HomeMy WebLinkAbout06-04-2014 Operations Committee Agenda Packet Orange County Sanitation District s.wiTATIou DUNCT Wednesday, June 4, 2014
Regular Meeting of the 5:00 P.M.
Operations Committee Administration Building
Board Room
10844 Ellis Avenue
J Fountain Valley, CA 92708
(714) 593-7130
1954-2a14
AGENDA
PLEDGE OF ALLEGIANCE:
DECLARATION OF QUORUM:
PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the
Clerk of the Board. Speakers are requested to limit comments to three minutes.
REPORTS: The Committee Chair and the General Manager may present verbal reports on
miscellaneous matters of general interest to the Committee Members. These reports are for information
only and require no action by the Committee.
CONSENT CALENDAR:
1. Approve Minutes of May 7, 2014, Operations Committee meeting.
2. Recommend to the Board of Directors to:
A. Approve a Professional Consultant Services Agreement with Brown &
Caldwell to provide construction support services for Santa Ana Trunk
Sewer Rehabilitation, Project No. 1-17, for an amount not to exceed
$188,724; and
B. Approve a contingency of$18,872 (10%).
3. Recommend to the Board of Directors to:
A. Approve an Agreement with Corrpro Companies, Inc., for Corrosion
Management Staffing Support Services, Specification CS-2014-600BD, for
the period July 1, 2014 through June 30, 2015, for a total annual amount
not to exceed $541,096, with four one-year renewable options; and
06/04/14 Operations Committee Agenda Page 1 of 3
B. Approve a contingency of$54,109.60 (10%).
4. Recommend to the Board of Directors to:
A. Award a contract to the lowest responsive and responsible bidder,
Bowcon Company Inc., for Repairs of Dewatering Building at P2, Project
No. FR12-001, for a total amount not to exceed $175,280; and
B. Approve a contingency of$35,000 (20%).
5. Recommend to the Board of Directors to:
A. Approve a Professional Consultant Services Agreement with Carollo
Engineers, Inc. to provide construction support services for Plant No. 1
Primary Treatment, Contract No. P1-124 for an amount not to exceed
$451,910; and
B. Approve a contingency of$45,190 (10%).
6. Recommend to the Board of Directors to:
A. Approve a Professional Design Services Agreement with HDR to provide
engineering design services for Administrative Facilities Implementation
Planning, Project No. SP-194, for an amount not to exceed $729,597; and
B. Approve a contingency of $72,960 (10%).
7. Recommend to the Board of Directors to:
Approve out-of-country travel for two Orange County Sanitation District
employees to witness factory testing of centrifuges in connection with Sludge
Dewatering and Odor Control at Plant No. 1, Project P1-101, and all travel,
lodging, and per diem costs in accordance with the Sanitation District's travel
policy.
INFORMATION ITEMS:
8. Collections System
9. Pretreatment Program and Industrial Permitting
06/04/14 Operations Committee Agenda Page 2 of 3
10. Review proposed Budgets for FY 2014-15 and 2015-16
DEPARTMENT HEAD REPORTS:
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
ADJOURNMENT:
The next Operations Committee meeting is scheduled for Wednesday, July 2, 2014, 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 once at
(714)593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability
and the type of accommodation requested.
Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda
has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis
Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public
records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting
to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board.
NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the
Clerk of the Board 14 days before the meeting.
Mafia E.Ayala
Clerk of the Board
(714)593-7130
mavala(d)ocsd.com
For any questions on the agenda,Committee members may contact staff at:
General Manager Jim Hemerg (714)593-7300 iherbem(Womd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli(/i),ocsd.com
Director of Engineering Rob Thompson (714)593-7310 rthomoson0ocsd.cem
Director of Facility Support Services Nick Arhontes (714)593-7210 narhontesaocsd.cem
Director of Operations&Maintenance Ed Tortes 714 593-7080 etomes ocsd.com
06/04/14 Operations Committee Agenda Page 3 of 3
ITEM NO. 1
MINUTES OF THE
OPERATIONS COMMITTEE
Engineering, Operations & Maintenance, and Facilities Support Services
Orange County Sanitation District
A regular meeting of the Operations Committee of the Orange County Sanitation District
was held on May 7, 2014, at 5:05 p.m. at the District's Administrative Office. Vice Chair
Murdock led the Flag Salute.
A quorum was declared present, as follows:
Operations Directors Present: Staff Present:
John Nielsen, Chair Jim Herberg, General Manager
Brett Murdock, Vice-Chair Bob Ghirelli, Assistant General Manager
Keith Curry Rob Thompson, Director of Engineering
Steve Jones Nick Arhontes, Director of Facilities Support
Lucille Kring Services
Michael Levitt Ed Torres, Director of Operations & Maintenance
Steve Nagel Lorenzo Tyner, Director of Finance &
Greg Sebourn Administrative Services
David Shawver Jeff Reed, Director of Human Resources
Fred Smith Kelly Lore, Secretary Pro Tern
Constance Underhill (Alternate) Jennifer Cabral
Troy Edgar, Board Chair Jim Colston
Tom Beamish, Board Vice-Chair Mark Esquer
Dean Fisher
Norbert Gala
Operations Directors Absent: At Garcia
Kathy Millea
Mike Puccio
Others Present:
Brad Hogin, General Counsel
Bob Ooten (Alternate Director)
PUBLIC COMMENTS:
No public comments.
REPORT OF COMMITTEE CHAIR:
Committee Chair, John Nielsen did not provide a report.
05/07/2014 Opeations Committee Minutes Page 1 of 7
REPORT OF GENERAL MANAGER
General Manager, Jim Herberg reminded the Committee of the State of the District
Breakfast celebrating the District's 60th anniversary being held on May 21, 2014 from
8:30 a.m. — 10:30 a.m. at Mile Square Park.
CONSENT CALENDAR:
1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of April 2, 2014,
Operations Committee meeting.
AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel,
Nielsen, Seboum, Shawver, F. Smith and Underhill
(Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: None
3. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
A. Terminate the agreement of May 1, 2007, between OCSD and SCCWRP,
which provided use of OCSD laboratory facilities; and
B. Direct the General Manager of OCSD to notify the Executive Director of
SCCWRP of the decision to terminate this agreement effective three
months from the date of the notice.
AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel,
Nielsen, Seboum, Shawver, F. Smith and Underhill
(Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: None
05i07 14 Opeations Committee Minutes Page 2 of 7
4. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
A. Approve Change Order No. 2 to Purchase Order 104627-OB to Olin Chlor
Alkali Products, for the Purchase of sodium hypochlorite, Specification No.
C-2012-536 authorizing a unit price increase of $0.05 per gallon for a new
total unit price of$0.489/gallon delivered, plus applicable sales tax, for the
period beginning September 1, 2014 through August 31, 2015, and for all
subsequent contract renewal periods; and
B. Approve a 10% annual unit price contingency.
AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel,
Nielsen, Seboum, Shawver, F. Smith and Underhill
(Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: None
5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
A. Award a Contract to Polydyne Inc. for the purchase of Cationic Polymer,
Specification No. C-2013-59113D, for a unit price of $2.425 per active
pound delivered for Solution Polymer (WE-192) plus applicable sales tax,
and $2.225 per active pound delivered for Mannich Polymer (C-331) plus
applicable sales tax, and $2.929 per active pound delivered for Emulsion
Polymer (WE-1233) plus applicable sales tax, and $2.643 per active
pound delivered for Emulsion Polymer (WE-1328) plus applicable sales
tax, for a total estimated amount of $1,650,100 for the period July 1, 2014
through June 30, 2015, with four one-year renewal options; and
B. Approve a 10% annual unit price contingency.
AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel,
Nielsen, Seboum, Shawver, F. Smith and Underhill
(Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: None
05/07/14 Operations CommRtee Minutes Page 3 of 7
6. MOVED, SECONDED, and DULY CARRIED: Approve sole sourcing with MH3
Corporation to qualify and quantify certain odorants to complete the Odor Control
Master Plan's characterization work, for a total amount not to exceed $99,500.
AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel,
Nielsen, Seboum, Shawver, F. Smith and Underhill
(Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: None
2. ITEM PULLED AND HEARD SEPARATELY
Director Shawver requested additional information regarding this item. Director of
Engineering, Rob Thompson gave a brief presentation and answered questions
from the Committee regarding the benefits of this service.
MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
Approve a three-year Memorandum of Understanding with California State
University, Fullerton Auxiliary Services Corporation for Operation of the Center
for Demographic Research, for the period July 1, 2014 through June 30, 2017,
for a total amount not to exceed $239,344.
AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel,
Nielsen, Seboum, Shawver, F. Smith and Underhill
(Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: None
05i07 14 Opeations Committee Minutes Page 4 of 7
NON-CONSENT:
Rob Thompson, Director of Engineering, gave a brief presentation of the item.
7. MOVED, SECONDED AND DULY CARRIED: Recommend to the Board of
Directors to:
A. Approve Amendment No. 6 to the Professional Design Services
Agreement with TetraTech, Inc., providing for additional engineering
services for Gisler-Redhill System Improvements, Reach B, Contract No.
7-37, for an additional amount of$416,000 increasing the total amount not
to exceed $1,475,479; and
B. Approve a contingency increase for an additional amount of$73,774 (5%).
AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel,
Nielsen, Seboum, Shawver, F. Smith and Underhill
(Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: None
INFORMATION ITEMS:
8. Warehousing of Critical Programmable Logic Controllers
Director of Operations & Maintenance, Ed Torres provided a short presentation
regarding this item. He stated that these critical devices are used throughout the
facilities to control and monitor treatment systems, pumps, valves etc. The
manufacturer announced an end of life date for the units and therefore OCSD
must purchase and warehouse 20 controllers until an alternative can be found.
9. Post March 28, 2014 Earthquake Activities:
Director of Finance and Administrative Services, Lorenzo Tyner reported on the
District's Incident Command System (ICS); the principles and goals of the
Integrated Emergency Response Plan (IERP) and earthquake response
activities, including collection and operations inspections. He further went over
the steps for inspection and stated that staff is finalizing a post-earthquake
response checklist.
05/07/14 Opeations Committee Minutes Page 5 of 7
10. Reserves, Investments and Financial Management Policies
Mr. Tyner presented an informational PowerPoint Presentation regarding: four
major categories of revenues; user fees; debt issuances; operating contingency
fees; seven major criteria for reserves and funds management. He stated that
two RFP's would soon be released to select an Investment Advisor and an
Investment Manager. Once selected, the Investment Advisor will assist the
District in the selection of the Investment Manager. He clarified that the Advisor
and the Manager could not be the same firm.
11. Quarterly Odor Complaint Report
Ed Torres gave a brief update on the odor complaints during the third quarter of
FY 2013/14, reporting that Plant No. 1 had no complaints and Plant No. 2 had
only six complaints. Mr. Torres answered questions from the Committee on the
cost of odor control. He was referred back to Item 6, to which Mr. Torres
reported that the item refers to a contract to qualify and quantify certain specific
odorants, not the cost to control the odor itself.
DEPARTMENT HEAD REPORT:
Director of Engineering, Rob Thompson reported that Dean Fisher has been transferred
laterally from the Project Management Office to Engineering Construction. He also
introduced Kathy Millea and Mike Puccio who have been promoted to Engineering
Managers.
He also reported that sewage was introduced into the SARI line; testing remains to be
completed.
He notified the Committee that an item would be presented at the next Board meeting
regarding modifications that are needed in the new Activated Sludge Facility 2 (AS2) at
Plant No. 1 as part Secondary Treatment Expansion Project at Plant No. 1, Project P1-
102.
Mr. Tyner reported on four recent violations received from OSHA in regards to two
incidents and stated that OCSD is appealing the citations.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
Chair Edgar commended Dean Fisher and congratulated and the new Engineering
Managers. Director Shawver thanked OCSD for the public outreach efforts at the City
of Stanton's recent event.
05/07/14 Operations CommRtee Minutes Page 6 of 7
ADJOURNMENT
At 5:53 p.m., Committee Chair Nielsen declared the meeting adjourned to the next
scheduled meeting of Wednesday, June 4, 2014 at 5:00 p.m.
Submitted by,
Kelly A. Lore, Secretary Pro Tem
05/07/14 Operations CommRtee Minutes Page 7 of 7
OPERATIONS COMMITTEE Meeting Dare TOBA.Of DIr.
06/04/14 O6/25/14
AGENDA REPORT Item Number Item Number
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: SANTA ANA TRUNK SEWER REHABILITATION, PROJECT NO. 1-17
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Consultant Services Agreement with Brown & Caldwell to
provide construction support services for Santa Ana Trunk Sewer Rehabilitation,
Project No. 1-17, for an amount not to exceed $188,724; and
B. Approve a contingency of$18,872 (10%).
SUMMARY
The purpose of this project is to rehabilitate the Santa Ana Truck Sewer located in the
Cities of Santa Ana and Costa Mesa.
Brown & Caldwell has satisfactorily furnished engineering services for the design of
Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, and their engineering support
services during construction will provide continuity through the completion of the project.
The proposed engineering services during construction will be provided on an as-
needed basis and will include reviewing submittals, responding to Contractor's requests
for information, reviewing and preparing design changes, preparing record drawings,
and assisting in the closeout of the project.
Staff negotiated with Brown & Caldwell for these support services in accordance with
the Orange County Sanitation District's (Sanitation District) adopted policies and
procedures. A review of the proposed price was conducted using estimated quantities
of requests for information, submittals, meetings, site visits, change order review, and
design revisions, as well as the level of effort for preparing record drawings. Based on
this review, staff determined the negotiated fee to be fair and reasonable for these
services. Staff recommends awarding a Professional Consultant Services Agreement
with Brown & Caldwell for an amount not to exceed $188,724, and approving a
contingency of$18,872 (10%).
PRIOR COMMITTEE/BOARD ACTIONS
November 2012 — Approved a Professional Design Services Agreement with Brown &
Caldwell for engineering design services for Santa Ana Trunk Sewer Rehabilitation,
Project No. 1-17, for an amount not to exceed $457,475, and approved a contingency of
$45,747 (10%).
Page 1 of 2
June 2012 - Authorized staff to enter into negotiations with Brown & Caldwell for the
Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, providing for engineering
design services.
July 2010 - Approved a Professional Design Services Agreement with Brown & Caldwell
for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, providing for engineering
design services for an amount not to exceed $801,850 and approved a contingency of
$80,185 (10%).
ADDITIONAL INFORMATION
N/A
CEQA
Santa Ana Truck Sewer Rehabilitation, Project No. 1-17, is within the scope of the
Program Environmental Impact Report (PEIR) for the Collection System Improvement
Plan, SCH# 2006101018, certified in June 2007. Pursuant to CEQA Guidelines section
15168(c)(4), the Sanitation District prepared an addendum to the PEIR to cover
sections that needed further analyzes; air quality and greenhouse gas emissions which
was not included in the original PER. After reviewing the facts and analyzing the
circumstances, staff has determined that these issue areas are of no substantial
changes since the certification of the Final PEIR for the Collection System Improvement
Plan. The Board adopted Addendum No. 2 to the Collections PEIR for project 5-60 on
March 26, 2014.
BUDGET/PURCHASING ORDINANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (FY2013-14 Update, Page A-7, Item 2) and
the budget is sufficient for the recommended action.
Date of Aooroval Contract Amount Contingency
06/25/14 $188,724 $18,782 (10%)
ATTACHMENT
The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Professional Consultant Services Agreement
RT:MD:dm:gc
Page 2 of 2
Return to Mends Report
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 25d' day of June, 2014
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and BROWN AND CALDWELL, for purposes of this Agreement
hereinafter referred to as "CONSULTANT'.
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide
Construction Support Services for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17;
and,
WHEREAS, CONSULTANT is qualified to provide the necessary services for
Construction Support Services in connection with these requirements; and,
WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with
the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 Section 4.03(B)for
the continuation of services and has proceeded in accordance with said procedures to perform
this work; and,
WHEREAS, at its regular meeting on June 25, 2014, the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this Agreement
between the SANITATION DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional and technical services to
accomplish those project elements outlined in the Scope of Work attached hereto as
"Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, completeness, and coordination of all design, drawings, specifications,
and other services furnished by the CONSULTANT under this Agreement,
including the work performed by its Subconsultants. Where approval by the
SANITATION DISTRICT is indicated, it is understood to be conceptual approval
only and does not relieve the CONSULTANT of responsibility for complying with
all laws, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall perform its work in accordance with engineering standards
in effect for clarity, uniformity, and completeness.
PCSA PROJECT NO. 1-17
Revised 04M14 SANTA ANA TRUNK SEWER REHABILITATION
Page 1 of 17
C. In the event that work is not performed to the satisfaction of the SANITATION
DISTRICT and does not conform to the requirements of this Agreement or any
applicable industry standards, the CONSULTANT shall, without additional
compensation, promptly correct or revise any errors or deficiencies in its designs,
drawings, specifications, or other services within the timeframe specified by the
Project Engineer/Project Manager. The SANITATION DISTRICT may charge to
CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. All CADD drawings, figures, and other work shall be produced by
CONSULTANTS and Subconsultants using the SANITATION DISTRICT
standard software. Conversion of CADD work from any other non-standard
CADD format to the SANITATION DISTRICT format shall not be acceptable in
lieu of this requirement.
Electronic files shall be subject to an acceptance period of 30 calendar days
during which the SANITATION DISTRICT shall perform appropriate acceptance
tests. CONSULTANT shall correct any discrepancies or errors detected and
reported within the acceptance period at no additional cost to the SANITATION
DISTRICT.
E. All professional services performed by the CONSULTANT, including but not
limited to all drafts, data, correspondence, proposals, reports, and estimates
compiled or composed by the CONSULTANT, pursuant to this Agreement, are
for the sole use of the SANITATION DISTRICT, its agents and employees.
Neither the documents nor their contents shall be released to any third parry
without the prior written consent of the SANITATION DISTRICT. This provision
does not apply to information that (a)was publicly known, or otherwise known to
the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, (b)subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for services in accordance with the
following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed One Hundred Eighty
Eight Thousand Seven Hundred Twenty Four Dollars ($188,724). Total
compensation to CONSULTANT including burdened labor(salaries plus
benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs
shall not exceed the sum set forth in Attachment'B"- Fee Proposal Form and
Labor Hour/Cost Matrix, and Attachment"C"—Subconsultant Proposal.
B. Labor
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the
PCSA PROJECT NO. 1-17
Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION
Page 2 of 17
Return b Mends Report
burdened salaries (salaries plus benefits)actually paid by CONSULTANT
charged on an hourly-rate basis to this project and paid to the personnel of
CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT
shall provide the SANITATION DISTRICT with certified payroll records of all
employees' work that is charged to this project.
C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants
for overhead at the rate equal to the percentage of burdened labor as specified in
Attachment"B"- Fee Proposal Form and Labor Hour/Cost Matrix, and
Attachment"C"—Subconsultant Proposal.
D. Profit
Profit for CONSULTANT and Subconsultants shall be a percentage of consulting
services fees (Burdened Labor and Overhead). When the consulting or
subconsulting services amount is $250,000 or less, the maximum Profit shall be
10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by
a straight declining percentage between 10% and 5%. For consulting or
subconsulting services fees with a value greater than $2,500,000, the maximum
Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this project according to
Attachment"B"- Fee Proposal Form and Labor Hour/Cost Matrix, and
Attachment"C"—Subconsultant Proposal.
E. Subconsultants
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Subconsultant total compensation on an hourly-rate
basis per the attached hourly rate Schedule and as specified in the Scope of
Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs
of Subconsultant fees and charges in an amount not to exceed the sum set forth
in Attachment"C"—Subconsultant Proposal.
F. Direct Costs
The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants
the actual costs of permits and associated fees, travel and licenses for an
amount not to exceed the sum set forth in Attachment"B" - Fee Proposal Form
and Labor Hour/Cost Matrix, and Attachment"C"—Subconsultant Proposal. The
SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION
DISTRICT receipts and other documentary records to support CONSULTANT's
PCSA PROJECT NO. 1-17
Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION
Page 3 of 17
request for reimbursement of these amounts, see Attachment"D"—Allowable
Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 2 -COMPENSATION above.
G. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed the not-to-exceed amount of
the Agreement, including approved additional compensation, CONSULTANT
shall notify the SANITATION DISTRICT immediately, and in writing. This written
notice shall indicate the additional amount necessary to complete the services.
Any cost incurred in excess of the approved not-to-exceed amount, without the
express written consent of the SANITATION DISTRICT's authorized
representative shall be at CONSULTANT's own risk. This written notice shall be
provided separately from, and in addition to any notification requirements
contained in the CONSULTANT's invoice and monthly progress report. Failure to
notify the SANITATION DISTRICT that the services cannot be completed within
the authorized not-to-exceed amount is a material breach of this Agreement.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total compensation,
provided that the total compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall allocate costs
in the same manner as it would for payment requests as described in this Section
of the Agreement. CONSULTANT shall warrant and certify the accuracy of these
costs and understand that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
B. CONSULTANT may submit monthly or periodic statements requesting payment
for those items included in Section 2- COMPENSATION hereof in the format as
required by the SANITATION DISTRICT. Such requests shall be based upon the
amount and value of the work and services performed by CONSULTANT under
this Agreement and shall be prepared by CONSULTANT and accompanied by
such supporting data, including a detailed breakdown of all costs incurred and
project element work performed during the period covered by the statement, as
may be required by the SANITATION DISTRICT.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
If the SANITATION DISTRICT determines that the work under this Agreement or
any specified project element hereunder, is incomplete and that the amount of
PCSA PROJECT NO. 1-17
Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION
Page 4 of 17
Return to Mends Report
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION DISTRICT;
or
ii. The percentage of the work accomplished for each project element.
He may, at his discretion, retain an amount equal to that which insures that the
total amount paid to that date does not exceed the percentage of the completed
work for each project element or the project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of
this Agreement for the profit as set forth in Section 2 -COMPENSATION above.
Said profit payment request shall be proportionate to the work actually
accomplished to date on a per-project-element basis. In the event the
SANITATION DISTRICT's Director of Engineering determines that no satisfactory
progress has been made since the prior payment, or in the event of a delay in the
work progress for any reason, the SANITATION DISTRICT shall have the right to
withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this Agreement, and upon acceptance of such work by the SANITATION
DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for
such work, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon
termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this Agreement other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in staled amounts
to be set forth therein.
F. Pursuant to the California False Claims Act(Government Code Sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this Agreement
may be held liable for treble damages and up to a ten thousand dollars ($10,000)
civil penalty for each false claim submitted. This Section shall also be binding on
all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or
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used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; ore) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
5. PREVAILING WAGES
To the extent CONSULTANT intends to employ employees who will perform work during
the design and preconstruction phases of a construction contract, as more specifically
defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing
wage requirements with respect to such employees.
6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND
SPECIFICATIONS
A. Ownership of Documents for the Professional Services performed.
All documents, including but not limited to, original plans, studies, sketches,
drawings, computer printouts and disk files, and specifications prepared in
connection with or related to the Scope of Work or Professional Services, shall
be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Professional Services are terminated: a) by
the completion of the Agreement, or b) in accordance with other provisions of this
Agreement. Notwithstanding any other provision of this paragraph or Agreement,
the CONSULTANT shall have the right to make copies of all such plans, studies,
sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the plans or specifications, where the subsequent changes
or uses are not authorized or approved by CONSULTANT, provided that the
service rendered by CONSULTANT was not a proximate cause of the damage.
7. INSURANCE
A. General
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept
State Compensation Insurance Fund, for the required policy of 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
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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. AutomotiveNehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of Two Million Dollars ($2,000,000) or
alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
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E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance. If an exposure to
Jones Act liability may exist, the insurance required herein shall include coverage
for Jones Act claims.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Five Million Dollars
($5,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of CONSULTANT during the course of performing services under the term of this
Agreement.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
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and endorsements are to be received and approved by the SANITATION
DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010)or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the SANITATION
DISTRICT, and the SANITATION DISTRICT
may reject alternatives that provide different or
less coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, 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.
I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
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K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies, except for Errors & Omissions/Professional Liability, shall have
a provision that defense costs for all insureds and additional insureds are paid in
addition to and do not deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT. Nothing in this section, however,
requires CONSULTANT in the absence of litigation to reveals its Errors&
Omissions/Professional Liability limits beyond that required above.
8. SCOPE CHANGES
In the event of a change in the Scope of Work, requested by SANITATION DISTRICT,
the parties hereto shall execute an amendment to this Agreement setting forth with
particularity all terms of the new Agreement, including but not limited to any additional
CONSULTANT's fees.
9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
Agreement, the names and full description of all Subconsultants and CONSULTANT's
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project team members anticipated to be used on this project by CONSULTANT.
CONSULTANT shall include a description of the scope of work to be done by each
Subconsultant and each CONSULTANT's project team member. CONSULTANT shall
include the respective compensation amounts for CONSULTANT and each
Subconsultant on a per-project-element basis, broken down as indicated in Section 2-
COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's personnel are comprised of registered engineers and a staff of
specialists and draftsmen in each department. The firm itself is not a registered
engineer but represents and agrees that wherever in the performance of this Agreement
requires the services of a registered engineer. Such services hereunder will be
performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this Agreement. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this Agreement during the term of this Agreement
and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
be available to assist SANITATION DISTRICT's auditor in obtaining all project
related accounting records and documents, and any other financial data.
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12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to make CONSULTANT an employee of the
SANITATION DISTRICT.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid.
Notices shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Sarah L. Strader, Senior Contracts Administrator
Copy: Martin A. Dix, Project Manager
Notices shall be mailed to CONSULTANT at:
Brown and Caldwell
18200 Von Karmen Avenue
Suite 400
Irvine, CA 92612
Attention: Melissa Ingalsbe, PE, PIMP
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT's staff must be approved in
writing by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this Agreement at any time, without cause,
upon giving thirty(30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT and/or
CONSULTANT in accordance with Section 13- NOTICES.
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15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, computation and study materials in its files pertaining to
the work described in this Agreement, which is requested in writing by the SANITATION
DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this Agreement that it pays employees not
less than the minimum wage as defined by law, and that it does not discriminate in its
employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each party is a person duly authorized to
execute agreements for that party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
20. PROGRESS REPORTS
Monthly progress reports shall be submitted for review by the tenth day of the following
month and must include as a minimum: 1) current activities, 2)future activities, 3)
potential items that are not included in the Scope of Work, 4) concerns and possible
delays, 5) percentage of completion, and 6) budget status.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
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services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT's sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT's fees and costs and the
SANITATION DISTRICT's general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from or are in any manner related, directly or
indirectly, to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this Agreement to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals,
officers, agents, employees, CONSULTANT's suppliers, CONSULTANT,
Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of
them, regardless of any contributing negligence or strict liability of an Indemnified Party.
Notwithstanding the foregoing, nothing herein shall be construed to require
CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this Agreement. Under no circumstances
shall the insurance requirements and limits set forth in this Agreement be construed to
limit CONSULTANT's indemnification obligation or other liability hereunder. The terms
of this Agreement are contractual and the result of negotiation between the parties
hereto. Accordingly, any rule of construction of contracts (including, without limitation,
California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
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23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT's indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
24. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the SANITATION
DISTRICT and may be considered in future CONSULTANT selection processes.
25. CLOSEOUT
When the SANITATION DISTRICT determines that all Work authorized under the
Agreement is fully complete and that the SANITATION DISTRICT requires no further
work from CONSULTANT, or the Agreement is otherwise terminated or expires in
accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the
Consultant written notice that the Agreement will be closed out. CONSULTANT shall
submit all outstanding billings, work submittals, deliverables, reports or similarly related
documents as required under the Agreement within thirty (30)days of receipt of notice of
Agreement closeout.
Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall
commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be
furnished, completed, or corrected at the CONSULTANT's cost.
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CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to
complete any portions of the work, the non-completion of which were not disclosed to
the SANITATION DISTRICT (regardless of whether such nondisclosures were
fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under
all those provisions of the Agreement which expressly or by their nature extend beyond
and survive final Agreement Acceptance.
Any failure by the SANITATION DISTRICT to reject the work or to reject the
CONSULTANT's request for final Agreement Acceptance as set forth above shall not be
deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose
nor imply acceptance of, or agreement with, the CONSULTANT's request for final
Agreement Acceptance.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION
DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year
first above written.
CONSULTANT: BROWN AND CALDWELL
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A"—Revised Scope of Work
Attachment'B"—Fee Proposal Form and Labor Hour/Cost Matrix
Attachment"C"—Subconsultant Proposal
Attachment"D"—Allowable Direct Costs
SLS:yp
EDMS:003989108
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OPERATIONS COMMITTEE Meeting pate To BA.of M.
06,09/19 O6/26/14
AGENDA REPORT Item Item Number
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: AWARD OF CORROSION MANAGEMENT STAFFING SUPPORT
SERVICES SPECIFICATION NO. CS-2014-60OBD
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Consultant Services Agreement with Corrpro
Companies, Inc. for Corrosion Management Staffing Support Services,
Specification CS-2014-60013D, for the period of July 1, 2014 through June 30,
2015, for a total annual amount not to exceed $541,096, with four one-year
renewable options; and
B. Approve a contingency of $54,110 (10%).
SUMMARY
The Orange County Sanitation District (Sanitation District) uses outside consultants to
support the Corrosion Management Program on Capital Improvement and Maintenance
projects during the planning, design, and construction of facilities both inside the plants
and in the collection system. Corrosion Management support includes identifying
corrosion risks, performing condition assessments, and preparing evaluations and
reports.
The current Professional Consultant Services Agreement expires on June 30, 2014 and
staff conducted a Request for Proposals in March 2014. The Sanitation District received
two proposals, however, one was deemed nonresponsive. Staff recommends awarding
a Professional Consultant Services Agreement to Corrpro Companies, Inc., for an
amount not to exceed $541,096, with four one-year renewable options.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The objective of Corrosion Management Program is to implement and maintain a
comprehensive program to manage corrosion of the Sanitation District's assets.
Implementing and maintaining a comprehensive Corrosion Management program
includes identifying corrosion risks, performing condition assessments, developing
alternative evaluations, and creating support documents to implement the preferred
alternative. The ultimate goal of Corrosion Management is life extension and to reduce
life-cycle costs for the Sanitation District's assets, while maintaining an acceptable level
of service.
Page 1 of 2
The Sanitation District solicited proposals for this work utilizing online bidding in April
2014. Twelve vendors were notified directly and an additional nine vendors downloaded
the bid documents from the online bidding billboard. The Sanitation District received
two proposals from Corrpro Companies, Inc., and Trident Environmental and
Engineering, Inc.
A five-member staff panel reviewed, evaluated, and ranked the proposals based upon
the following categories: qualifications of the firm, staffing and project organization, and
cost. Staff reviewed and ranked the proposals on April 30, 2014. The proposal from
Trident Environmental and Engineering, Inc. was deemed non-responsive. The proposal
from Corrpro Companies, Inc. was deemed responsive and responsible, and the cost
proposal to be fair and reasonable. Staff recommends awarding a Professional
Consultant Services Agreement to Corrpro Companies, Inc. for an amount not to
exceed $541,096, with four one-year renewable options.
CEQA
This is not a project as defined by CEQA and therefore does not require CEQA action.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted under Corrosion Management, SP-68-1.
(FY2012-13-2013-14-Line item: Section 8, Page 85). Project contingency funds will not
be used for this agreement.
Date of Approval Contract Amount Contincencv
06/25/14 $541,096 $54,110 (10%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the
complete agenda package:
Draft PCSA Agreement
DK:sa:gc
Page 2 of 2
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PROFESSIONAL CONSULTANT SERVICES AGREEMENT
Corrosion Management Staffing Support Services
Specification No. CS-2014-60OBD
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 92708-7018 (hereinafter referred to as "OCSD") and
with a principal business at
(hereinafter referred to as "CONSULTANT")collectively referred to as the"Parties".
WITNESSETH
WHEREAS, based on CONSULTANT's expertise and expe I ce, OCSD wishes to temporarily
engage CONSULTANT to provide staffing sup ort selves for 4saiis
("Services") as described in Exhibit"A"; an
14
WHEREAS, OCSD's General Manager has determ d the outsourcithe best interest of OCSD; and
WHEREAS, Service Provider 7n�d its proposal, dated ; aWHEREAS, on the Board of Directors of er,
authorized execution of this Agreement between OCSD and CONSULTANT; and
WHEREAS, OCSD has chosen CONSULTANT to conducrWices in accordance with
Ordinance No. OCSD-44; and f
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, t Paris mutually agree_as follows:
1. Introduction � WW
1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and
CONSULTANT. The Terms and Conditions herein exclusively govern the purchase of Services
as described in the Scope of Work.
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. Exhibits to this Agreement are as follows in
order of precedence:
Exhibit"A" Scope of Work
Exhibit"B"
Exhibit"C"
Exhibit"D"
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.
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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 Paragraph or provision hereof.
1.6 The term "days", when used in the Agreement, shall mean calendar days, unless
otherwise noted as workdays. Work days and hours shall be as identified in the Scope of Work,
Exhibit" 11,
1.7 CONSULTANT shall provide OCSD with all required premiums and/or overtime work at
no charge beyond the price provided [below or in Exhibit" "j.
1.8 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. 0
2. Scone of Work Subject to the terms of this Agreement, CONSULTANT shall perform
the Services identified in [Exhibit"A" and . CONSULTANT warrants that
all of its Services shall be performed in a competent, professional and satisfactory Tanner.
3. Modifications to Scone of Work �equests 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.
r
4. Compensation'Compensation to be paid D to CONSULTANT for the Services
provided under this Agreement shall be tal a t�O exceed f 1
($[ 1.00).
5. Payment and Invoicing
5.1 CONSULTANT shall be paid thl OCSD upon approval of invoices by OCSD
Project Manager, or his designee, for Services rendered as
outlined in OCSD, at its sole discretion, shall be the determining
party as to whether the Servi v een satisfactorily completed.
5.2 Invoices shall be emailed by CONSULTANT to OCSD Accounts Payable
at APStaff(a)OCSD.com and the Purchase Order number and shall be
referenced in the subject line.
6. 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.
7. Commencement and Term The Services to be provided by CONSULTANT under this
Agreement shall commence on the date of the Notice to Proceed (Effective Date), and shall
continue through
6. Renewals
8.1 OCSD may exercise the option to renew the Agreement for up to four (4) one-year
periods based upon the criteria set forth in the specifications, Exhibit "A", under the terms and
conditions contained herein. OCSD shall make no obligation to renew nor give reason K it
elects not to renew.
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8.2 Renewal may be made through the OCSD Purchase Order Process.
9. Extensions The Tenn 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, (delivered by
certified mail, return receipt requested) of intent to terminate. 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 ereunder to CONSULTANT other than for work performed
date of termination. `
11.2 OCSD reserves he rigWinate this Agreement immedidetermination hat CONSULTANmeeting specification requirements, if the level of
service is inadequate, orr another default of this Agreement.
11.3 OCSD may also immediately cancel for def It of this Agreement in whole or in part by
written notice to CONSULTANT:
• if CONSULTANT becomes ms�t or file*ition 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.
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 Service Provider 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 Service Provider's services under this Agreement, or by
its subcontractor or by anyone directly or indirectly employed by Service Provider, 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, Service
Provider 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 Service Provider'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, and/or(c) 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 Service Provider of or anyone employed by or working
under Service Provider. To the maximum extent permitted by law, Service Provider's duty to
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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. Service
Provider 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.
13. Insurance CONSULTANT and all subcontractors 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" '. 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 subcontractor to commence service pursuant to a subcontract until all insuranc
required of the subcontractor has been obtained. Failure to maintain required insurar�
coverage shall result in terminatiV 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, technoWgy, or material developed or obtained
by CONSULTANT during the term of this Agreement.
14.4 CONSULTANT agrees as follows:
• To use the Confidential4formation 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 Service Provider,
its employees, subcontractors, and agents in the performance of this Agreement shall be the
property of OCSD and shall be promptly delivered to OCSD upon request of the Project
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Manager or upon the termination of this Agreement, and Service Provider 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 Service Provider will be at OCSD's sole risk and without liability to Service
Provider. Service Provider shall ensure that all its subcontractors shall provide for assignment
to OCSD of any documents or materials prepared by them.
16. Ownership of Intellectual Property
16.1 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 sol and exclusive property.
�-
16.2 CONSULTANT agrees to promptly disclose to O SD all such New Developments.
Upon OCSD's request, CONSULTANT agrees to assist OCSD, at OCSD's expense, to obtain
patents or copyrights for such New Developments,�ncluding the disclosure of all pertinent
information and data with respect thereto, the execution of all applications, specifications,
assignments, and all other instruments and papers which OCSD shall deem necessary to apply
for and to assign or convey to OCSD, its successors and assigns, the sole and exclusive right,
title and interest in such New Developments. CONSULTANT agrees to obtain or has obtained
written assurances from its employees and contract personnel of their agreement to the terms
hereof with regard to New Developments and Confidential Information. 4
16.3 CONSULTANT warrants that CONSULTANT has good title to any New Developments,
and the right to assign New Developments to OCSD free of any proprietary rights of any other
party or any other encumbrance whatever. MW
16.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals,
photographs, videotapes, data, computer files, and other documents prepared or caused to be
prepared by CONSULTANT or its subcontractors in connection with these Services shall be
delivered to and shall become the exclusive property of OCSD. OCSD may utilize these
documents for OCSD applications on other projects or extensions of this project, at its own risk.
17. No Solicitation of Employees Or Subcontractors
17.1 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 or subcontractors about whom
CONSULTANT became aware as a result of CONSULTANT's Services to OCSD.
17.2 CONSULTANT acknowledges that OCSD's employees are critical to its business.
CONSULTANT agrees not to employ or otherwise engage OCSD's employees or
subcontractors during the term of this Agreement and for a period of one (1) year following
termination of this Agreement. Should CONSULTANT violate this provision, CONSULTANT will
pay OCSD fifty percent (50%) of the former employee's annual salary which payment is in
addition to OCSD's rights and remedies.
16. Independent Contractor Canacity
18.1 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.
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18.2 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.
18.3 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.
18.4 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. CON�TANT shall be responsible for
providing, at CONSULTANT's expense, disability, worker's pensation or other insurance
well as licenses and permits usual or necessary for conducting the Services hereunder.
18.5 CONSULTANT shall be obligated to pay any and all applicable local, state and federal
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.
18.6 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. 1�
19. Licenses. Permits CONSULTANT represents �a warrants to OCSD that it has
obtained all licenses, permits, qualification and approv of whatever nature that are legally
required to engage in this work. Any and all fees required by 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.
20. 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.
21. 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.
22. Nonexclusive Agreement This Agreement is not exclusive to CONSULTANT. OCSD
reserves the right to enter into similar or like agreements with other companies.
23. Right to Review Services. Facilities. and Records
23.1 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.
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23.2 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.
23.3 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.
24. 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 Forc
Majeure condition may be rescheduled by mutual consent or may be eliminated fro
Agreement.
J
25. 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, subs4tion or provision to persons or circumstances o4&than those to which it is held
invalid, shall not beaffected thereby, unless the effect idit s e t�substantially
frustrate the expectations
ations of the Parties.
26. 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.
27. 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) cancel the Agreement; (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 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 contract price, together
with any incidental or consequential damages.
26. 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.
29. Attornev's 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 he may be entitled.
30. Dispute Resolution
30.1 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
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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 at 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 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
arbitrators acting as a board, shall take such evidence and Mks such investigation as deemed
appropriate and shall render a written decision on the matWn 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.
31. Damage to OCSD's Property Any OCSD property damaged by CONSULTANT will be
subject to reps or replacement by CONSULTANT at no cost to OCSD. $-
32. OCSD Safety and Human Resources Policies OCSD requires all contraictors and
consultants to follow and ensure their employees and all subcontractors follow all State and
Federal regulations as well as OCSD requirements while working at OCSD locations. If during
the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not
comply with State or Federal regulations then the CONSULTANT is required to follow the most
stringent regulatory requirement at no cost to OCSD. CONSULTANT and all their employees
and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Doc Central"
ntral" (bottom of page), under"Safety'.
33. 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.
34. 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.
35. Conflict of Interest and Reporting
35.1 CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of
interest in performance of this Agreement.
35.2 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.
36. Third Party Rights Nothing in this Agreement shall be construed to give any rights or
benefits to anyone other than OCSD and CONSULTANT.
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37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD
shall be personally liable to Service Provider, or any successor-in-interest, in the event of any
default or breach by OCSD or for any amount which may become due to Service Provider or to
its successor, or for breach of any obligation fo the terms of this Agreement.
X 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.
39. Read and Understood By signing this Agreement, CONSULTANT represents that he
has read and understood the terms and conditions of the Agreement.
40. Entire Agreement This Agreement constitutes the entire agreement of the Parties and
supersedes all prior written or oral and a!l!lpontemporaneous oral agreements, understanding
and negotiations between the Parties v4ilrlasipect to the subject matter hereof.
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41. 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 or which no notice was given as provided hereunder shall
be deemed to be receipt of thenotice, demand or request sent. All notices shall be effective
when first received at the following addresses:
OCSD: Clarice M. Marcin
Senior Contracts Administrator
Orange Coun Sanitation District
10844 Elli ue
Foun CA 92708-7018
CONSULTANT: 0
1
Each party shall provide the other party written notice of any change in addre s as soon as
practicable. ,
IN WITNESS WHEREOF, the Parties hereto have hereunto stir hands the day and year
indicated below.
ORANGE COUNTY SANITATION DISTRICT
Dated:
Chair Board of Directors
Dta: By:
Clerk of the Board
Dated By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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OPERATIONS COMMITTEE Meeting Date TOBd.of Dll.
06/04/14 O6/25/14
AGENDA REPORT Item Number Item Number
4
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Nick Arhontes, P.E., Director of Facilities Support Services
SUBJECT: REPAIRS OF DEWATERING BUILDING AT P2, PROJECT NO. FR12-001
GENERAL MANAGER'S RECOMMENDATION
A. Award a contract to the lowest responsive and responsible bidder, Bowcon
Company Inc., for Repairs of Dewatering Building at P2, Project No. FR12-001,
for a total amount not to exceed $175,280; and
B. Approve a contingency of$35,000 (20%).
SUMMARY
This project performs several structural repairs to extend the life of the 33 year old
Dewatering Building at P2 until the facility can be replaced. The work also includes
replacement of biosolids belt filter press platform base plates and anchor bolts. It also
replaces and/or repairs other corroded steel elements.
We advertised for bids on March 6, 2014. Seven sealed bids were received on April 21,
2014. The bids were evaluated in accordance with our policies and procedures.
Bowcon Company Inc. was deemed the lowest responsive, responsible bidder.
The estimated duration of this project is 150 calendar days. A 20% contingency is
being proposed due to unforeseen conditions such as additional deteriorated concrete
and steel that may be discovered during demolition.
Summary information on the bid opening for Repairs of Dewatering Building at P2,
Project No. FR12-001 is as follows:
Engineer's Estimate $370,000.00
Bidder Amount of Bid
Bowcon Company Inc. $175,280.00
ODC Engineering and Technology $182,700.00
O'Connell Engineering and Construction Inc. $220,000.00
Kaveh Engineering and Construction Inc. $274,870.00
Tharsos Inc. $279,403.00
Mode Engineering $395,000.00
Green Building Corporation $398,000.00
Page 1 of 2
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
A report prepared by maintenance staff from the O&M Department on February 6, 2012
provided a detailed assessment of the condition of existing deteriorated concrete,
corroded steel, and aluminum structural members at the facility. After added detailed
inspection, deteriorated concrete was found in numerous additional locations. In some
areas the concrete is failed and pieces have fallen off, exposing steel reinforcing bars to
corrosion. If allowed to continue, this could result in structural weakening of the
building. In other locations, the aluminum catwalk supports along the north interior side
of the building are severely corroded which could affect use of the catwalks for required
maintenance of the equipment.
CEQA
A Notice of Exemption has been filed for this work on March 14, 2014. This project is
categorically exempt from CEQA under section 15302 (c) — replacement or
reconstruction of existing utility systems and/or facilities involving negligible or no
expansion of capacity.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the OCSD's Purchasing Ordinance
(Ordinance Article 7, Section 7.01B). This repair will be funded through the Small
Capital Replacement /Rehabilitation Project SP-34 (Budget Update Fiscal Year 2012-
2013 and 2013-2014 Misc. & Support Projects; Section 8 — Page 111). This Small
Capital fund is used to pay for capital repairs and/or direct replacements. The SP-34
budget is adequate to cover this project.
Date of Approval Contract Amount Contingency
06/25/14 $175,280 $35,000
ATTACHMENT
The following attachment(s)may be viewed on-line at the OCSD website (www.ocsd.corn with the
complete agenda package and attachments:
Draft Service Agreement (7 pages)
ME:JF:eh
Page 2 or 2
Return to Mende Report
SERVICE CONTRACT
Repairs of Dewatering Building at P2
Project No. FR12-001
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 92708-7018 (hereinafter referred to as "OCSD") and Comoanv
Name with a Principal business at address _ (hereinafter
referred to as "Contractor")collectively referred to as the"Parties".
WITNESSETH
WHEREAS, OCSD desires to retain the services of tractor to make *minutr,
Dewatering building at OCSD Plant Number 2 "Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance
No. OCSD-44; and
WHEREAS, on , the Board of Directors of OCSD, by �
authorized execution of this Agreement between OCSD and Consultant; and
WHEREAS, Contractor is qualified by virtue ofiAxperience, trainincAd education and
expertise to accomplish such Services,
NOW THEREFORE, in consideration of the promises and ritual benefits exchanged between
the Parties, it is mutually agreed as follows: `
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and
Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as
described in the Scope of Work, attached hereto and incorporated herein by reference as
EA".
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
Exhibit"B"
Exhibit"C"
Exhibit"D"
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.
1.4 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
Orange County Sanitation District 1 of 9 Project No. FR12-001
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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 The term "hours", when used in this Contract, shall be as defined in Exhibit"
1.8 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge hevond the price provided under"Compensation" below.
1.9 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 for this project shall not exceed the total amount
and 00/00 Dollars ($ ).
3. Payments Payments shall be made upon approval by OCSD Project Manager, John
Falkenstein or his designee, of invoices submitted monthly for Services completed as described
in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the
Services have been satisfactorily completed. -��
4. Invoices `,
4.1 OCSD shall pay witf>'30 days of completion and receipt and approval by OCSD Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable
at APStaff(@OCSD.com and reference the following in the subject line: "INVOICE", the
Purchase Order number, the Project Manager, !Phn Falkenstein and FR10-018.
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" and ( ). 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 150 days from the date of notice to proceed.
9. Termination
9.1 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
Orange County Sanitation District 2 of 9 Project No. FR12-001
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Return to Mende Report
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.
9.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's
determination that Contractor is not meeting specification requirements, if the level of service is
inadequate, or any other default of this Contract.
9.3 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 Controor
• if total amount of compensation exceeds the amount authorized under this Contract.
9.4 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.
10. 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 " "). 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 coveliage shall result in termination of this Contract.
11. Bonds a
11.1 Contractor shall, before entering upon the performance of this Contract, furnish bonds
(attached hereto in Exhibit ) approved by OCSD's General Counsel - one in the
amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful
performance of the work, and the other in the amount of one hundred percent (100%) of the
Contract price bid, to guarantee payment of all claims for labor and materials furnished. 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 and must be maintained throughout the life of the project and during the
warranty period.
Contractor is hereby notified that it is required that the person executing the Bonds must have
on file with the County Clerk, County of Orange, a Power of Attorney and authorization to
execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement
is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such
authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its
officers to approve the bond.
12. 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 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
Orange County Sanitation District 3 of 9 Project No. FR12-001
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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 bed ded are responsible, in whole or
in part, for any loss, damage, or injury. Contractor agrees wprovide this defense immediately,
upon written notice from OCSD, and th well qualified, adequately insured, and experienced
legal r_.rnmsal gr_.rv.mnhle to Or-CML
13. Safety Standards and Human Resources (HR) Policies OCSD requires all
contractors and service providers to follow and ensure their employees and all subcontractors
follow all State and Federal regulations as well as OCSD requirements while working at OCSD
locations. If during the course of a contract it is discovered that OCSD policies, safety manuals,
or contracts do not comply with State or Federal regulations then the Contractor is required to
follow the most stringent regulatory requirement at no cost to OCSD. Contractor and all their
employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and
Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under
"Safety'.
14. Warranties
14.1 In addition to the Warranties stated in Exhibit , the following shall apply:
14.1.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at
date of completion of this Contract.
14.1.2 Contractor's warranty: If, within the 12-month period following completion of its Services,
OCSD informs Contractor that any part of the Services 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.
15. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
16. 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
Contract.
17. Frefoht(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.
Orange County Sanitation District 4 of 9 Project No. FR12-001
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Return to Aaenda Report
18. 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.
19. Reoulatory Requirements Contractor shall nerform 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.
20. Licenses, Permits. Ordinances and Regulations Contractor 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 State,
County, Citv and/or rm mlrinnl law., rndem nndinr tariffs that nertain In wnrk nerfnrrned under the
terms of this Contract will be paid by Contractor. V
21. 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 herein
shall be deemed included as a part of this Contract whether or not specifically referenced.
22. Public Contracts Law Contractor's Employees Compensation
22.1 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 La 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.
22.2 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 the
same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than
said prevailing rates shall be paid to workers employed on this public works 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.
22.3 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.
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22.4 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.
22.5 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 him hereunder except as provided in paragraph 19.2
above. 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 anyy��orker is required or permitted to
labor more than eight (8) hours in any one calendar day an*y(40) hours in any one week in
violation of said Article. Contractor shall keep an accurate record showing the name and actual
hours worked ear_.h ralendar day and earh r_.alendar weak by earh wnrkar employed by
Contractor in connection with the project. '
22.6 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
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 ApprWticeship Standards and shall comply
with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance
with the requirements of Sect' 17 may be deducted from project payments per the
requirements of Section 1776�
23. 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
I+st rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
cdhtract 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.
24. 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 Orange County, in the event any
action is brought in connection with this Contract or the performance thereof.
25. 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.
26. 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
Orange County Sanitation District 6 of 9 Project No. FR12-001
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Return to Mends Report
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.
27. Dispute Resolution
27.1 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,
thrcugh the alternate dispute resolution procedur s of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or ilar orization or entity conducting an
alternate dispute resolution process. -
272 In the event the Parties are una:! to tlmel .Snlvp. the disnnte thMLinh mediation, the
issues in dispute shall be submitted to arbitration puwnt 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 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
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.
28. Attornev's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is neceyary 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.
29. urvival The provisilipn7of this Contract dealing with Payment, Warranty, Indemnity,
and Forum for Enforcement, shall survive termination or expiration of this Contract.
30. 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.
31. Damage to OCSD's Properfv 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.
32. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
33. 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 Agreement, Contractor and its officers, employees,
Orange County Sanitation District 7 of 9 Project No. FR12-001
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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.
34. 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.
35. Third Partv Rights Nothing in this Contract shall be rgnstrued to give any rights or
benefits to anyone other than OCSD and Contractor.
36. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD
shall be personally liable to Contractor, or any su�e ssor-in-interest, in the event of any default
or breach by OCSD or for any amount which may1wometo Contractor or to its successor,
or for breach of any obligation for the terms of this greeme
37. Rwad and Undwretnnd Rv Rinninn this (.nntrgr_.t, rnntrnr.tnr rAnrASentc that he has read
and understood the terms and conditions of the Contract.
36. 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.
39. 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.
Orange County Sanitation District 8 of 9 Project No. FR12-001
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Return b Mends Report
40. 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 or 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: Clarice M. Marcin
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Vall , CA 92708-7018
Contractor: Company
Each party shall rovide the other art written notice of any4chan s as
practicable.
IN WITNESS R OF, i��een ing to be legally bound,lAe aused this
Contract to be si th?duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: y:
Chair Board of Directors
Dated: rF y:
Clerk of the Board
By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 9 of 9 Project No. FR12-001
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OPERATIONS COMMITTEE Meeting Dare TOBA.Of DIr.
06/04/14 O6/25/14
AGENDA REPORT Item Number Item Number
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: PLANT NO. 1 PRIMARY TREATMENT UPGRADES, PROJECT NO.
P1-124
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Consultant Services Agreement with Carollo Engineers,
Inc. to provide construction support services for Plant No. 1 Primary Treatment,
Project No. P1-124, for an amount not to exceed $451,910; and
B. Approve a contingency of$45,190 (10%).
SUMMARY
The Plant No. 1 Primary Treatment Upgrades, Project No. P1-124, will replace the
existing primary sludge pumps at Primary Clarifiers (PC) 16-31 East, and will resolve
various operation, maintenance, corrosion, and safety issues throughout this facility.
Carollo Engineers, Inc. (Carollo) has satisfactorily provided architectural and
engineering services for this project.
Carollo's engineering support services are needed during the construction phase to
provide continuity through the completion of the project. The proposed services will be
provided on an as-needed basis and will include reviewing submittals, answering
Contractor's requests for information, reviewing design changes, assisting in
commissioning activities, providing training, preparing Operations Manual and
Procedures (OMaP), preparing record drawings, and assisting in closeout of the project.
Staff negotiated with Carollo for these support services in accordance with the Orange
County Sanitation District's (Sanitation District) adopted policies and procedures. A
review of the proposed price was conducted using estimated quantities of requests for
information, submittals, meetings, site visits, change order review, and design revisions,
as well as the level of effort to provide commissioning support, conduct training, prepare
OMaP, and prepare record drawings. Based on this review, staff determined the
negotiated fee to be fair and reasonable for these services. Staff recommends
awarding a Professional Consultant Services Agreement with Carollo for an amount not
to exceed $451,910 and approving a contingency of$45,190 (10%).
Page 1 of 2
PRIOR COMMITTEE/BOARD ACTIONS
January 2013 —Approve a Professional Design Services Agreement with Carollo
Engineers, Inc. to provide engineering design services for Plant No. 1 Primary
Treatment Upgrades, Project No. P1-124, for an amount not to exceed $676,983; and,
approve a contingency of$67,698 (10%).
ADDITIONAL INFORMATION
None.
CEQA
A Notice of Exemption was filed and recorded on August 31, 2012.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Line item: FY 2013-14 Update, Page A-9)
and the budget is sufficient for the recommended action.
Date of Aooroval contract Amount contingency
06/25/14 $451,910 $45,190 (10%)
ATTACHMENT
The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Professional Consultant Services Agreement
RT:EY:dm:gc
Page 2 of 2
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PROFESSIONAL CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 25" day of June, 2014
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and CAROLLO ENGINEERS, INC., for purposes of this Agreement
hereinafter referred to as "CONSULTANT'.
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide
Construction Support Services for Plant No. 1 Primary Treatment Upgrades, Project No. P7-124;
and,
WHEREAS, CONSULTANT is qualified to provide the necessary services for
Construction Support Services in connection with these requirements; and,
WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with
the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 Section 4.03(B)for
the continuation of services and has proceeded in accordance with said procedures to perform
this work; and,
WHEREAS, at its regular meeting on June 25, 2014 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee pursuant to SANITATION
DISTRICT Board of Directors' Ordinance No. OCSD-44 to approve this Agreement between the
SANITATION DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional and technical services to
accomplish those project elements outlined in the Scope of Work attached hereto as
"Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, completeness, and coordination of all design, drawings, specifications,
and other services furnished by the CONSULTANT under this Agreement,
including the work performed by its Subconsultants. Where approval by the
SANITATION DISTRICT is indicated, it is understood to be conceptual approval
only and does not relieve the CONSULTANT of responsibility for complying with
all laws, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the standards of best
engineering practice for clarity, uniformity, and completeness.
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C. In the event that work is not performed to the satisfaction of the SANITATION
DISTRICT and does not conform to the requirements of this Agreement or any
applicable industry standards, the CONSULTANT shall, without additional
compensation, promptly correct or revise any errors or deficiencies in its designs,
drawings, specifications, or other services within the timeframe specified by the
Project Engineer/Project Manager. The SANITATION DISTRICT may charge to
CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. The SANITATION DISTRICT shall arrange for access to and make all provisions
for CONSULTANT to enter upon public and private property as required for
CONSULTANT to perform services hereunder.
E. All CADD drawings, figures, and other work shall be produced by
CONSULTANTS and Subconsultants using the SANITATION DISTRICT
standard software. Conversion of CADD work from any other non-standard
CADD format to the SANITATION DISTRICT format shall not be acceptable in
lieu of this requirement.
Electronic files shall be subject to an acceptance period of 30 calendar days
during which the SANITATION DISTRICT shall perform appropriate acceptance
tests. CONSULTANT shall correct any discrepancies or errors detected and
reported within the acceptance period at no additional cost to the SANITATION
DISTRICT.
F. All professional services performed by the CONSULTANT, including but not
limited to all drafts, data, correspondence, proposals, reports, and estimates
compiled or composed by the CONSULTANT, pursuant to this Agreement, are
for the sole use of the SANITATION DISTRICT, its agents and employees.
Neither the documents nor their contents shall be released to any third party
without the prior written consent of the SANITATION DISTRICT. This provision
does not apply to information that (a)was publicly known, or otherwise known to
the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, (b)subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
G. The services performed by the CONSULTANT are intended solely for the benefit
of the SANITATION DISTRICT. No person or entity not a signatory to this
Agreement shall be entitled to rely on the CONSULTANT's performance of its
services hereunder and no right to assert a claim against the CONSULTANT by
assignment of indemnity rights or otherwise shall accrue to a third party as a
result of this Agreement or the performance of the CONSULTANT's services
hereunder.
H. The CONSULTANT has no control over the cost of labor, materials, equipment,
or services furnished by others, or over their methods of determining prices of
other competitive bidding or market conditions, practices or bidding strategies.
CONSULTANT shall use best engineering practices, along with CONSULTANT's
experience and judgment, utilizing current local costs of labor, materials,
equipment or services, to prepare cost estimates. CONSULTANT cannot and
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does not guarantee that proposals, bids or actual Project construction, operation
and/or lifecycle costs will not vary from cost estimates prepared by
CONSULTANT.
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for services in accordance with the
following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Four Hundred Fifty One
Thousand Nine Hundred Ten Dollars ($451,910). Total compensation to
CONSULTANT including burdened labor (salaries plus benefits), overhead,
profit, direct costs, and Subcensultanl(s)fees and costs shall not exceed the sum
set forth in Attachment"C"—Summary of Costs.
B. Labor
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the
burdened salaries (salaries plus benefits)actually paid by CONSULTANT
charged on an hourly-rate basis to this project and paid to the personnel of
CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT
shall provide the SANITATION DISTRICT with certified payroll records of all
employees' work that is charged to this project.
C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants
for overhead at the rate equal to the percentage of burdened labor as specified in
Attachment"C'—Summary of Costs.
D. Profit
Profit for CONSULTANT and Subconsultants shall be a percentage of consulting
services fees (Burdened Labor and Overhead). When the consulting or
subconsulting services amount is $250,000 or less, the maximum Profit shall be
10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by
a straight declining percentage between 10% and 5%. For consulting or
subconsulting services fees with a value greater than $2,500,000, the maximum
Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this project according to
Attachment"C'—Summary of Costs.
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E. Subconsultants
For any Subconsultant whose fees for services are greater than or equal to
$100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to
Subconsultant total compensation in accordance with the Subconsultant amount
specified in Attachment"C"—Summary of Costs.
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Subconsultant total compensation on an hourly-rate
basis per the attached hourly rate Schedule and as specified in the Scope of
Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs
of Subconsultant fees and charges in an amount not to exceed the sum set forth
in Attachment"C"—Summary of Costs.
F. Direct Costs
The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants
the actual costs of permits and associated fees, travel and licenses for an
amount not to exceed the sum set forth in Attachment"C"—Summary of Costs.
The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION
DISTRICT receipts and other documentary records to support CONSULTANT's
request for reimbursement of these amounts, see Attachment"D"—Allowable
Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 2 -COMPENSATION above.
G. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed the not-to-exceed amount of
the Agreement, including approved additional compensation, CONSULTANT
shall notify the SANITATION DISTRICT immediately, and in writing. This written
notice shall indicate the additional amount necessary to complete the services.
Any cost incurred in excess of the approved not-to-exceed amount, without the
express written consent of the SANITATION DISTRICT's authorized
representative shall be at CONSULTANT's own risk. This written notice shall be
provided separately from, and in addition to any notification requirements
contained in the CONSULTANT's invoice and monthly progress report. Failure to
notify the SANITATION DISTRICT that the services cannot be completed within
the authorized not-to-exceed amount is a material breach of this Agreement.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total compensation,
provided that the total compensation is not increased.
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4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall allocate costs
in the same manner as it would for payment requests as described in this Section
of the Agreement. CONSULTANT shall warrant and certify the accuracy of these
costs and understand that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
B. CONSULTANT may submit monthly or periodic statements requesting payment
for those items included in Section 2- COMPENSATION hereof in the format as
required by the SANITATION DISTRICT. Such requests shall be based upon the
amount and value of the work and services performed by CONSULTANT under
this Agreement and shall be prepared by CONSULTANT and accompanied by
such supporting data, including a detailed breakdown of all costs incurred and
project element work performed during the period covered by the statement, as
may be required by the SANITATION DISTRICT.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
If the SANITATION DISTRICT determines that the work under this Agreement or
any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION DISTRICT;
or
ii. The percentage of the work accomplished for each project element.
He may, at his discretion, retain an amount equal to that which insures that the
total amount paid to that date does not exceed the percentage of the completed
work for each project element or the project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of
this Agreement for the profit as set forth in Section 2 -COMPENSATION above.
Said profit payment request shall be proportionate to the work actually
accomplished to date on a per-project-element basis. In the event the
SANITATION DISTRICT's Director of Engineering determines that no satisfactory
progress has been made since the prior payment, or in the event of a delay in the
work progress for any reason, the SANITATION DISTRICT shall have the right to
withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this Agreement, and upon acceptance of such work by the SANITATION
DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for
such work, including any retained percentages relating to this portion of the work.
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E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon
termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this Agreement other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
F. Pursuant to the California False Claims Act(Government Code Sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this Agreement
may be held liable for treble damages and up to a ten thousand dollars ($10,000)
civil penalty for each false claim submitted. This Section shall also be binding on
all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
5. PREVAILING WAGES
To the extent CONSULTANT intends to employ employees who will perform work during
the design and preconstruction phases of a construction contract, as more specifically
defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing
wage requirements with respect to such employees.
6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND
SPECIFICATIONS
A. Ownership of Documents for the Professional Services performed.
All documents, including but not limited to, original plans, studies, sketches,
drawings, computer printouts and disk files, and specifications prepared in
connection with or related to the Scope of Work or Professional Services, shall
be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
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apply whether the CONSULTANT's Professional Services are terminated: a) by
the completion of the Agreement, or b) in accordance with other provisions of this
Agreement. Notwithstanding any other provision of this paragraph or Agreement,
the CONSULTANT shall have the right to make copies of all such plans, studies,
sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the plans or specifications, where the subsequent changes
or uses are not authorized or approved by CONSULTANT, provided that the
service rendered by CONSULTANT was not a proximate cause of the damage.
7. INSURANCE
A. General
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept
State Compensation Insurance Fund, for the required policy of Workers
Compensation Insurance subject to the SANITATION DISTRICT's option to
require a change in insurer in the event the State Fund financial rating is
decreased below"B". Further, the SANITATION DISTRICT will require
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.
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C. Umbrella Excess Liability
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy of
primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
D. AutomotiveNehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of Two Million Dollars ($2,000,000) or
alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance.
If an exposure to Jones Act liability may exist, the insurance required herein shall
include coverage for Jones Act claims.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Three Million Dollars
($3,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
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no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of CONSULTANT during the course of performing services under the term of this
Agreement.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25(5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the SANITATION
DISTRICT, and the SANITATION DISTRICT
may reject alternatives that provide different or
less coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
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H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25(5/2010)shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Risk Management,
Div. 260, and shall be received by the SANITATION DISTRICT not less than
thirty (30)days prior to the effective date of the change(s) if the change would
reduce coverage or increase deductibles or SIR amounts or otherwise reduce or
limit the scope of insurance coverage provided to the SANITATION DISTRICT.
I. Primary Insurance
All liability policies, except for Workers Compensation and Errors and
Omissions/Professional Liability Insurance, shall contain a Primary and Non
Contributory Clause. Any other insurance maintained by the SANITATION
DISTRICT shall be excess and not contributing with the insurance provided by
CONSULTANT.
J. Separation of Insured
All liability policies, except for Workers Compensation and Errors and
Omissions/Professional Liability Insurance, shall contain a "Separation of
Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
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M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT.
8. SCOPE CHANGES
In the event of a change in the Scope of Work, requested by SANITATION DISTRICT,
the parties hereto shall execute an amendment to this Agreement setting forth with
particularity all terms of the new Agreement, including but not limited to any additional
CONSULTANT's fees.
9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
Agreement, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this project by CONSULTANT.
CONSULTANT shall include a description of the scope of work to be done by each
Subconsultant and each CONSULTANT's project team member. CONSULTANT shall
include the respective compensation amounts for CONSULTANT and each
Subconsultant on a per-project-element basis, broken down as indicated in Section 2-
COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's personnel are comprised of registered engineers and a staff of
specialists and draftsmen in each department. The firm itself is not a registered
engineer but represents and agrees that wherever in the performance of this Agreement
requires the services of a registered engineer. Such services hereunder will be
performed under the direct supervision of registered engineers.
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11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this Agreement. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this Agreement during the term of this Agreement
and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
be available to assist SANITATION DISTRICT's auditor in obtaining all project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to make CONSULTANT an employee of the
SANITATION DISTRICT.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid.
Notices shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Sarah L. Strader, Senior Contracts Administrator
Copy: Eros Yong, Project Manager
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Notices shall be mailed to CONSULTANT at:
CAROLLO ENGINEERS, INC.
3150 Bristol Street
Suite 500
Costa Mesa, CA 92626
Attention: Douglas J. Lanning, PE, PMP
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT's staff must be approved in
writing by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this Agreement at any time, without cause,
upon giving thirty(30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT and/or
CONSULTANT in accordance with Section 13- NOTICES.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, computation and study materials in its files pertaining to
the work described in this Agreement, which is requested in writing by the SANITATION
DISTRICT.
16. ACCESS
The SANITATION DISTRICT shall arrange for access to and make all provisions for
CONSULTANT to enter upon public and private property as required for CONSULTANT
to perform services hereunder.
17. COMPLIANCE
CONSULTANT certifies by the execution of this Agreement that it pays employees not
less than the minimum wage as defined by law, and that it does not discriminate in its
employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
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18. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each party is a person duly authorized to
execute agreements for that party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
21. PROGRESS REPORTS
Monthly progress reports shall be submitted for review by the tenth day of the following
month and must include as a minimum: 1) current activities, 2)future activities, 3)
potential items that are not included in the Scope of Work, 4) concerns and possible
delays, 5) percentage of completion, and 6) budget status.
22. 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).
23. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT's sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT's fees and costs and the
SANITATION DISTRICT's general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from or are in any manner related, directly or
indirectly, to any work performed, or any operations, activities, or services provided by
PCSA PROJECT NO.P1-124
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CONSULTANT in carrying out its obligations under this Agreement to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals,
officers, agents, employees, CONSULTANT's suppliers, CONSULTANT,
Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of
them, regardless of any contributing negligence or strict liability of an Indemnified Party.
Notwithstanding the foregoing, nothing herein shall be construed to require
CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this Agreement. Under no circumstances
shall the insurance requirements and limits set forth in this Agreement be construed to
limit CONSULTANT's indemnification obligation or other liability hereunder. The terms
of this Agreement are contractual and the result of negotiation between the parties
hereto. Accordingly, any rule of construction of contracts (including, without limitation,
California Civil Code Section 1654) that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
24. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
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Page 15 of 18
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.
25. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the SANITATION
DISTRICT and may be considered in future CONSULTANT selection processes.
26. CLOSEOUT
When the SANITATION DISTRICT determines that all Work authorized under the
Agreement is fully complete and that the SANITATION DISTRICT requires no further
work from CONSULTANT, or the Agreement is otherwise terminated or expires in
accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the
Consultant written notice that the Agreement will be closed out. CONSULTANT shall
submit all outstanding billings, work submittals, deliverables, reports or similarly related
documents as required under the Agreement within thirty (30)days of receipt of notice of
Agreement closeout.
Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall
commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be
furnished, completed, or corrected at the CONSULTANT's cost.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to
complete any portions of the work, the non-completion of which were not disclosed to
the SANITATION DISTRICT (regardless of whether such nondisclosures were
fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under
all those provisions of the Agreement which expressly or by their nature extend beyond
and survive final Agreement Acceptance.
Any failure by the SANITATION DISTRICT to reject the work or to reject the
CONSULTANT's request for final Agreement Acceptance as set forth above shall not be
deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose
nor imply acceptance of, or agreement with, the Consultant's request for final Agreement
Acceptance.
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27. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
PCSA PROJECT NO.P1-124
Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES
Page 17 of 18
IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION
DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year
first above written.
CONSULTANT: CAROLLO ENGINEERS, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A'—Scope of Work
Attachment"B"—Cost Matrix
Attachment"C"—Summary of Costs
Attachment"D"—Allowable Direct Costs
Attachment"E"—Not Attached
SLS:yp
EDMS:003987847
PCSA PROJECT NO.P1-124
Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES
Page 18 of 18
OPERATIONS COMMITTEE Meeting Date Tolsd.olDir.
06/04/14 06/25/14
AGENDA REPORT Item Number Item Number
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING,
PROJECT NO. SP-194
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Design Services Agreement with HDR to provide
engineering design services for Administrative Facilities Implementation Planning,
Project No. SP-194, for an amount not to exceed $729,597; and
B. Approve a contingency of$36,480 (5%).
SUMMARY
In November 2013, the results of the Administrative Facilities Master Plan were
presented to the Board of Directors. This Administrative Facilities Master Plan
highlighted that the continued rehabilitation of the aging administrative facilities is not
the most economical long-term solution, nor does it provide an efficient grouping of
staff, many of which are spread across the treatment plant in temporary trailer offices.
Creating an effective replacement strategy appears to be the most efficient and cost-
effective, long-term strategy to manage the administrative facility assets.
The Board of Directors established a budget and authorized the General Manager to
issue a Request for Proposal and negotiate a Professional Services Agreement to
prepare an Administrative Facilities Implementation Plan which shall develop a plan to
replace the Administration Building, Human Resources Building, Laboratory, Fleet
Services, and temporary office trailers at Plant No. 1. An estimated total of
approximately 140,000 square feet of new facility construction is planned.
The Orange County Sanitation District (Sanitation District) advertised a Request for
Qualifications and short-listed four firms to receive the Request for Proposal; two
proposals were received. Based on the overall qualifications and expertise, staff
recommends awarding a Professional Services Design Agreement to HDR, Inc. for an
amount not to exceed $729,597.
Page 1 of 4
PRIOR COMMITTEE/BOARD ACTIONS
November 2013 — Established a budget in the amount of$800,000, authorized issuance
of a Request for Proposal for architectural and engineering services, and authorized
negotiation of a Professional Services Agreement for the Administrative Facilities
Implementation Plan.
ADDITIONAL INFORMATION
General
The project will develop a siting evaluation, LEED certification analysis, concept design,
phasing plan and schedule, contracting strategy recommendation, cost analysis with
cash flow, space requirements and utilization, work space configuration and size rules,
function group locations, site security and parking requirements, permit requirements,
and demolition requirements for replaced structures.
The evaluation and selection process is based on procedures pursuant to the California
Government Code requiring the Sanitation District to select "the best qualified firm" for
architectural and engineering services and to negotiate a "fair and reasonable" fee with
that firm.
This solicitation used a two-step process to select the most qualified firm; a Request for
Qualifications followed by a Request for Proposal. A two-step process was used to
determine interest and select the firms with the best qualifications and expertise to
receive the Request for Proposal.
Reauest for Qualifications
A Request for Qualifications which outlined the Consultant's Scope of Work for this
project was advertised on December 20 and December 27, 2013, in the Orange County
Register. Furthermore, an email notification was sent to all engineering Consultants
registered in the Sanitation District vendor database in the categories of Architecture
and Architecture & Engineering.
Seven Statements of Qualifications were received on February 4, 2014. A Staff
Evaluation Committee consisting of four representatives from Engineering and one
member from the Orange County Water District reviewed and scored each of the
Statements of Qualifications in accordance with the evaluation process set forth in
Sanitation District Board of Directors' Ordinance No. OCSD-44. A representative from
the Contracts Administration Division participated in the evaluation process as a non-
voting member. The Statement of Qualifications was evaluated according to the
following criteria: (1) qualifications of firm/staff; (2) expertise in the design of
laboratories; (3) expertise in the design of office buildings; and (4) expertise in services
for life-cycle cost analysis and implementation planning.
Page 2 of 4
After reviewing and scoring the seven Statements of Qualifications, the top four
Consultant firms were selected to receive the Request for Proposal. The firms
submitting a Statement of Qualifications were AECOM, The Austin Company, HDR, HH
Framer Architects, HOK, LPA, Inc., and RNL. AECOM, HDR, HOK, and LPA were
selected as the most qualified architects/engineers for this project to receive the
Request for Proposal based on their Statement of Qualifications.
Request for Proposal:
A Request for Proposal which describes the Consultant's Scope of Work required for
this project was mailed to the short-list of fines on March 21, 2014.
As a result, two proposals were received on April 17, 2014. HOK and HDR submitted
proposals. LPA, Inc. and AECOM declined our Request for Proposal. A Staff
Evaluation Committee consisting of four representatives from Engineering reviewed and
ranked each of the proposals in accordance with the evaluation process set forth in
Sanitation District Board of Directors' Ordinance No. OCSD-44. A representative from
the Contracts Administration Division participated in the evaluation process as a non-
voting member. The proposals were evaluated according to the following criteria:
(1) project understanding and approach; and (2) project team and staff qualifications.
After reviewing and scoring the proposals, the two Consultant firms were ranked
according to the score achieved. The Evaluation Committee interviewed the two
proposing firms to meet the proposed key team members and further evaluate the firms'
proposals. Pursuant to the results of the interview, the Evaluation Committee selected
HDR as the top-ranked firm as shown in Table 1.
TABLE 1
PROPOSAL EVALUATION*
Consultant HDR HOK
Evaluator
Reviewer A 1 2
Reviewer B 1 2
Reviewer C 1 2
Reviewer D 1 2
Overall Ranking 1 2
Proposal Fee $755,708 NA
Negotiated Fee $729,597 NA
Proposal
* Based on scores after interview
HDR was ranked highest by all four members of the Evaluation Committee based on
their understanding of the challenges of the project, a clear and efficient approach for
generating an Implementation Plan that addresses Sanitation District's goals, and a
streamlined and highly qualified project team.
Page 3 d 4
Both proposals were accompanied by a sealed fee proposal estimate. The fee proposal
estimate of the highest ranked firm was not opened until the proposals were evaluated
and a top-ranked firm was selected in accordance with Sanitation District Ordinance
No. OCSD44. Staff conducted negotiations with HDR to clarify the requirements of the
Scope of Work and their proposed work effort. During the negotiation meeting, the
project Scope of Work, level of effort, and assumptions were discussed and clarified as
required for the completion of the Scope of Work for the project. As a result of these
negotiations, HDR submitted a revised not-to-exceed budget of$729,597.
Based on the above, staff determined the final cost proposal to be fair and reasonable
for the Scope of Work and recommends awarding the Professional Design Services
Agreement to HDR for an amount not to exceed $729,597.
CEQA
Notice of Exemption was filed on January 15, 2014.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This complies with the authority levels in the Sanitation District's Purchasing Ordinance.
This item has been budgeted by a Board of Directors action in November 2013 and the
project budget is sufficient for the recommended action.
Date of Approval Contract Amount Contincencv
06/25/14 $729,597 $36,480 (5%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Professional Design Services Agreement
WS:dm:gc
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PROFESSIONAL DESIGN SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 25' day of June, 2014
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and HDR ARCHITECTURE, INC., for purposes of this Agreement
hereinafter referred to as "CONSULTANT".
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for
Administrative Facilities Implementation Planning, Project No. SP-194; and to provide
Design services for developing an implementation plan to determine the design criteria,
contracting method, sequencing and other planning items for the replacement of administrative
facilities at Plant No. 1 and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary professional services; and,
WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of
professional services and has proceeded in accordance with said procedures to select a
CONSULTANT to perform this work; and,
WHEREAS, at its regular meeting on June 25, 2014 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this Agreement
between the SANITATION DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional and technical services to
accomplish those project elements outlined in the Scope of Work attached hereto as
Attachment"A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, completeness, and coordination of all design, drawings, specifications,
and other services furnished by the CONSULTANT under this Agreement,
including the work performed by its Subconsultants. Where approval by the
SANITATION DISTRICT is indicated, it is understood to be conceptual approval
only and does not relieve the CONSULTANT of responsibility for complying with
all laws, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the standards of best
engineering practice for clarity, uniformity, and completeness. CONSULTANT
shall respond to all comments, suggestions, and recommendations on the
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SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All
comments shall be incorporated into the design prior to the next submittal
deadline or addressed, in writing, as to why the comment has not been
incorporated. CONSULTANT shall ensure that each submittal is 100% accurate
for the level of work submitted (i.e. correct references, terms, capitalization or
equal status, spelling, punctuation, etc.)
C. In the event that work is not performed to the satisfaction of the SANITATION
DISTRICT and does not conform to the requirements of this Agreement or any
applicable industry standards, the CONSULTANT shall, without additional
compensation, promptly correct or revise any errors or deficiencies in its designs,
drawings, specifications, or other services within the timeframe specified by the
Project Engineer/Project Manager. The SANITATION DISTRICT may charge to
CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS
and Subconsultants using the SANITATION DISTRICT CAD Manual.
Conversion of CAD work from any other non-standard CAD format to the
SANITATION DISTRICT format shall not be acceptable in lieu of this
requirement.
Electronic files shall conform to the SANITATION DISTRICT specifications. Any
changes to these specifications by the CONSULTANT are subject to review and
approval of the SANITATION DISTRICT.
Electronic files shall be subject to an acceptance period of 30 calendar days
during which the SANITATION DISTRICT shall perform appropriate reviews and
including CAD Manual compliance. CONSULTANT shall correct any
discrepancies or errors detected and reported within the acceptance period at no
additional cost to the SANITATION DISTRICT.
E. The CONSULTANT shall ensure that all plans and specifications prepared, or
recommended under this Agreement allow for competitive bidding. The
CONSULTANT shall design such plans or specifications so that procurement of
services, labor or materials are not available from only one source, and shall not
design plans and specifications around a single or specific product, piece of
major equipment or machinery, a specific patented design or a proprietary
process, unless required by principles of sound engineering practice and
supported by a written justification that has been approved in writing by the
SANITATION DISTRICT. The CONSULTANT shall submit this written
justification to the SANITATION DISTRICT prior to beginning work on such plans
and specifications. Whenever the CONSULTANT recommends a specific
product or equipment for competitive procurement, such recommendation shall
include at least two brand names of products that are capable of meeting the
functional requirements applicable to the project.
F. All professional services performed by the CONSULTANT, including but not
limited to all drafts, data, correspondence, proposals, reports, and estimates
compiled or composed by the CONSULTANT, pursuant to this Agreement, are
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for the sole use of the SANITATION DISTRICT, its agents and employees.
Neither the documents nor their contents shall be released to any third party
without the prior written consent of the SANITATION DISTRICT. This provision
does not apply to information that (a)was publicly known, or otherwise known to
the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, (b)subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for services in accordance with the
following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Seven Hundred Twenty
Nine Thousand Five Hundred Ninety Seven Dollars ($729,597). Total
compensation to CONSULTANT including burdened labor(salaries plus
benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs
shall not exceed the sum set forth in Attachment 'E"- Fee Proposal.
B. Labor
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the
burdened salaries (salaries plus benefits)actually paid by CONSULTANT
charged on an hourly-rate basis to this project and paid to the personnel of
CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT
shall provide the SANITATION DISTRICT with certified payroll records of all
employees' work that is charged to this project.
C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants
for overhead at the rate equal to the percentage of burdened labor as specified in
Attachment"E"- Fee Proposal.
D. Profit
Profit for CONSULTANT and Subconsultants shall be a percentage of consulting
services fees (Burdened Labor and Overhead). When the consulting or
subconsulting services amount is $250,000 or less, the maximum Profit shall be
10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by
a straight declining percentage between 10% and 5%. For consulting or
subconsulting services fees with a value greater than $2,500,000, the maximum
Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees.
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As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this project according to
Attachment"E"- Fee Proposal.
E. Subconsultants
For any Subconsultant whose fees for services are greater than or equal to
$100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to
Suboonsultant total compensation in accordance with the Subconsultant amount
specified in Attachment"E"- Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Subconsultant total compensation on an hourly-rate
basis per the attached hourly rate Schedule and as specified in the Scope of
Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs
of Subconsultant fees and charges in an amount not to exceed the sum set forth
in Attachment"E"- Fee Proposal.
F. Direct Costs
The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants
the actual costs of permits and associated fees, travel and licenses for an
amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The
SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION
DISTRICT receipts and other documentary records to support CONSULTANT's
request for reimbursement of these amounts, see Attachment"D"-Allowable
Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 2 -COMPENSATION above.
G. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed the not-to-exceed amount of
the Agreement, including approved additional compensation, CONSULTANT
shall notify the SANITATION DISTRICT immediately, and in writing. This written
notice shall indicate the additional amount necessary to complete the services.
Any cost incurred in excess of the approved not-to-exceed amount, without the
express written consent of the SANITATION DISTRICT's authorized
representative shall be at CONSULTANT's own risk. This written notice shall be
provided separately from, and in addition to any notification requirements
contained in the CONSULTANT's invoice and monthly progress report. Failure to
notify the SANITATION DISTRICT that the services cannot be completed within
the authorized not-to-exceed amount is a material breach of this Agreement.
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3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total compensation,
provided that the total compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall allocate costs
in the same manner as it would for payment requests as described in this Section
of the Agreement. CONSULTANT shall warrant and certify the accuracy of these
costs and understand that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
B. CONSULTANT may submit monthly or periodic statements requesting payment
for those items included in Section 2- COMPENSATION hereof in the format as
required by the SANITATION DISTRICT. Such requests shall be based upon the
amount and value of the work and services performed by CONSULTANT under
this Agreement and shall be prepared by CONSULTANT and accompanied by
such supporting data, including a detailed breakdown of all costs incurred and
project element work performed during the period covered by the statement, as
may be required by the SANITATION DISTRICT.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
If the SANITATION DISTRICT determines that the work under this Agreement or
any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION DISTRICT;
or
ii. The percentage of the work accomplished for each project element.
He may, at his discretion, retain an amount equal to that which insures that the
total amount paid to that date does not exceed the percentage of the completed
work for each project element or the project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of
this Agreement for the profit as set forth in Section 2 -COMPENSATION above.
Said profit payment request shall be proportionate to the work actually
accomplished to date on a per-project-element basis. In the event the
SANITATION DISTRICT's Director of Engineering determines that no satisfactory
progress has been made since the prior payment, or in the event of a delay in the
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work progress for any reason, the SANITATION DISTRICT shall have the right to
withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this Agreement, and upon acceptance of such work by the SANITATION
DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for
such work, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon
termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this Agreement other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
F. Pursuant to the California False Claims Act(Government Code Sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this Agreement
may be held liable for treble damages and up to a ten thousand dollars ($10,000)
civil penalty for each false claim submitted. This Section shall also be binding on
all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
5. PREVAILING WAGES
To the extent CONSULTANT intends to employ employees who will perform work during
the design and preconstruction phases of a construction contract, as more specifically
defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing
wage requirements with respect to such employees.
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6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND
SPECIFICATIONS
A. Ownership of Documents for the Professional Services performed.
All documents, including but not limited to, original plans, studies, sketches,
drawings, computer printouts and disk files, and specifications prepared in
connection with or related to the Scope of Work or Professional Services, shall
be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Professional Services are terminated: a) by
the completion of the Agreement, or b) in accordance with other provisions of this
Agreement. Notwithstanding any other provision of this paragraph or Agreement,
the CONSULTANT shall have the right to make copies of all such plans, studies,
sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the plans or specifications, where the subsequent changes
or uses are not authorized or approved by CONSULTANT, provided that the
service rendered by CONSULTANT was not a proximate cause of the damage.
7. INSURANCE
A. General
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept
State Compensation Insurance Fund, for the required policy of 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:
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One Million Dollars ($1,000,000) per occurrence with One Million Dollars
($1,000,000) 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. AutomotiveNehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance. If an exposure to
Jones Act liability may exist, the insurance required herein shall include coverage
for Jones Act claims.
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F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than 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.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010)or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
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All other Additional Insured endorsements must
be submitted for approval by the SANITATION
DISTRICT, and the SANITATION DISTRICT
may reject alternatives that provide different or
less coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty(30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Risk Management,
Div. 260, and shall be received by the SANITATION DISTRICT not less than
thirty (30)days prior to the effective date of the change(s) if the change would
reduce coverage or increase deductibles or SIR amounts or otherwise reduce or
limit the scope of insurance coverage provided to the SANITATION DISTRICT.
I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to
persons or property.
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L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Suboonsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT.
8. SCOPE CHANGES
In the event of a change in the Scope of Work, requested by SANITATION DISTRICT,
the parties hereto shall execute an amendment to this Agreement setting forth with
particularity all terms of the new Agreement, including but not limited to any additional
CONSULTANT's fees.
9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
Agreement, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this project by CONSULTANT.
CONSULTANT shall include a description of the scope of work to be done by each
Subconsultant and each CONSULTANT's project team member. CONSULTANT shall
include the respective compensation amounts for CONSULTANT and each
Suboonsultant on a per-project-element basis, broken down as indicated in Section 2-
COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
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10. ENGINEERING REGISTRATION
The CONSULTANT's personnel are comprised of registered engineers and a staff of
specialists and draftsmen in each department. The firm itself is not a registered
engineer but represents and agrees that wherever in the performance of this Agreement
requires the services of a registered engineer. Such services hereunder will be
performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this Agreement. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this Agreement during the term of this Agreement
and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
be available to assist SANITATION DISTRICT's auditor in obtaining all project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to make CONSULTANT an employee of the
SANITATION DISTRICT.
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13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid.
Notices shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Natasha Dubrovski, Principal Contracts Administrator
Copy: Wendy Sevenandt, Project Manager
Notices shall be mailed to CONSULTANT at:
HDR ARCHITECTURE, INC.
251 South Lake Avenue
Suite 1000
Pasadena, CA 91101-3020
Attention: Amy Williams, Managing Principal
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT's staff must be approved in
writing by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this Agreement at any time, without cause,
upon giving thirty(30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT and/or
CONSULTANT in accordance with Section 13- NOTICES.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, computation and study materials in its files pertaining to
the work described in this Agreement, which is requested in writing by the SANITATION
DISTRICT.
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16. COMPLIANCE
CONSULTANT certifies by the execution of this Agreement that it pays employees not
less than the minimum wage as defined by law, and that it does not discriminate in its
employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each party is a person duly authorized to
execute agreements for that party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
20. PROGRESS REPORTS
Monthly progress reports shall be submitted for review by the tenth day of the following
month and must include as a minimum: 1) current activities, 2)future activities, 3)
potential items that are not included in the Scope of Work, 4) concerns and possible
delays, 5) percentage of completion, and 6) budget status.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT's sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
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and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT's fees and costs and the
SANITATION DISTRICT's general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from or are in any manner related, directly or
indirectly, to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this Agreement to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals,
officers, agents, employees, CONSULTANT's suppliers, CONSULTANT,
Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of
them, regardless of any contributing negligence or strict liability of an Indemnified Party.
Notwithstanding the foregoing, nothing herein shall be construed to require
CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this Agreement. Under no circumstances
shall the insurance requirements and limits set forth in this Agreement be construed to
limit CONSULTANT's indemnification obligation or other liability hereunder. The terms
of this Agreement are contractual and the result of negotiation between the parties
hereto. Accordingly, any rule of construction of contracts (including, without limitation,
California Civil Code Section 1654) that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
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payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT's indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
24. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the SANITATION
DISTRICT and may be considered in future CONSULTANT selection processes.
25. CLOSEOUT
When the SANITATION DISTRICT determines that all Work authorized under the
Agreement is fully complete and that the SANITATION DISTRICT requires no further
work from CONSULTANT, or the Agreement is otherwise terminated or expires in
accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the
Consultant written notice that the Agreement will be closed out. CONSULTANT shall
submit all outstanding billings, work submittals, deliverables, reports or similarly related
documents as required under the Agreement within thirty (30)days of receipt of notice of
Agreement closeout.
Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall
commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be
furnished, completed, or corrected at the CONSULTANT's cost.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to
complete any portions of the work, the non-completion of which were not disclosed to
the SANITATION DISTRICT (regardless of whether such nondisclosures were
fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under
all those provisions of the Agreement which expressly or by their nature extend beyond
and survive final Agreement Acceptance.
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Any failure by the SANITATION DISTRICT to reject the work or to reject the
CONSULTANT'S request for final Agreement Acceptance as set forth above shall not be
deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose
nor imply acceptance of, or agreement with, the CONSULTANT'S request for final
Agreement Acceptance.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION
DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year
first above written.
CONSULTANT: HDR ARCHITECTURE, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A"—Scope of Work
Attachment"B"—Labor Hour Matrix
Attachment"C"— Not Attached
Attachment"D"—Allowable Direct Costs
Attachment"E"—Fee Proposal
Attachment"F"— Not Attached
Attachment"G"— Not Attached
Attachment"H"— Not Attached
Attachment"I"—Cost Matrix& Summary
Attachment"J"— Not Attached
Attachment"K"—Hourly Rate Schedule for Minor Subconsultant
NKD:yp
EDMS:003990439
PDSA PROJECT NO.SP-194
ReAsed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING
Page 18 of 18
BOARD OF DIRECTORS MeetMg Date TOBA.of Dir.
06/04/14 O6/25/14
AGENDA REPORTItemNumber Item Number
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1,
PROJECT NO. P1-101
GENERAL MANAGER'S RECOMMENDATION
Approve out-of-country travel for Orange County Sanitation District (Sanitation District)
employees (Construction Inspector or Engineer) to witness factory testing of centrifuges
in connection with Sludge Dewatering and Odor Control at Plant No. 1, Project P1-101,
and all travel, lodging, and per diem costs in accordance with the Sanitation District's
travel policy.
SUMMARY
Three dewatering centrifuges will be tested at the factory in Germany between August
and September, 2014, and three thickening centrifuges will be tested at the factory
between November and December, 2014. These tests are required per the P1-101
Construction Contract Documents before shipment and delivery of the centrifuges.
Staff requests approval for two trips, one employee per trip, to travel to Germany for the
purpose of witnessing Contract required centrifuges factory testing. All six centrifuges
will be tested at the factory and two separate trips are required to witness one
dewatering centrifuge and one thickening centrifuge.
The factory acceptance test consists of an operational test, material construction
certification, dye penetration test, decanter rotor balancing test, visual check of
centrifuge design, vibration and noise measurement test, and check of completeness for
shipment and delivery.
The cost for all six centrifuges including auxiliary equipment for fabrication, delivery,
installation, and commissioning is approximately $22.3M.
This item is within the project budget.
PRIOR COMMITTEE/BOARD ACTIONS
November 2012 - Awarded a construction contract to W.M. Lyles Company for Sludge
Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total amount not
to exceed $126,908,300.
Page 1 of 3
June 2012 - Approved Equipment Pre-Selection Agreement with GEA Westfalia
Separator, Inc. (Factory located in Germany), for a total amount not to exceed
$14,665,007, in a form approved by General Counsel.
July 2010 - Adopted Resolution No. OCSD 10-10. A Resolution of the Board of
Directors of the Orange County Sanitation District, making findings pursuant to Public
Contract Code Section 3400 in support of the Sole Source Specification of Thickening
and Dewatering Centrifuges.
ADDITIONAL INFORMATION
The key components of the new sludge dewatering and odor control project at Plant
No. 1 are the centrifuge systems. The individual components of the systems, as well as
the combined components together, are factory tested to ensure that the specified
performance and quality requirements have been met at the factory prior to installation
in the field. Factory test results aid in identifying potential problems prior to shipment
and delivery, and prevent delays associated with installation, startup, and
commissioning of the centrifuges.
The estimated cost of each employee for out-of-country travel is $5,000.
Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, replaces
existing solids and dewatering odor control systems and installs sludge thickening
systems at Plant No. 1.
The Sanitation District needs this project for the following reasons:
1. Additional capacity to thicken and dewater sludge due to conversion of Plant
No. 1 to full secondary treatment and increased flows to support expansion of the
Ground Water Replinishment System (GWRS).
2. Existing sludge dewatering facilities that were built in the late 1970s and early 1980S
have to be replaced because they have reached the end of their useful life.
3. The new facilities will increase biosolids cake dryness to reduce biosolids
management costs.
4. The new facilities will improve sludge thickening to optimize use of existing digesters
by increasing existing capacity and eliminate the need to construct new digesters.
5. Manage site constraints at Plant No. 1 by building compact solids treatment facilities
and facilitate future expansion.
This project will reduce operational costs by an estimated $3.62M annually and has a
lower 25-year life cycle cost compared to the Sanitation District's existing
process/technology.
Page 2 of 3
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted. (Line item: FY2013-14 Section A-9, Item 54)
and the budget is sufficient for the recommended action.
ATTACHMENT
N/A
RC:dm:gc
Page 3 of 3
OPERATIONS COMMITTEE Neebng Dare To ad.of Di,
06,04,14 --
AGENDA REPORT Item Number Item Number
e
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Nick Arhontes, Director of Facilities Support Services
SUBJECT: INFORMATIONAL PRESENTATION ON THE COLLECTION FACILITIES
GENERAL MANAGER'S RECOMMENDATION
Information Only.
SUMMARY
As part of the ongoing Board Member Orientation effort, OCSD staff will provide a
general presentation on specific topics that the Board of Directors requested via a survey
conducted in October 2013. Each month a different topic will be presented to both the
Operations Committee and Administration Committee.
This presentation will provide a brief and general overview of the regional collection
facilities serving member cities and agencies and routing flows to Plants 1 and 2 for
treatment and reclamation. More detailed presentations on particular areas of interest
within the collection facilities will be scheduled for future dates.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The following informational presentations have been provided to both Operations and
Administration Committees:
• February— OCSD Budget and Finances
• March —Water Quality and OCSD's Disinfection Program
• April — Community Outreach Program
• May- Reserves, Investments and Financial Policies
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
N/A
Page 1 of 2
ATTACHMENT:
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD
website(www.ocsd.coml with the complete agenda package and attachments:
General Map of Orange County Joint Outfall Sewer from 1941 Sewer Survey by Orange
County Health Department
Page 2 of 2
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OPERATIONS COMMITTEE Neebng Dare TO ad.of W.
06,04,14 --
AGENDA REPORT Item Number Item Number
9
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: PRETREATMENT PROGRAM AND INDUSTRIAL PERMITTING
GENERAL MANAGER'S RECOMMENDATION
Information Only.
SUMMARY
The Orange County Sanitation District's (OCSD) Pretreatment Program regulates
Orange County dischargers to ensure incoming wastewater meets OCSD standards
before plant treatment. The program is federally mandated by the Clean Water Act and
authorized by the California State Water Resources Control Board to reduce metals and
other compounds that are not otherwise removed in the treatment process. Publicly
owned treatment works (POTWs) like OCSD are required to implement the National
Pretreatment Program, a component of the National Pollutant Discharge Elimination
System (NPDES) through which OCSD is permitted to discharge to the
ocean. Industrial Pretreatment requires OCSD to issue permits and monitor the
industrial users in its service area, controlling the source and quality of the wastewater
the plants receive for ocean discharge or water recycling. This information item will
provide an overview of OCSD's Industrial Pretreatment Program with an emphasis on
permitting, monitoring, and enforcement.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
N/A
CECA
N/A
ATTACHMENT
N/A
RT:JC:jb:gc
Page 1 of 1
OPERATIONS COMMITTEE Meeting Dare TOBA.gf Dlr.
06/04/14 O6/25/14
AGENDA REPORT Item Number Item Number
0
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: PROPOSED FY 2014-15 AND 2015-16 BUDGET
GENERAL MANAGER'S RECOMMENDATION
Information Only.
SUMMARY
The proposed budget for FY 2014-15 and 2015-16 will be presented as follows:
2014-15 2015-16
Net Operations, Maintenance &Working Capital $152,500,120 $155,004,500
Worker's Compensation Self Insurance 700,000 700,000
General Liability and Property Self-Insurance 1,501,200 1,611,200
Net Capital Improvement Program 186,485,000 206,087,000
Debt/COP Service 86,070,000 86,714,000
Long-Term Debt Reduction 125,000,000 -
Intra-District Joint Equity Purchase/Sale(l) 2,152,000 1,115,000
TOTAL $554.408.320 $451.231.700
(')Cash to Revenue Area 14 (RA14) in exchange for capital assets to
Consolidated Revenue Area 15 (RA15).
The Budget is being presented to the Operations Committee at its regular June meeting in
order to allow an opportunity for the Committee's review of the proposal prior to the June
Board meeting.
Staff will distribute a hard copy of the proposed budget at the meeting.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 1 Of 2
ADDITIONAL INFORMATION
N/A
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
N/A
ATTACHMENT
N/A
Page 2 of 2
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
ICS Incident Command System
IERP Integrated Emergency Control Plan
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
GOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
POTW Publicly Owned Treatment Works
ppm Parts per million
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
Glossary of Terms and Abbreviations
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAWPA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or
near the seabed, also know as the benthic zone.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
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.
Glossary of Terms and Abbreviations
Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor
becomes the DrT for that air sample.
Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect").
Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)—Goals to support environmental and public expectations for performance.
NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been
found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide
with extra ultra-violet treatment.
National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water
Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S.
Environmental Protection Agency (EPA). NBP is committed to developing and advancing
environmentally sound and sustainable biosolids management practices that go beyond regulatory
compliance and promote public participation in order to enhance the credibility of local agency
biosolids programs and improved communications that lead to public acceptance.
Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility.
Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant.
Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million
gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the
ocean for disposal, after treatment.
Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban run-off.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing emissions
from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process,
where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Glossary of Terms and Abbreviations
Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed —A land area from which water drains to a particular water body. OCSD's service area is
in the Santa Ana River Watershed.