proposed Project;
2. The Board of Directors has independently reviewed and considered the Final
Program Environmental Impact Report together with all comments received
during the public review process;
3. The Final Program Environmental Impact Report reflects the independent
judgment and analysis of the Board;
4, The Board of Directors adopts the Facts and Findings Regarding the
Environmental Effects for the Biosolids Master Plan Project ("Statement of
Facts and Findings"), attached to this Resolution as Exhibit B, including all
findings regarding the potentially significant environmental impacts of the
proposed Project;
5. The Board of Directors has independently reviewed and considered the
Statement of Facts and Findings prepared for the proposed Project;
6. The Board of Directors finds on the basis of the whole record before it that there
is no substantial evidence that the Project, as mitigated, will have a significant
effect on the environment;
7. The Board of Directors finds that the recommended mitigation measures
contained in the Final Program Environmental Impact Report shall be
implemented and adopts the Mitigation Monitoring and Reporting Program (the
"MMRP"), included in Exhibit A, to ensure that all mitigation measures will be
implemented;
8. The Final Program Environmental Impact Report has been completed in
compliance with the requirements of CEQA and is hereby certified;
OCSD 18-xx-2
13 13972,1
9. The Board of Directors approves the Biosolids Master Plan Project, Project No.
Psi 5-01.
10.The documents and other materials that constitute the record of proceedings
on which the Board of Directors decision is based are located at the District
Administration Offices, 10844 Ellis Avenue, Fountain Valley, CA 92708 and the
custodian for these documents is the Clerk of the Board.
11.District staff is authorized and directed to file the Notice of Determination (NOD)
and any other documents in accordance with the requirements of CEQA.
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
June 27, 2018.
Gregory C. Sebourn, PLS
Board Chairman
ATTEST:
Kelly A. Lore, MMC
Clerk of the Board
OCSD 18-XX-3
13 13972,1
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 18-XX was passed and
adopted at a regular meeting of said Board on the 27'h day of June 2018, by the following
vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
of Orange County Sanitation District this 271h day of June 27, 2018.
Kelly A. Lore, MMC
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 18-XX-4
t3i;vn.i
OPERATIONS COMMITTEE MeetmgDate ToBd.ofDrr.
06/06/18 06J27j18
AGENDA REPORT Item Number Item Number
9
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: BIOGAS SCRUBBING PROCESS IMPROVEMENT, PROJECT RE17-02
GENERAL MANAGER'S RECOMMENDATION
A. Approve a sole source Professional Consultant Services Agreement to provide
Biogas Scrubber Evaluation, Phase 3 Pilot Testing Services, with Carollo
Engineers, Inc. for an amount not to exceed $656,783;
B. Approve a contract contingency of $98,517 (15%); and
C. Approve a royalty agreement with Carollo Engineers, Inc., to affirm Carollo's
obligation to provide the Orange County Sanitation District with 20% of the net
revenue from licensing.
BACKGROUND
Biogas from digesters contains contaminants that must be removed before the gas can
be used in the Central Generation engines. Currently, this is done with the addition of
chemicals and the use of carbon filters. Through the Research Program, the Orange
County Sanitation District (Sanitation District) has found a scrubbing process invented by
Carollo Engineers, Inc. (Carollo) that uses only water to remove contaminants from
biogas. The Sanitation District has been working with Carollo to develop, test, and
optimize this process. Initial evaluations of the new process were positive, and staff is
now recommending a pilot test.
RELEVANT STANDARDS
Maintain a culture of improving efficiency to reduce the cost to provide the current
service level or standard
PROBLEM
The current processes for removing contaminants from biogas are expensive and require
added chemicals. In addition, since the same chemical is used sequentially in the primary
clarifiers and the digesters, modifications to the primary clarifiers using other additives
are not possible as long as both process steps are tied to using this chemical.
Page 1 of 3
PROPOSED SOLUTION
Perform pilot-scale testing on the biogas scrubbing process so it can be determined if a
full-scale system is feasible.
TIMING CONCERNS
The new process may allow for the elimination or reduction of existing chemicals and
activated carbon filters for hiogas scrubbing that can result in eventual operating cost
savings. These cost savings may not be realized if this pilot testing is not performed.
RAMIFICATIONS OF NOT TAKING ACTION
The reduction in chemicals and activated carbon usage can result in significant savings
that may never be realized if the pilot-scale study is not performed and an eventual
full-scale system installed.
PRIOR COMMITTEE/BOARD ACTIONS
May 2016 - Authorized staff to negotiate a Sole Source Contract with Carollo Engineers
for large-scale pilot testing of a biogas scrubbing process.
July 2014 - Authorized Sole Source Contract ('Biogas Scrubbing Process — Engineering
Evaluation by Carollo Engineers") for $106,075, plus 10% contingency ($10,600).
ADDITIONAL INFORMATION
The Carollo gas scrubbing process takes advantage of a wastewater treatment plant's
abundant water supply using secondary treated wastewater. All water used in this
process is recycled and still available for reclamation. The process uses a simple mixer
and a gas/water separator to scrub the gas of contaminants. Due to the low solubility of
methane (the fuel component of biogas) compared to the contaminants, nearly all the
methane is recovered. In Phase 1 proof-of-concept testing at the Sanitation District in
2013, high removals of hydrogen sulfide (100%) and siloxanes (98%) were shown. No
added chemicals are needed with this process. The removal of carbon dioxide will also
raise the heat value of the biogas and potentially aid in the sale of future excess gas when
the Sanitation District is energy independent.
Phase 1 of this work included two days of proof-of-concept testing in 2013. Phase 2
began in July 2014 and included evaluation of the expected performance, costs, and
equipment requirements for full-scale applications of the process at the Sanitation
District's treatment plants. The Phase 2 study identified additional performance data that
would be needed to fully evaluate the feasibility of replacing the current practices with this
scrubbing process. This recommended pilot testing will constitute Phase 3 of the work
and will generate the data that is needed.
Page 2 of 3
During Phase 2 work, the Sanitation District established a royalty-free perpetual license
agreement with Carollo Engineers to use the technology and will receive 20% of all royalty
revenue that comes from licensing the process to others. For Phase 3 pilot testing and
beyond, General Counsel recommended the license agreement be revised. The revised
agreement contains similar provisions as its predecessor.
CEQA
The project is exempt from CEQA under the Class 6 categorical exemptions set forth in
California Code of Regulations sections 15306, Information Collection. Section 15306
(Class 6) exempts from CEQA basic data collection research, experimental management
and resource evaluation activities which do not result in a serious or major disturbance to
an environmental resource. A Notice of Exemption was filed with the OC Clerk-Recorder
on March 1, 2018.
The project expands testing of a newly invented process which is in the data collection,
research, experimental management, and evaluation phase.
FINANCIAL CONSIDERATIONS
Carollo will be providing in-kind contribution to this project through services amounting to
approximately $73,300.
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. Budget for this item has been included in the Research Program (M-
Research) budget for Fiscal Year 2017-18. (Line Item: FY2017-18 Update, Appendix
Page A-9).
Date of Approval Contract Amount Contingency
05/23/2018 $656,783 $98,517
07/23/2014 $106,075 $10,600
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (.rox.y : rom) with the
complete agenda package:
• Sole Source Professional Consultant Services Agreement
• Royalty Agreement
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Page 3 of 3
SOLE SOURCE PROFESSIONAL CONSULTANT SERVICES AGREEMENT
Biogas Scrubber Evaluation, Phase 3 Pilot Testing
Specification No. RE17.02
THIS AGREEMENT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Carollo Engineers, Inc. with
a principal place of business at 3150 Bristol Street, Suite 500, Costa Mesa, CA 92626 (hereinafter
referred to as "Consultant") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, based on Consultant's expertise and experience, OCSD desires to temporarily
engage Consultant to provide Biogas Scrubber Evaluation, Phase 3 Pilot Testing "Services" as
described in Exhibit "A", and
WHEREAS, Consultant submitted its Proposal, dated April 21, 2017; and
WHEREAS, on June 27, 2013, the Board of Directors of OCSD, by minute order, authorized
execution of this Agreement between OCSD and Consultant; and
WHEREAS, OCSD has chosen Consultant to conduct Services in accordance with Ordinance
No. OCSD-47; and
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and the
Consultant. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement
as though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit "B" OCSD 14 SCFM Pilot Mechanical Drawings by Unison Solutions
Exhibit "C" Estimated Work Effort
Exhibit "D" Estimated Time of Performance
Exhibit "E" Acknowledgement of Insurance Requirements
Exhibit "F" OCSD Safety Standards
1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and
any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all
respects govern and control.
1 A This Agreement may not be modified, changed or supplemented, nor may any obligations
hereunder be waived or extensions of time for performance granted, except by written
instrument signed by both Parties.
1.5 The various headings in this Agreement are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or any section or provision hereof.
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1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise
noted as workdays.
1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or
OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday
through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff
who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to
OCSD work schedules. OCSD review periods shall not include OCSD observed holidays.
1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.9 Work Hours:All work shall be scheduled Monday through Friday, between the hours of 7:30
a.m. and 5:30 p.m. OCSD will not pay for travel time.
1.10 Consultant shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the total amount of the Agreement.
1A1 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Consultant as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Scope of Work Subject to the terms of this Agreement, Consultant shall perform the
Services identified in Exhibit "A". Consultant warrants that all of its Services shall be
performed in a competent, professional, and satisfactory manner.
3. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties. A review of the time required for the modification will be made
by OCSD and Consultant and the Agreement period adjusted accordingly.
4. Compensation Compensation to be paid by OCSD to Consultant for the Services provided
under this Agreement shall be a total amount not to exceed Six Hundred Fifty-Six Thousand
Seven Hundred Eighty-Three Dollars ($656,783.00).
5. California Department of Industrial Relations (DIR)Registration and Record of Wages
5A To the extent Consultant's employees and/or subconsultants who will perform work 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.
5.2 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 1771.4(a)(3). Penalties for non-compliance
with the requirements of Section 1776 may be deducted from progress payments per
Section 1776.
5.3 Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a
copy of all certified payroll records to OCSD and/or general public upon request, provided
the public request is made through OCSD, the Division of Apprenticeship Standards, or the
Orange County Sanitation District 2 of 11 Specification No. RE17-02
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Division of Labor Standards Enforcement of the Department of Industrial Relations.
5A The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code of
Regulation Section 16461(a).
6. Payment and invoicing
6.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project
Manager or designee, of itemized invoices submitted in accordance with Exhibit"A". OCSD,
at its sole discretion, shall be the determining party as to whether the Services have been
satisfactorily completed.
6.2 Invoices shall be emailed by Consultant to OCSD Accounts Payable at
APSi z 1@0C;SD,.com and "INVOICE" with the Purchase Order Number and Specification
No. RE17-02 shall be referenced in the subject line.
7. Audit Rights Consultant agrees that, during the term of this Agreement and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
any directly pertinent books, documents, and records of Consultant relating to the invoices
submitted by Consultant pursuant to this Agreement.
8. Commencement and Term The Services provided under this Agreement shall be
completed within three hundred sixty-five (365)calendar days from the effective date of the
Notice to Proceed.
9. Extensions The term of this Agreement may be extended only by written instrument signed
by both Parties.
10. Performance Time is of the essence in the performance of the provisions hereof.
11. Termination
11.1 OCSD reserves the right to terminate this Agreement for Its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a
termination notice, Consultant shall immediately discontinue all work under this Agreement
(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay
Consultant for work performed (cost and fee) to the date of termination. Consultant
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Agreement. Such notice of termination shall terminate this
Agreement and release OCSD from any further fee, cost or claim hereunder by Consultant
other than for work performed to the date of termination.
11.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's
determination that Consultant is not complying with the Scope of Work requirements, if the
level of service is inadequate, or any other default of this Agreement.
11.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by
written notice to Consultant:
• if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or
• if Consultant sells its business; or
• if Consultant breaches any of the terms of this Agreement; or
• if total amount of compensation exceeds the amount authorized under this Agreement.
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11.4 All OCSD property in the possession or control of Consultant shall be returned by consultant
to OCSD on demand, or at the termination of this Agreement, whichever occurs first.
12. Indemnification and Hold Harmless Provision
12.1 For professional liability, Consultant shall assume all responsibility for damages to property
and/or injuries to persons, including accidental death, to the extent caused by Consultant's
negligence or willful misconduct in performing the Services under this Agreement, or by its
subconsultant(s) or by anyone directly or indirectly employed by Consultant, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Agreement. Consultant shall indemnify, protect, defend and hold harmless OCSD, its
elected and appointed officials, officers, agents and employees, from and against any and
all claims, liabilities, damages or expenses of any nature, including attorneys' fees to the
extent caused by Consultant's professional negligence or willful conduct. In the event the
subject action alleges negligence on the part of Consultant and/or OCSD, or any third party
not under contract with Consultant, Consultant's obligations regarding OCSD's defense
under this paragraph include only reimbursement of OCSD's reasonable defense costs
incurred to the extent of Consultant's negligence as expressly determined by a final
judgement, arbitration, award, order, settlement, or other final resolution.
12.2 For all other liability, Consultant shall assume responsibility for: damages to property and/or
to persons, including accidental death, which may arise out of or be caused by Consultant's
Services under this Agreement, or by its subconsultant(s) or by anyone directly or indirectly
employed by Consultant, and whether such damage or injury shall accrue or be discovered
before or after the termination of the Agreement. Except as to the sole active negligence of
or willful misconduct of OCSD, Consultant shall indemnify, protect, defend and hold
harmless OCSD, its elected and appointed officials, officers, agents and employees, from
and against any and all claims, liabilities, damages or expenses of any nature, including
attorneys'fees (a)for injury to or death of any person or damage to property or interference
with the use of property, arising out of or in connection with Consultant's performance under
the Agreement, and/or(b) on account of use of any copyrighted or uncopyrighted material,
composition, or process, or any patented or unpatented invention, article or appliance,
furnished or used under the Agreement. This indemnification provision shall apply to any
acts or omissions on the part of Consultant or anyone employed by or working under
Consultant.To the maximum extent permitted by law, Consultant's duty to defend shall apply
whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless,
or which involve claims or allegations that any of the parties to be defended were actively,
passively, or concurrently negligent, or which otherwise assert that the parties to be
defended are responsible, in whole or in part, for any loss, damage, or injury. Consultant
agrees to provide this defense immediately upon written notice from OCSD, and with well
qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This
section shall survive the expiration or early termination of the Agreement.
12.3 Notwithstanding Consultant's indemnification and defense obligations hereunder,
Consultant shall not be responsible for warranties, guarantees, fitness for a particular
purpose, loss of anticipated profits, or for economic, incidental, or consequential damages.
13. Insurance Consultant and all subconsultants shall purchase and maintain, throughout the
life of this Agreement and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements,
Exhibit "E". Consultant shall not commence work under this Agreement until all required
insurance is obtained in a form acceptable to OCSD, nor shall Consultant allow any
subconsultant to commence service pursuant to a subcontract until all insurance required
of the subconsultant has been obtained. Failure to maintain required insurance coverage
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shall result in termination of this Agreement.
14. Confidentiality and Non-Disclosure
14.1 Consultant acknowledges that in performing the Services hereunder, OCSD may have to
disclose to Consultant orally and in writing certain confidential information that OCSD
considers proprietary and has developed at great expense and effort.
14.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or
corporation, without OCSD's prior written consent, any trade secret or confidential
information, knowledge or data relating to the products, process, or operation of OCSD.
14.3 Consultant further agrees to maintain in confidence and not to disclose to any person, firm,
or corporation any data, information, technology, or material developed or obtained by
Consultant during the term of this Agreement.
14.4 Consultant agrees as follows:
• To use the confidential information only for the purposes described herein;to not reproduce
the confidential information; to hold in confidence and protect the confidential information
from dissemination to and use by anyone not a party to this Agreement; and to not use the
confidential information to benefit itself or others.
• To restrict access to the confidential information to its Consultant or personnel of Consultant
who (1) have a need to have such access and (2) have been advised of and have agreed
in writing to treat such information in accordance with the terms of this Agreement.
• To return all confidential information in Consultant's possession upon termination of this
Agreement or upon OCSD's request, whichever occurs first.
• To hold in confidence information and materials, if any, developed pursuant to the Services
hereunder.
14.5 The provisions of this section shall survive termination or expiration of this Agreement and
shall continue for so long as the material remains confidential.
15. Ownership of Documents All drawings, specifications, reports, records, documents,
memoranda, correspondence, computations, and other materials prepared by Consultant,
its employees, subconsultants, and agents in the performance of this Agreement shall be
the property of OCSD and shall be promptly delivered to OCSD upon request of OCSD's
Project Manager or designee, or upon the termination of this Agreement, and Consultant
shall have no claim for further employment or additional compensation as a result of the
exercise by OCSD of its full rights of ownership of the documents and materials hereunder.
Any use of such completed documents for other projects and/or use of incomplete
documents without specific written authorization by the Consultant will be at OCSD's sole
risk and without liability to Consultant. Consultant shall ensure that all its subconsultants
shall provide for assignment to OCSD of any documents or materials prepared by them.
16. Ownership of Intellectual Property Consultant agrees that all designs, plans, reports,
specifications, drawings, schematics, prototypes, models, inventions, and all other
information and items made during the course of this Agreement and arising from the
Services (hereinafter referred to as "New Developments") shall be and are assigned to
OCSD as its sole and exclusive property, except for any information and items considered
Intellectual Property as defined in the Memorandum of Understanding ("Intellectual Property
MOU") dated October 25, 2017, between OCSD and Consultant, which will be governed
exclusively by the terms of the Intellectual Property MOU.
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17. OCSD-Provided Information and Services OCSD shall furnish Consultant available
studies, reports and other data pertinent to the Services and Consultant shall be entitled to
use and rely upon all such information provided by OCSD in performing the Services under
this Agreement.
18. Estimates and Protections In providing opinions of cost, financial analysis, economic
Feasibility projections, and schedules for potential projects, Consultant has no control over
cost or price of labor and material; unknown or latent conditions of existing equipment or
structures that may affect operations and maintenance costs; competitive bidding
procedures and market conditions; time or quality of performance of third parties; quality,
type, management, or direction of operating personnel; and other economic and operational
factors that may materially affect the ultimate project costs or schedule. Therefore,
Consultant makes no warranty that OCSD's actual project costs, financial aspects,
economic feasibility, or schedules will not vary from Consultant's opinions, analyses,
projections, or estimates.
19. No Solicitation of Employees
19.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of one
(1) year immediately following termination of this Agreement, or any extension hereof, call
on, solicit,or take away any of the employees whom Consultant became aware of as a result
of Consultant's Services to OCSD.
19.2 Consultant acknowledges that OCSD's employees are critical to its business and OCSD
expends significant resources to hire, employ, and train employees. Should Consultant
employ or otherwise engage OCSD's employees during the term of this Agreement and for
a period of one (1) year following termination of this Agreement, Consultant will pay OCSD
fifty percent (50%) of the former employee's most recent annual salary earned at OCSD to
accurately reflect the reasonable value of OCSD's time and costs. This payment is in
addition to any other rights and remedies OCSD may have at law.
20. Independent Contractor Capacity
20.1 The relationship of Consultant to OCSD is that of an independent contractor and nothing
herein shall be construed as creating an employment or agency relationship.
20.2 Consultant shall act independently and not as an officer or employee of OCSD. OCSD
assumes no liability for Consultant's action and performance, nor assumes responsibility for
taxes, funds, payments or other commitments, implied or expressed, by or for Consultant.
20.3 Consultant shall not be considered an agent of OCSD for any purpose whatsoever, nor shall
Consultant have the right to, and shall not, commit OCSD to any agreement, contract or
undertaking. Consultant shall not use OCSD's name in its promotional material or for any
advertising or publicity purposes without expressed written consent.
20.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on
OCSD's payroll as regular employees including, without limitation, worker's compensation,
disability insurance, vacation, holiday or sick pay. Consultant shall be responsible for
providing, at Consultant's expense, disability, workers compensation or other insurance as
well as licenses and permits usual or necessary for conducting the Services hereunder.
20.5 Consultant shall be obligated to pay any and all applicable Federal, State and local payroll
and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies OCSD
for any claims, losses,costs,fees, liabilities,damages or penalties suffered by OCSD arising
out of Consultant's breach of this provision.
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20.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those
individuals listed on OCSD's payroll as regular employees. Consultant shall remain ineligible
for such benefits or participation in such benefit plans even if a court later decides that OCSD
misclassified Consultant for tax purposes.
21. Licenses, Permits Consultant represents and warrants to OCSD that it has obtained all
licenses, permits, qualification and approvals of whatever nature that are legally required to
engage in this work. Any and all fees required by Federal, State, County, City and/or
municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Agreement will be paid by Consultant.
22. Consultant's Representations In the performance of duties under this Agreement,
Consultant shall adhere to the highest fiduciary standards, ethical practices and standards
of care and competence for their trade/profession. Consultant agrees to comply with all
applicable Federal, State, and local laws and regulations.
23. Familiarity with Work By executing this Agreement, Consultant warrants that: 1) it has
investigated the work to be performed; 2)it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
work under this Agreement. Should Consultant discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Consultant's risk, until
written instructions are received from OCSD.
24. Right to Review Services Facilities and Records
24.1 OCSD reserves the right to review any portion of the Services performed by Consultant
under this Agreement, and Consultant agrees to cooperate to the fullest extent possible.
24.2 Consultant shall furnish to OCSD such reports, statistical data, and other information
pertaining to Consultant's Services as shall be reasonably required by OCSD to carry out
its rights and responsibilities under its agreements with its bondholders or noteholders and
any other agreement relating to the development of the project(s)and in connection with the
issuance of its official statements and other prospectuses with respect to the offering, sale,
and issuance of its bonds and other obligations.
24.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions,
reports,test results, calculations, schedules, or other data that are developed by Consultant
shall not relieve Consultant of any obligation set forth herein.
25. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond Its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected by
a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Agreement.
26. Severability If any section, subsection, or provision of this Agreement, or any agreement
or instrument contemplated hereby, or the application of such section, subsection, or
provision is held invalid, the remainder of this Agreement or instrument in the application of
such section, subsection or provision to persons or circumstances other than those to which
it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
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27. Waiver The waiver of either party of any breach or violation of, or default under, any
provision of this Agreement, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Agreement or default
thereunder. Any breach by Consultant to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
28, Remedies In addition to other remedies available in law or equity, if the Consultant fails to
make delivery of the goods or Services or repudiates its obligations under this Agreement,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may(1)terminate the Agreement; (2)recover whatever amount of the purchase price
OCSD has paid, and/or (3) "covet' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Consultant. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Consultant as damages the
difference between the cost of the substitute goods or Services and the Agreement price.
29. Governing Law This Agreement shall be governed by and interpreted under the laws of
the State of California and the Parties submit to jurisdiction in Orange County, in the event
any action is brought in connection with this Agreement or the performance thereof.
30. Attorneys Fees 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 it may be entitled.
31. Dispute Resolution
31.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the
dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution
of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be
conducted in accordance with the Commercial Mediation Rules of the American Arbitration
Agreement, through the alternate dispute resolution procedures of Judicial Arbitration
through Mediation Services of Orange County("JAMS"), or any similar organization or entity
conducting an alternate dispute resolution process.
31.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two (2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrators decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
32. Damage to OCSD's Property Any OCSD property damaged by Consultant will be subject
to repair or replacement by Consultant at no cost to OCSD.
33. OCSD Safety and Human Resources Policies OCSD requires Consultant and its
subconsultants to follow and ensure their employees follow all Federal, State, and local
regulations as well as OCSD Safety Standards while working at OCSD locations. If during
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the course of the Agreement it is discovered that OCSD Safety Standards do not comply
with Federal, State or local regulations, then the Consultant is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Consultant and all of its
employees and subconsultants, shall adhere to all applicable OCSD Safety Standards,
OCSD's Safety Standards are hereby incorporated by reference as though fully set forth
herein in Exhibit"F".
34. Freight(F.O.B. Destination) Consultant assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Agreement.
35. Assignments Consultant shall not delegate any duties nor assign any rights under this
Agreement without the prior written consent of OCSD. Any such attempted delegation or
assignment shall be void.
36. Conflict of Interest and Reporting
36.1 Consultant shall at all times avoid conflicts of interest or appearance of conflicts of interest
in performance of this Agreement.
36.2 Consultant affirms that to the best of its knowledge there exists no actual or potential conflict
between Consultant's families, business or financial interest or its Services under this
Agreement, and in the event of change in either its private interests or Services under this
Agreement, it will raise with OCSD any question regarding possible conflict of interest which
may arise as a result of such change.
37. Third Party Rights Nothing in this Agreement shall be construed to give any rights or
benefits to anyone other than OCSD and Consultant.
38. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Consultant, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Consultant or to its
successor, or for breach of any obligation of the terms of this Agreement.
39. Authority to Execute The persons executing this Agreement on behalf of the Parties
warrant that they are duly authorized to execute this Agreement and that by executing this
Agreement, the Parties are formally bound.
40. Read and Understood By signing this Agreement, Consultant represents that it has read
and understood the terms and conditions of the Agreement.
41. Entire Agreement This Agreement constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
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42. Notices All notices under this Agreement must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Any facsimile notice must be
followed within three (3) days by written notice. Rejection or other refusal to accept or the
inability to deliver because of changed address for which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices
shall be effective when first received at the following addresses:
OCSD: Larry Roberson
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Consultant: Douglas J. Lanning
Senior Vice President
Carollo Engineers, Inc.
3150 Bristol Street, Suite 500
Costa Mesa, CA 92626
Each party shall provide the other party written notice of any change in address as soon as
practicable.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Agreement to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
CARDLLO ENGINEERS, INC.
Dated: By:
Print Name and Title of Officer
Dated: By:
Print Name and Title of Officer
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ROYALTY AGREEMENT
This Agreement is entered into and made effective this day of June, 2018 (the
"Effective Date"), by and between the Orange County Sanitation District, having a place of
business at 10844 Ellis Avenue, Fountain Valley, California 92708 (`OCSD"), and Carollo
Engineers, Inc.,having a place of business at 3150 Bristol Street, Suite 500,Costa Mesa,California
92626 ("Carollo") (individually, "Party" and collectively, "Parties").
WHEREAS,the Parties entered into an agreement dated March 23,2015 related to OCSD's
Project SP-125-16 ("the 2015 Agreement"), hereby attached as Exhibit A and incorporated by
reference, which established the intellectual property rights and interests of the Parties; and
WHEREAS, the Parties have agreed that Carollo will provide OCSD with 20% of the net
revenue from licensing the existing biogas scrubber technology Intellectual Property and any New
Developments where inventors from only Carollo or both Carollo and OCSD are included (both
terms as defined in the 2015 Agreement)related thereto, subject to the terms of this Agreement.
WHEREAS, this Agreement affirms Carollo's obligation to provide OCSD with 20% of
the net revenue from licensing only and does not alter any other Carollo obligation as stated in the
2015 Agreement, including but not limited to requirement that Carollo provide OCSD with 20%
of the net revenue from any sale of the existing biogas scrubber technology Intellectual Property
and any New Developments.
NOW THEREFORE, the parties intending to be legally bound hereby and for good mid
valuable consideration, the receipt of which is hereby acknowledged, have agreed and do hereby
agree as follows:
I. Recitals. The Parties a ree the above recitals are true and correct and are
incorporated herein as part of the Agreement.
2. Definitions. The term "Licensed Technology" shall refer to the
intellectual property relating to the Biogas Scrubber technology listed in Exhibit F of the 2015
Agreement, which has been replaced with U.S.Patent No.9,387,431 and U.S. Patent No.9,597,630,
as attached in Exhibits B and C, which are hereby incorporated by reference.
3. Royalties.
3.1. Carollo shall provide to OCSD 20% of net revenues for license fees
resulting from licensing the Licensed Technology to third parties, regardless of the industry in
which the third party operates. Carollo shall not be obligated to enter into any specific license
agreement or a specific number of license agreements, and Carollo shall have sole authority in
deciding the scope mid recipient of any license. This Agreement does not require Carollo to license
the Licensed Technology to anyone, and does not guarantee any minimum amount of royalties that
will be payable to OCSD.
3.2. OCSD shall be responsible for all sales, use, excise and value added
taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state, or
local Governmental Authority on any amounts payable by OCSD hereunder.
3.3. Pavment Terms and Royaltv Statements
(a) Carrillo shall pay any royalties payable to OCSD under this Agreement on an
annual basis. Such royalties will be paid in US dollars by wire transfer to a bank account
to be designated in writing by OCSD.
(b) On or before the date on which royalty payments are made to OCSD, Carrillo
shall provide Payment Statement identifying:
(i) the total number of licenses for the Licensed Technology during the
relevant time period;
(it) the net revenue for each license of the Licensed Technology during the
relevant time period;
4. Indemnification.
4.1 General. Carollo and OCSD shall indemnify, defend and hold the
other harmless and its officers, directors, employees, agents, successors and assigns against all
bodily injury and property damage claims asserted by any third party as a result of the other's
negligent acts or omissions. To the extent that both Carollo and OCSD are determined by a finder
of fact to be negligent and the negligence of both is a proximate cause of a claim by a third party
against either Carollo or OCSD,then in such an event Carollo and OCSD shall each be responsible
for a portion of the liability, including costs and expenses, attributable to its comparative share of
the total negligence.
4.2 Patent Infifi gement. Carollo and OCSD shall indemnify, defend,
and hold the other harmless and its officers, directors, employees, agents, successors and assigns
against all bodily injury and property damage claims asserted by any third party as a result of the
third-party claims of patent infringement. To the extent that both Carollo and OCSD are
determined by a finder of fact to have infringed upon the patent rights of a third party and the
actions of both Carollo and OCSD are a proximate cause of a claim by a third party against either
Carollo or OCSD,then in such an event Carollo and OCSD shall each be responsible for a portion
of the liability, including costs and expenses, attributable to its comparative share of the total
finding of patent infringement.
4.3 1N NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST
PROFITS OR LOST SAVINGS, TO EACH OTHER OR ANY THIRD PARTIES, EVEN IF
CAROLLO AND/OR OCSD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
5. Representations and Warranties. The Parties each represent that it has
the right and authority to enter into this Agreement.
6. Term and Tennina6on.
6.1 Term. This Agreement shall be deemed to have commenced on the
Effective Date and shall remain in effect until terminated in accordance with Section 5.2.
6.2 Termination for Cause. Either Party shall have the right to terminate
this Agreement immediately by giving written notice to the other Party if.
(a) Carollo fails to pay any amount due under this Agreement on the due date for
payment and remains in default not less than sixty (60) days after OCSD's written notice
to make such payment, including the payment of interest;
(b) Either Party breaches this Agreement (other than through a failure to pay any
amounts due under this Agreement)and, if such breach is curable,fails to cure such breach
within thirty(30) days of the non-breaching Party's written notice of such breach;
(c) Carollo (i) becomes insolvent or admits its inability to pay its debts generally
as they become due; (n) becomes subject, voluntarily or involuntarily, to any proceeding
under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed
within thirty(30)business days or is not dismissed or vacated within ten (10)business days
after filing; (iii) is dissolved or liquidated or takes any corporate action for such propose;
(iv) makes a general assignment for the benefit of creditors; or(v) has a receiver, trustee,
custodian or similar agent appointed by order of any court of competent jurisdiction to take
charge of or sell any material portion of its property or business; or
(d) Carollo undergoes a change in control,which means a change in the corporate
entity that has control, directly or indirectly, of that Party, whereas such change gives the
power to direct or cause the direction of the management and policies of the corporation to
another individual, corporation,partnership,joint venture,limited company,governmental
authority, unincorporated organization, trust, association or other entity, whether through
the ownership of voting securities, by contract, or otherwise.
6.3 Effect of Termination. Within fifteen (15) business days after
termination, Carollo shall: (a) submit a Payment Statement to OCSD, and any payments due to
OCSD shall become immediately payable with submission of the final Payment Statement; and
(b) immediately cease all activities concerning, including all practice and use of, the Licensed
Technology. If the cause for termination falls under subsection (d) above, the Parties agree that
OCSD shall have the right of first refusal to purchase the Licensed Technology and the Parties
shall negotiate in good faith related thereto.
7. Binding Duties, Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, if any, successors, agents, representatives, and assigns. This Agreement shall not be
assigned, directly or indirectly, by either party without written consent ofthe other party, and such
consent is not to be unreasonably withheld.
8. Governing Law. This Agreement shall be governed pursuant to the laws of
the State of California and any dispute in connection with this Agreement shall be resolved in the
State or Federal Courts of Orange County,California, each party submitting to the jurisdiction and
venue of such courts.
9. Enforceability. If any provision of this Agreement is held illegal or
unenforceable by any court of competent jurisdiction, such provision shall be deemed separable
from the remaining provisions of this Agreement and shall not affect or impair the validity or
enforceability of the remaining provisions of the Agreement.
10. Entire Agreement. Each party acknowledges that it has read this
Agreement, understands it and agrees to be bound by its terms and further agrees that it is the
complete and exclusive statement of the agreement between the parties relating to its subject
matter, and that this Agreement supersedes all prior and contemporaneous agreements concerning
the subject matter hereof and may not be modified except in writing signed by the authorized
representatives of both parties and specifically referring to the Agreement.
WHEREFORE, by their signatures below, the parties acknowledge that they have
reviewed carefully each and every term contained in this Agreement, which they understand is a
legally binding document, and further acknowledge that the understandings and agreements
expressed hereunder are binding upon them.
CAROLLO ENGINEERS, INC. ORANGE COUNTY SANITATION
DISTRICT
By: By:
Name: Name: Gregory C. Seboum PLS
Title: Title: Board Chairman
Date: Date:
Attest:
Kelly A. Lore, MMC (Clerk of the Board)
OPERATIONS COMMITTEE Meeting Date To ea.of Dn.
06/06/18 06/27/I8
AGENDA REPORT Item Number Item Number
10
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS,
CONTRACT NO. FE18-00-XX
GENERAL MANAGER'S RECOMMENDATION
A. Approve Annual Professional Design Services Agreements with the following firms
for professional engineering design and construction support services
commencing July 1, 2018 with a maximum annual fiscal year contract limitation
not to exceed $600,000 for each Professional Design Services Agreement;
1. AECOM Technical Services, Inc., Contract No. FE18-00-01
2. Black & Veatch Corporation, Contract No. FE18-00-02
3. Dudek, Contract No. FE18-00-03
4, GHD, Inc., Contract No. FE18-00-04
5. HDR Engineering, Inc., Contract No. FE18-00-05
6. IDS Group Inc., Contract No. FE18-00-06
7. Infrastructure Engineering Corporation, Contract No. FE18-00-07
8. Michael Baker International, Inc., Contract No. FE18-00-08; and
B. Approve two additional one-year optional extensions for each PDSA.
BACKGROUND
Ordinance No. OCSD-52 (Purchasing Ordinance)authorizes procurement of professional
design services less than $300,000 through Task Order-based Master Contracts. There
are currently two sets of Master Contracts for design services issued in 2012 and 2015.
The design sets for 2012 have expired and the set from 2015 expires on June 30, 2018.
When a Master Contract expires, any existing and active task orders remain valid, but no
new task orders can be issued.
When the need for professional design services for a specific project is identified, and the
anticipated value of the services is within the task order limit, staff issues a Request for
Task Order Proposal to at least two, but typically three, of the prequalified firms. The
proposals are scored and ranked per the selection criteria included in the Request for
Task Order Proposal, and negotiations conducted with the selected firm. The process of
procuring design services through Master Contracts is significantly quicker and more cost
effective for both the Orange County Sanitation District (Sanitation District) and the
competing consultants than the process for larger projects.
Page 1 of 6
RELEVANT STANDARDS
• Ensure the public's money is wisely spent
• Sound engineering and accounting practices, complying with local, state, and
federal laws
PROBLEM
The traditional process of soliciting and selecting consultants for professional design
services on smaller projects is slower and costlier for both the Sanitation District and
consultants competing for projects.
PROPOSED SOLUTION
Approve Annual Professional Design Services Agreements (PDSAs) with a prequalified
list of design consultants per Ordinance No. OCSD-52.
TIMING CONCERNS
The existing Annual PDSAs expire on June 30, 2018, If these new agreements are not
issued, staff will not be able to utilize Master Contracts to procure design services for
small projects.
RAMIFICATIONS OF NOT TAKING ACTION
Without these PDSAs, the Sanitation District would need to conduct full solicitations for
the design of each small project, delaying completion of those projects, and increasing
administrative costs. The relatively high proposal costs versus the potential project profit
tends to limit the number of proposers for these smaller projects.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Consultant Selection:
On February 6, 2018, the Sanitation District issued a Request for Qualifications (RFQs)
for Annual Professional Design Services Agreements, Contract No. FE18-00, and a
notice was sent to multiple categories of firms registered in the Sanitation District's
purchasing database. The RFQs defined three categories of projects and invited
interested consultants to pursue qualifications for any or all of those categories.
Page 2&6
The following evaluation criteria were described in the RFQ and used to determine the
most qualified consultants.
CRITERION Weighting
Consultant Team Resources 20%
Delivery Capabilities 20%
Related Project Experience 30%
Staff Qualifications 30%
On March 6, 2018, twenty-one Statements of Qualifications (SOQs) were received. The
following table lists the firms that submitted SOQs and for which of the three project types
they submitted qualifications.
Project T es
Building &
Firm Safety Linear Process
AECOM X X X
Atkins North America X X X
Black & Veatch X
CDM Smith X
Dudek X X
Gekko Engineering X X X
GHD X X X
HDR X X X
HH Fremer Architects X
IDS Group X X
Infrastructure Engineering Corporation X
Kleinfelder X
LEE & RO X X X
Lehrer Architects X
Lockwood, Andrews, & Newman X X
Michael Baker International X X X
R.G. Vanderweil En ineers X
RMS Engineering & Design X X
SPEC Services X X
Tetra Tech X X X
Woodard & Curran X X
Total Count Submitted 12 14 17
Page 3&6
The SOOs were evaluated in accordance with the evaluation process set forth in the
Purchasing Ordinance by a preselected Selection Committee consisting of the following
Sanitation District staff:
Jeffrey Mohr Engineering Manager
Martin Dix Engineering Supervisor
William Cassidy Engineering Supervisor
David Halverson Engineering Supervisor
Richard Birdsell Senior Engineer
The Selection Committee also included a non-voting representative from the Contracts
Administration Division.
Each member of the Selection Committee scored each SOO for each project type
submitted using the evaluation criteria listed above. The following three tables summarize
the scoring and ranking for each project type.
PROJECT TYPE 1: BUILDING & SAFETY
Firm Score Rank
IDS Group 40.8 1
HDR 37.7 2
AECOM 36A 3
GHD 33.2 4
Michael Baker International 33.0 5
LEE & RO 30.0 6
Tetra Tech 29.3 7
Lehrer Architects 28.7 8
HH Fremer Architects 28.2 9
Gekko Engineering 27A 10
Atkins North America 26.9 11
RMS Engineering & Design 21.4 12
Based on the score of each firm, the Selection Committee recommended that the top five
firms should be qualified for the Building and Safety project type.
PROJECT TYPE 2: LINEAR
Firm Score Rank
Dudek 40.0 1
AECOM 37.3 2
GHD 36.7 3
Page 4 of 6
HDR 36.4 4
Infrastructure Engineering 36.0 5
Corporation
Michael Baker International 35.4 6
Woodard & Curran 34.2 7
Kleinfelder 33.9 8
LEE & RO 32A 9
Atkins North America 31.5 10
Tetra Tech 29.3 11
Lockwood, Andrews, & Newman 29.0 12
SPEC Services 28.3 13
Gekko Engineering 27.4 14
Based on the score of each firm, the Selection Committee recommended that the top five
firms should be qualified for the Linear project type.
PROJECT TYPE 3: PROCESS
Firm Score Rank
AECOM 38.5 1
Black & Veatch 37.6 2
Dudek 37.3 3
HDR 37.1 4
GHD 36.3 5
IDS Group 36.2 6
CDM Smith 35.8 7
Woodard & Curran 35.6 8
Michael Baker International 34.5 9
LEE & RO 33.6 10
Atkins North America 30.2 11
Tetra Tech 30.2 12
SPEC Services 29.8 13
Lockwood, Andrews, & Newman 29.7 14
Gekko Engineering 28.0 15
R.G. Vanderweil Engineers 21.0 16
RMS Engineering & Design 20.5 17
Based on the score of each firm, the Selection Committee recommended that the top six
firms should be qualified for the Process project type.
Page 5 of 6
The following table summarizes the eight firms qualified for the three project types.
Qualified for Project Type
Building &
Firm Safety Linear Process
AECOM X X X
Black &Veatch X
Dudek X X
GHD X X X
HDR X X X
IDS Group X X
Infrastructure Engineering Corporation X
Michael Baker International X
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. Budget for these task orders is included in the Small Construction Projects
Program (Project No. M-FE) Fiscal Years 2018-19 and 2019-2020 Budget. (Line item:
FY 2017-18 Update, Appendix, Page A-7 and A-9 respectively).
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwmocsd.coml with the
complete agenda package:
• DRAFT Professional Design Services Agreements
JM:dm:gc
Page 6 of 6
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 15' day of July, 2018, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "SANITATION DISTRICT"
AND
hereinafter referred to as "CONSULTANT"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ") the Board of
Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-47, by action
on approved the award of a Professional Design Services Agreement ("Agreement")
for CONTRACT NO. FE18-00-XX, to CONSULTANT to provide services for selected projects on
a Task Order basis, from July 1, 2018 to June 30, 2019 ; and
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary professional engineering and
related services; and,
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which CONSULTANT is given a Task Order
by the SANITATION DISTRICT.
NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually
agree as follows:
SECTION 1. SCOPE OF AGREEMENT
The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of
this Agreement, Issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed
Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a
Task Order Proposal ("TOP") from the CONSULTANT, may issue a directive Task Order to
proceed with the work. The Underlying RFTOP, which includes the CONSULTANT's TOP,
and the Task Order shall upon execution by the SANITATION DISTRICT, be attached hereto
and become an operative part of this Agreement. Should any conflict or inconsistency exist in
the contract documents identified in this section, the conflict or inconsistency shall be
resolved by applying the provisions in the highest priority document, which shall be
determined in the following order of priority:
(1st) the terms of this Agreement and any amendments thereto;
(2nd) the provisions of the Task Order;
(3rd) the provisions of the RFTOP.
REQUEST FOR QUALIFICATIONS CONTRACT NO. FE18-00
ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS
Page 1 of 17
SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT
The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by
reference to the RFTOP and corresponding TOP, set forth the specific detailed terms of this
Agreement that are to apply to the specific project for which the services will be rendered.
Those terms, shall include, but not be limited to, scope of work, time for performance, and
compensation.
SECTION 3. TERM
This Agreement shall commence on the effective date of this Agreement, and terminate on
June 30, 2019 unless further extended by written agreement by the SANITATION DISTRICT
and CONSULTANT. Any work that is required by a Task Order and is not finished by the date
of termination shall be continued and completed by the CONSULTANT, and the terms and
conditions of this Agreement shall continue in effect for that time. The SANITATION
DISTRICT has the option to renew this Agreement twice, each with a one (1)year term, for a
maximim contract duration of three (3) years total.
SECTION 4. COMPENSATION
The total compensation, payable to the CONSULTANT pursuant to this Agreement, shall not
exceed Four Hundred Thousand Dollars ($400,000) per year in accordance with the terms
described in Section 3 -TERM. The compensation includes, but is not limited to, fees for
professional engineering services (based on individual burdened labor rates and
Subconsultant/Subcontractor fees), overhead, and profit. The specific amount of
compensation payable to the CONSULTANT for services rendered on an individual project,
pursuant to a directive Task Order, shall be established for each Task Order and shall not
exceed Two Hundred Thousand Dollars ($200,000) per individual Task Order unless
authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and
acknowledges that the execution of this Agreement does not in any way guarantee that a
Task Order will be issued to CONSULTANT. Moreover, execution of this Agreement shall not
entitle CONSULTANT to any form of payment or compensation from the SANITATION
DISTRICT without the SANITATION DISTRICT first having issued a written Task Order.
A. Total Compensation
Total compensation for any Task Order shall be not exceed the amount indicated in the
approved or amended Task Order.
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 the
project and paid to the personnel of CONSULTANT. The cost of benefits for
CONSULTANT and its Subconsultants/Subcontractors shall be based on the Fringe
Rates identified in Attachment "E"— Fee Proposal. Upon request of the SANITATION
DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified
payroll records of all employees' work that is charged to the project.
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C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, the SANITATION
DISTRICT shall compensate CONSULTANT and its Subconsultants/Subcontractors for
overhead at the rates equal to the percentage of burdened labor as specified in
Attachment"E"— Fee Proposal.
D. Profit
Profit for CONSULTANT and its Subconsultants/Subcontractors shall be a percentage of
the burdened salary rate and overhead rate. The profit shall be ten percent (10%) of the
burdened salary rate and overhead rate. Profit shall remain fixed through the term of this
Agreement, inclusive of any renewals identified in Section 3—TERM.
As a portion of the total compensation to be paid to CONSULTANT and its
Subconsultants/Subcontractors, the SANITATION DISTRICT shall pay profit for all
services rendered by CONSULTANT and Subconsultants/Subcontractors for the project
according to Attachment"E" — Fee Proposal.
E. Direct Costs
The SANITATION DISTRICT shall reimburse CONSULTANT and its
Subconsultants/Subcontractors the actual costs of permits and associated fees, travel,
licenses, and other services for an amount not to exceed the sums set forth in each
approved Task Order, The SANITATION DISTRICT shall also pay to CONSULTANT
actual costs for equipment rentals, leases or purchases with prior written 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, refer to Attachment"D"—
Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 4—COMPENSATION above.
F. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its
Subconsultants/Subcontractors due to modifications in the scope of work resulting
from field investigations and field work required by Task Order. 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.
G. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and
business expenses as described in this section and further described in Attachment 0"—
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
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rates utilized by the SANITATION DISTRICT can be found on the U.S. General Services
Administration website at F4tp r wv, goads portal ra gory `G471111.
The CONSULTANT shall be responsible for the most economical and practical means of
management of reimbursable costs inclusive but not limit to travel, lodging and meals
arrangements. The SANITATION DISTRICT shall apply the most economic and practical
method of reimbursement which may include reimbursements based upon receipts and/or
"per diem" as deemed the most practical.
CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any
excess reimbursements after the reimbursement has been paid by the SANITATION
DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple
day attendance must be approved by the SANITATION DISTRICT in advance.
Local travel is considered travel by the CONSULTANT within the SANITATION DISTRICT
general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino,
Riverside, San Diego, Imperial, and Kern Counties. Automobile mileage is reimbursable if
CONSULTANT is required to utilize a personal vehicle for local travel.
Lodging —Overnight stays will not be approved by the SANITATION DISTRICT for local
travel. However, under certain circumstances overnight stay may be allowed at the
discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules
and the amount of time required for travel by the CONSULTANT. Such determination will
be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT.
Travel Meals— Per diem rates as approved by IRS shall be utilized for travel meals
reimbursements. Per diem rates shall be applied to meals that are appropriate for travel
times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are provided in
Attachment"D"—Allowable Direct Costs of this Agreement.
H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services described in
CONSULTANT's TOP will exceed seventy-five percent (75%) of the not to exceed
amount of the Task Order, including any 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 of a Task Order is a
material breach of this Agreement.
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I. Extra Work:
For extra work not a part of a Task Order, written authorization from the SANITATION
DISTRICT is required prior to the CONSULTANT undertaking any extra work.
J. Method of Payment:
The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly
invoices based on the total services which have been satisfactorily completed and
specifying a percentage of completion. The CONSULTANT's billings shall be certified for
payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has
determined that the CONSULTANT has completed each applicable project task.
CONSULTANT shall submit separate invoices for each Task Order on a monthly basis.
CONSULTANT understands that submitted costs are subject to Section 11 - AUDIT
PROVISIONS.
K. Task Order Completion
Upon satisfactory completion of the work performed under each Task Order, and prior to
final payment under each Task Order 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.
L. False Claims
Pursuant to the California False Claims Act (Government Code Sections 12650-12655),
any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT
for compensation under the terms of this Agreement may be held liable for treble
damages and up to a Ten Thousand Dollars ($10,000) civil penalty for each false claim
submitted. This section shall also be binding on all Subconsultants7Subcontractors.
A CONSULTANT or Subconsultant/Subcontractor shall be deemed to have submitted a
false claim when the CONSULTANT or Subconsultant/Subcontractor: (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.
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M. California Department of Industrial Relations (DIR) Registration and Record of Wages:
To the extent the CONSULTANT's employees and/or Subconsultants/Subcontractors 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/Subcontractors 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.
The CONSULTANT and Subconsultants/Subcontractors 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 Section1776 may be
deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the CONSULTANT and
Subconsultants/Subcontractors 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 Standards Enforcement of the DIR.
The CONSULTANT and Subconsultants/Subcontractors shall comply with the job site
notices posting requirements established by the Labor Commissioner per Title 8, California
Code of Regulations Section 16461(e).
N. Record of Expenses:
The CONSULTANT shall keep complete and accurate records of all costs and expenses
incidental to services covered by this Agreement. These records will be made available to
the SANITATION DISTRICT upon request.
O. 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 payable under
the Task Order, provided that the total compensation for the Task Order is not increased.
SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT
The CONSULTANT shall not contract with any other person or entity to perform the services
required without the written approval of the SANITATION DISTRICT. This Agreement may not
be assigned voluntarily, or by operation of law, without the prior written approval of the
SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this
Agreement by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the
SANITATION DISTRICT for the acts and omissions of its Subconsultant/Subcontractor, as it is
for persons directly employed. Nothing contained in this Agreement shall create any
contractual relationship between any Subconsultant/Subcontractor and the SANITATION
DISTRICT. All persons engaged in the work will be considered employees of the
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CONSULTANT. The SANITATION DISTRICT will deal directly with and will make all
payments to the CONSULTANT.
SECTION 6. CHANGES TO SCOPE OF WORK
In the event of a change in the scope of work as requested by the SANITATION DISTRICT,
the parties hereto shall execute an amendment to the Task Order, setting forth with
particularity, all new terms of the Task Order, including but not limited to, any additional
compensation.
SECTIONT. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. 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 , 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 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 section 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 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.
C. Copies of Work Product
Upon completion of the work required for each Task Order, the CONSULTANT shall
deliver to the SANITATION DISTRICT the number of copies specified in the specific Task
Order scope of work of the final report containing the CONSULTANT's findings,
conclusions, recommendations, and all supporting documentation and/or final design
drawings and specifications. Each Task Order will define the requirements for the
deliverables.
SECTION 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 VI11, or better, in accordance with the most current A.M. Best's Guide
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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 Dollars ($2,000,000)aggregate. Said insurance shall include
coverage for the following hazards: Premises-Operations, blanket contractual liability (for
this Agreement), products liability/completed operations (including any product
manufactured or assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile equipment, owners
and contractors protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU
coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be
included in the General Liability policy and coverage must be reflected on the submitted
Certificate of Insurance.
C. Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance required, as set
forth herein, shall be provided for through either a single policy of primary insurance or a
combination of policies of primary and umbrella excess 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.
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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 Dollars ($1,000,000) per
occurrence. Such Workers 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 Two Million Dollars ($2,000,000) 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.
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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 accepted 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 acceptance 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
(Auto Liability) the SANITATION DISTRICT acceptance.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2570 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 the SANITATION DISTRICT's Risk
Management Division, and shall be received by the SANITATION DISTRICT not less than
thirty (30) days prior to the effective date of the change(s) if the change would reduce
coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope
of insurance coverage provided to the SANITATION DISTRICT.
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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 acceptance 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.
N. 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.
O. Subconsultants/Subcontractors:
The CONSULTANT shall be responsible to establish insurance requirements for any
Subconsultant/Subcontractor 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/Subcontractor's operations and work.
P. Limits Are Minimums:
If the CONSULTANT maintains higher limits than any minimums shown above, then
SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
SECTION 9. PROJECT TEAM AND SUBCONSULTANTS
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CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of a Task Order,
the names and full descriptions of all Subconsultants/Subcontractors and CONSULTANT's
project team members anticipated to be used in performing work under a Task Order.
CONSULTANT shall include a description of the work and services to be done by each
Subconsultant/Subcontractor and each of CONSULTANT's project team members in its TOP.
CONSULTANT shall include the respective compensation amounts for CONSULTANT and
each SubconsultanUSubcontractor, broken down as indicated in Section 4 -
COMPENSATION.
There shall be no substitution of the listed Subconsultants/Subcontractors and
CONSULTANT's project team members without prior written approval by the SANITATION
DISTRICT.
SECTION 10. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants/Subcontractors 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 who are
registered in the State of California.
SECTION 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/Subcontractors.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records,
documents and any other evidence of procedures and practices that the SANITATION
DISTRICT determines are necessary to discover and verify all direct and indirect costs, of
whatever nature, which are claimed to have been incurred, or anticipated to be incurred
or to ensure CONSULTANT's compliance with all requirements under this Agreement
during the term of this Agreement and for a period of three (3) years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION DISTRICT's policy.
The CONSULTANT shall make available to the SANITATION DISTRICT for review and
audit, all project related accounting records and documents, and any other financial data
within fifteen (15) days after receipt of notice from the SANITATION DISTRICT. Upon
SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of
originals of all requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be
available to assist SANITATION DISTRICT's auditor in obtaining all project related
accounting records and documents, and any other financial data.
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SECTION 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 transform CONSULTANT, its staff, independent
contractors, or Subconsultants/Subcontractors, agents or employees of the SANITATION
DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION
DISTRICT's employees. 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 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 insurance and similar matters.
SECTION 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.
Notice shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708
Attention: Larry Roberson, Senior Contracts Administrator
Copy: Jeffrey Mohr, Engineering Manager
Notice shall be mailed to CONSULTANT at:
CONSULATANT
Street Address
City, State Zip
Attention: CONSULTANT's Representative
Copy: CONSULTANT's Representative
All communication regarding the Task Order, 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.
SECTION 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.
REQUEST FOR QUALIFICATIONS CONTRACT NO. FE18-00
ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS
Page 13 of 17
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 13 - NOTICES.
SECTION 15. 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.
The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations
of Federal, State and local government in all aspects related to this Agreement and any work
completed for the SANITATION DISTRICT.
SECTION 16. 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.
SECTION 17. 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.
SECTION 18. 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 it may be entitled.
SECTION 19. 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).
REQUEST FOR QUALIFICATIONS CONTRACT NO. FE18-00
ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS
Page 14 of 17
SECTION 20. 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 the 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, attorney's
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, pertain to, or relate 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's Subconsultants,
CONSULTANT's 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's Subconsultant, CONSULTANT's 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.
SECTION 21. 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
REQUEST FOR QUALIFICATIONS CONTRACT NO. FE18-00
ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS
Page 15 of 17
CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the
event a final judgment, arbitration, award, order, settlement, or other final resolution expressly
determines that the Claim did not arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the CONSULTANT, to any extent, then the
SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such Claims.
CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for
such matter indemnified hereunder is fully and finally barred by the applicable statute of
limitations.
SECTION 22. 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, Attachment "L" as applicable, all of which
may be amended from time to time.
SECTION 23. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State of California
and the parties submit to jurisdiction in Orange County, in the event any action is brought in
connection with this Agreement or the performance thereof.
SECTION 24. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.
SECTION 25. CONFLICT OF INTEREST
The CONSULTANT covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the performance
of the services contemplated by this Agreement. No person having such interest shall be
employed by or associated with the CONSULTANT.
SECTION 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.
REQUEST FOR QUALIFICATIONS CONTRACT NO. FE18-00
ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS
Page 16 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION
DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day
and year first above written.
CONSULTANT: COMPANY NAME
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Clerk of the Board Date
By
Contracts, Purchasing and Materials Date
Management Manager
Attachments: Attachment"A" Scope of Work Template
Attachment"B" Not Used
Attachment "C" Not Attached
Attachment "D" Allowable Direct Costs
Attachment "E" Fee Proposal
Attachment "F" Not Attached
Attachment "G" Not Attached
Attachment "H" Not Used
Attachment "I" Not Used
Attachment "J" Not Attached
Attachment "K" Not Used
Attachment "L" OCSD Safety Standards
REQUEST FOR QUALIFICATIONS CONTRACT NO. FE18-00
ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS
Page 17 of 17
OPERATIONS COMMITTEE Mocarg Date To ed.of Do-.
06/06/18 06J27j18
AGENDA REPORT Item Number Item Number
ri
Orange County Sanitation District
FROM: James D Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE
REALIGNMENT PROGRAM, PROJECT NO. P1-128
GENERAL MANAGER'S RECOMMENDATION
A. Designate the currently owned property at 18475 Pacific Street and
18484 Bandilier Circle as the preferred location for the Headquarters Building, with
a pedestrian bridge to Plant No. 1; and
B. Direct staff to re-evaluate options for the rehabilitation or replacement of the
Laboratory Building.
BACKGROUND
Orange County Sanitation District (Sanitation District) staff has been pursuing a project
to address code-compliance, permitting, and condition problems with existing occupied
spaces at Plant No. 1 for a number of years. Since mid-2016, the focus has been on
minimizing the use of land within Plant No. 1 for non-process functions. Frequent trips to
and from the plant, however, dictate that the building should be close by.
The Sanitation District has been successful in acquiring a 2.14-acre property at
18475 Pacific Street and 18484 Bandilier Circle directly across Ellis Avenue from Plant
No. 1 which is called the Ellis Ave. Property, and a multi-tenant office building on
approximately 2.7 acres on Mt. Langley Street. The pursuit of additional parcels adjacent
to the Ellis Ave. Property was unsuccessful.
Preliminary conceptual layouts recently prepared by the design consultant for the
Headquarters Complex, Site and Security, and Entrance Realignment Program indicated
that the currently-owned Ellis Ave. Property is not large enough to house both the office
and laboratory functions. There is, however, enough space for the administrative
functions, with associated parking and the potential for a pedestrian bridge connecting to
the plant.
RELEVANT STANDARDS
• Meet CEQA and NEPA standards
Provide a safe and collegial workplace
Page 1 of 3
PROBLEM
The aging administrative office buildings and laboratory do not comply with building and
accessibility codes, and are in need of rehabilitation. The Sanitation District has
agreements in place with the City of Fountain Valley to bring these buildings into
compliance. More than 100 staff members are housed in aging and scattered temporary
facilities throughout Plant No. 1. These buildings and trailers occupy valuable space for
future treatment plant process and construction staging areas.
The 2.14-acre Ellis Ave. Property is only large enough for a Headquarters Building without
laboratory facilities. It may be cost effective to refurbish and upgrade the existing
Laboratory Building to meet all code and accessibility requirements. Confirming the
feasibility and cost of such a project requires a detailed investigation of questions such
as how to maintain laboratory functions and certifications during construction, which
analyses could and could not be outsourced, and what the cost and construction duration
would actually be.
Break-ins have shown that the chain link fence and low walls along Garfield Avenue and
Ward Street are vulnerable to penetrations. Stormwater runoff from process areas in the
southwest corner of Plant No. 1 is discharged off-site in violation of our stormwater
permits. The water service for the trailers in the southwest corner of Plant No. 1 is by
way of a direct connection to the city water lines in Garfield Avenue, with no air gap.
PROPOSED SOLUTION
Construct a Headquarters Building on the Ellis Ave. Property with a pedestrian bridge to
Plant No. 1.
Conduct a detailed study of the Laboratory facilities to determine the most cost-effective
way to refurbish and upgrade the existing building to meet all code and accessibility
requirements, or construct a new laboratory off-site potentially at the 2.7 acre site on
Mt. Langley Street.
Continue with the needed security and site upgrades in the southwest corner of Plant
No. 1.
TIMING CONCERNS
The CEQA certification of the project and the design of the Headquarters Building cannot
proceed until clear direction is provided for what will be constructed.
RAMIFICATIONS OF NOT TAKING ACTION
Delays completing CEQA documentation and starting the design will result in increased
construction costs due to escalation of construction costs.
Page 2&3
PRIOR COMMITTEE/BOARD ACTIONS
April 2017 - Changed the preferred alternative from the southwest corner of Plant No. 1
to the area bounded by Ellis Avenue on the south, southbound Ellis off-ramp on the east,
1-405 Freeway on the north, and Ward Street on the west for the location for the
Administration Building and Laboratory Building for CEQA evaluation.
November 2016 - Authorized the General Manager and General Counsel to approve
escrow documents for the purchase of the Bender Property at 18475 Pacific Street and
18484 Bandilier Circle.
July 2016 - Approved a Broker Representation Agreement with Cushman &Wakefield to
give exclusive authority to represent the Orange County Sanitation District, at no cost, for
the investigation and potential negotiation to acquire existing office building and/or land
for a new Administration Building in an area near Plant No. 1,
June 2016 -Approved a Professional Design Services Agreement with HDR Engineering,
Inc. to provide architectural and engineering design services for an amount not to exceed
$11,785,709, and approved a contingency of $1,178,571 (10%).
June 2016 - Approved a Professional Services Agreement with LSA Associates, Inc. to
provide environmental services for the preparation of a California Environmental Quality
Act compliant document for an amount not to exceed $420,927, and approved a
contingency of $42,093 (10%).
October 2015 - Designated the southwest corner of Plant No. 1 for the location for the
Administration Building and Laboratory Building as the preferred alternative for CEQA
evaluation.
June 2015 - Established a budget for Headquarters Complex, Site and Security, and
Entrance Realignment Program, Project No. P1-128 in the amount of $168,000,000.
CEQA
CEQA work will continue for Project No. P1-128, following designation of the preferred
alternative.
FINANCIAL CONSIDERATIONS
This complies with the authority levels in the Sanitation District's Purchasing Ordinance.
This item has been budgeted in the proposed budget for FY2018-19 and 2019-20, which
is sufficient for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website with the
complete agenda package:
N/A
Page 3 of 3
OPERATIONS COMMITTEE Meeting Date To ed.of Dn.
06/06/18 06J27j18
AGENDA REPORT Item Number Item Number
12
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1,
PROJECT NO. P1-101
GENERAL MANAGER'S RECOMMENDATION
Approve a contingency increase of $5,076,400 (4%) to the construction contract with
W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project
No. P1-101, for a total contingency of $14,594,400 (11.5%).
BACKGROUND
Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, replaces existing
solids dewatering and odor control systems, and installs sludge thickening systems at the
Orange County Sanitation District (Sanitation District) Plant No. 1. The objectives of the
project include the following:
1. Additional solids handling capacity to support expansion of the Ground Water
Replenishment System (GWRS).
2. Replacement of aging sludge dewatering facilities built in the late 1970s and early
1980s.
3. Lowering biosolids management costs by $3.6 milion per year by reducing water
content.
4. Improving sludge thickening to avoid the need to construct new digesters.
Currently, the project is physically 97% complete with a significant testing and
commissioning phase currently in process, followed by demolition of the existing facility.
This is the most complex electro-mechanical project at the Sanitation District and includes
sludge conveyance, dewatering and thickening centrifuge operation, biosolids
conveyance, chemical treatment, odor control, and truck loading systems.
The complexity of the project has resulted in more changes and testing time than originally
anticipated that has led to additional costs and delays. The delays have resulted in
significant delay-related overhead costs for the Contractor.
The additional contingency requested offers the Contractor and Sanitation District the
opportunity to resolve all known contractual cost and time issues to date, and provide a
clear path forward through settlement of all known schedule-related impacts and the
adoption of a revised completion schedule created by both parties in a joint effort. While
Page 1 of 4
the resolution of past issues has been challenging, both parties understand that settling
past delay claims and working together will be the most successful way to mitigate further
potential impacts and complete the project in a timely manner. Delays have been
categorized into three broad categories: Sanitation District delays, concurrent delays,
and Contractor delays. Only Sanitation District delays are recommended for payment.
RELEVANT STANDARDS
• Sound engineering and accounting practices, complying with local, state, and federal
laws
PROBLEM
Construction contract change orders and construction delays attributable to the Sanitation
District have resulted in additional cost impacts to the Contractor. The approved
construction contract contingency is not estimated to be sufficient to complete
construction.
PROPOSED SOLUTION
The Contractor and Sanitation District staff are working cooperatively to streamline the
commissioning process and to mitigate impacts as they are identified. Staff requests an
increase in the construction contract contingency of $5,076,400 (4%) from $9,518,000
(7.5%) for a total contingency of $14,594,400 (11.5%). The project budget is sufficient
for this change and no additional funding is needed.
TIMING CONCERNS
The contingency increase will allow any required changes to be addressed and potential
claims settled without causing additional project delays.
RAMIFICATIONS OF NOT TAKING ACTION
Completion of the remaining work in a timely fashion may not be possible if the
construction contract contingency is insufficient to cover the costs for potential unknown
conditions and for the extended time for commissioning. Without the additional funds,
construction and commissioning activities would be severely hampered and project
delays would be incurred.
PRIOR COMMITTEE/BOARD ACTIONS
July 2017 - Approved a contingency increase of $5,718,000 (4.5%) to the construction
contract with W.M. Lyles Company, for a total contingency amount of$9,518,000 (7.5%).
November 2012 - Awarded a construction contract to W.M. Lyles Company for a total
amount not to exceed $126,908,300, and approved a contingency of $3,800,000 (3%).
Page 2 of 4
ADDITIONAL INFORMATION
The Sanitation District and Contractor have continued to work proactively to mitigate
potential change order costs and schedule delays. One example of this is a resequencing
of the schedule to commission the dewatering system first, which will allow for the
Sanitation District use of the system prior to the end of the project. This resequencing
will save operating costs and allow demolition work of the existing dewatering systems
earlier in the project saving schedule time.
Despite these efforts, there have been significant delays to the project schedule. The
Contractor and Sanitation District staff have spent the last year reviewing past schedule
impacts, as well as reviewing future potential impacts on the path to completion. Along
with that analysis is an acknowledgment of both parties to try and settle differences to
keep the focus on completing the project. The Sanitation District and the Contractor
embarked on a dispute resolution process to identify responsibilities and associated costs
in an effort to find a mutually agreeable path forward, while preserving individual parties'
rights in an effort to globally settle potential claims for impacts, thereby avoiding
unnecessary legal and mediation costs.
Through this process, the Sanitation District and the Contractor have found a method to
settle all known issues and adopt a mutually-agreeable completion schedule. This
settlement resolves most of the risk to both the Sanitation District and the Contractor by
resolving all known issues and impacts.
CEQA
Construction of this project is within the scope of the Subsequent Environmental Impact
Report for the Secondary Treatment and Plan Improvement Project, dated March 2005.
The Subsequent Environmental Impact Report for the Secondary Treatment and Plan
Improvement Project, supplementing the Sanitation District's Strategic Plan Program
Environmental Impact Report (PEIR), was certified in October 1999. Pursuant to CEQA
Guidelines section 15168(c)(4), the Sanitation District has used a written checklist to
document its evaluation of the project and has determined that the project is still within
the scope of PEIR.
In addition, the project was determined to be eligible for a categorical exclusion under the
National Environmental Pollution Act (NEPA) in June 2006.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted in the proposed budget for FY2018-19 and
2019-20, which is sufficient for the recommended action.
Page 3&4
Date of Approval Contract Amount Contingency
11/28/2012 $126,908,300 $3,800,000 (3%)
07/26/2017 $5,713,000 (4.5%)
O6/27/2018 $5 076 400 (4%)
$14,594,400 (11.5%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD webslte (p +: ;,-„) with the
complete agenda package:
NIA
AL:dm:gc
Page 4 of 4
OPERATIONS COMMITTEE Meeting Date To ed.of Dn.
06/06/18 --
AGENDA REPORT Item Number Item Number
13
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance & Administrative Services
SUBJECT: 2018-19 & 2019-20 BUDGET UPDATE PRESENTATION
GENERAL MANAGER'S RECOMMENDATION
Information Only.
SUMMARY
Staff will provide an overview of the 2018-19 and 2019-20 Budgets, including Orange
County Sanitation District Revenues, Capital Improvement and Operating expenditures,
and long-term liabilities.
RELEVANT STANDARDS
• Produce Operations and Capital Improvement Program budgets every two years,
with annual update
PRIOR COMMITTEE/BOARD ACTIONS
The FY 2017-18 budget update was adopted on June 28, 2017.
FINANCIAL CONSIDERATIONS
The outlays for the FY 2018-19 and 2019-20 Budgets that are being proposed for
adoption on June 27, 2018 will not exceed the amounts within the included cash flow
model.
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
( r v ) with the complete agenda package:
• Budget Executive Summary (separate document)
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
AOMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River
DistrictInterceptor
ASCE American Society of Civil MOD 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 SCAR 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
California Regional Water Orange County Council of SSMP Sewer System
CRWQCB Quality Control Board OCCOG 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 Outfail 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 Consul tanUConstruction WDR Requirements
Services Agreement
gpd gallons per day PDSA Professional Design Services WEE Water Environment
Agreement Federation
GWRS Groundwater Replenishment ROTW Publicly Owned Treatment WERE 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 RSA 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 (DIT)—The dilution at which the majority of people detect the odor becomes the D(f 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 bath 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.