HomeMy WebLinkAbout10-01-2014 Operations Committee Agenda Packet Orange County Sanitation District s.wiTATION DinaCT Wednesday, October 1, 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 September 3, 2014, Operations Committee meeting.
2. Recommend to the Board of Directors to:
Approve Amendment No. 1 to the Tule Ranch Agreement S-2011-513BD, for the
Management of Biosolids, providing additional fail-safe contingency options for
hauling and processing sub-Class "B" biosolids for land application at a cost
range from $13.00 (plus Orange County Waste and Recycling Fees) to $68.00
per wet ton indexed per the original contract terms in accordance to Table 2,
which will not exceed the contract total designated in the original Agreement
effective January 1, 2013.
10/01/14 Operations Committee Agenda Page 1 of 3
3. Recommend to the Board of Directors to:
A. Approve a Professional Design Services Agreement with MWH Americas,
Inc. to provide engineering design services for Consolidated Demolition
and Utility Improvements at Plant No. 2, Project No. P2-110, for an
amount not to exceed $2,443,316; and
B. Approve a contingency of$244,332 (10%).
4. Recommend to the Board of Directors to:
A. Approve a Service Agreement with Wastewater Solids Management, Inc.,
the lowest responsive and responsible bidder, for Digester Cleaning and
Disposal, Specification No. S-2014-60313D, for period December 1, 2014
through November 30, 2015, for an amount not to exceed $1,161,230; and
B. Approve a contingency of$232,246 (20%)
5. Recommend to the Board of Directors to:
A. Award a Service Contract with Trans US, Inc., the lowest responsive and
responsible bidder, for the Overhaul of One (1) Trans Absorption Chiller
Unit, Specification No. S-2014-614BD, for a total amount not to exceed
$233,777.72; and
B. Approve a contingency of$23,377.77 (10%).
NOW CONSENT CALENDAR:
6. Recommend to the Board of Directors to:
A. Approve a Professional Design Services Agreement with Lee & Re, Inc. to
provide engineering design services for Newhope-Placentia Trunk
Replacement, Project No. 2-72, for an amount not to exceed $8,468,232;
and
B. Approve a contingency of$846,823(10%).
7. Recommend to the Board of Directors to:
Authorize staff to engage in contract negotiations with SCFI Group and other
potential partners to design, build, and/or operate an industrial-scale
demonstration facility for the AquaCritoxe supercritical water oxidation process.
10/01/14 Operations Committee Agenda Page 2 of 3
Authorize staff to seek grant funds and partnerships to offset the cost of this
research project.
INFORMATION ITEMS:
8. Wastewater Treatment Operations
DEPARTMENT HEAD REPORTS:
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
ADJOURNMENT:
The next Operations Committee meeting is scheduled for Wednesday, November 5,
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 office at
(714)593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability
and the type of accommodation requested.
Aaenda 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.
Kelly A. Lore
Acting Clerk of the Board
(714)593-7433
kloretc3ocsdxom
For any questions on the agenda,Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherbem alomd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli0ocsd.com
Director of Engineering Rob Thompson (714)593-7310 rthomoson(aTocsd.com
Director of Facility Support Services Nick Arhontes (714)593-7210 narhontes0ocsd.mm
Director of Operations&Maintenance Ed Tomes 714 593-7080 etorma ocsd.com
10/01/14 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 September 3, 2014, at 5:02 p.m. at the District's Administrative Office.
Chair Beamish called the meeting to order and led the Flag Salute.
A quorum was declared present, as follows:
Operations Directors Present: Staff Present:
Steve Jones Jim Herberg, General Manager
Lucille Kring Bob Ghirelli, Assistant General Manager
Richard Murphy Rob Thompson, Director of Engineering
Steve Nagel Nick Arhontes, Director of Facilities Support
Greg Sebourn Services
David Shawver Ed Torres, Director of Operations & Maintenance
Tom Beamish, Chair Lorenzo Tyner, Director of Finance &
John Nielsen, Board Vice-Chair Administrative Services
Jeff Reed, Director of Human Resources
Operations Directors Absent: Kelly Lore, Acting Clerk of the Board
Brett Murdock, Chair Cindi Ambrose
Scott Nelson, Vice-Chair Jeff Armstrong
Keith Curry Jennifer Cabral
Michael Levitt Sam Choi
Fred Smith Jim Colston
Ron Coss
Dean Fisher
Norbert Gaia
Al Garcia
Kathy Millea
Cindy Murra
Mike Puccio
Mike Von Winckelmann
Eros Yong
Others Present:
Brad Hogin, General Counsel
Bob Ooten, Alternate Director
PUBLIC COMMENTS:
No public comments.
09/03/2014 Opeations Committee Minutes Page 1 of 8
REPORT OF COMMITTEE CHAIR:
None.
REPORT OF GENERAL MANAGER
General Manager, Jim Herberg, did not provide a report.
CONSENT CALENDAR:
1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of July 2, 2014,
Operations Committee meeting.
AYES: Beamish, Jones, Kring; Nagel and Nielsen
NOES: None
ABSTENTIONS: R. Murphy and Underhill (Alternate)
ABSENT: Curry, Levitt, Murdock, Seboum; Shawver and F. Smith
2. MOVED, SECONDED, and DULY CARRIED to:
A. Award a Service Contract to CSL Services, Inc. for flow monitoring
services for Newport-Placentia Trunk Sewer Replacement, Project
No. 2-72, for a total amount not to exceed $98,000; and
B. Approve a contingency of$14,700 (15%).
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Sebourn, Shawver and F. Smith
09/03/2014 Operations committee Minutes Page 2 of 8
3. MOVED, SECONDED, and DULY CARRIED to: Recommend to the Board of
Directors to:
Adopt Resolution No. OCSD 14-XX entitled; "A Resolution of the Board of
Directors of Orange County Sanitation District adopting the "One Water, One
Watershed" (OWOW)2.0 Integrated Regional Water Management Plan."
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
4. MOVED, SECONDED, and DULY CARRIED to: Recommend to the Board of
Directors to:
A. Approve a budget increase of$122,838, increasing the total amount not to
exceed $522,838;
B. Approve a Professional Services Agreement with RBF Consulting to
provide engineering design services for Bay Bridge Pump Station and
Force Mains Rehabilitation Study, Project No. SP-178, for an amount not
to exceed $475,308; and,
C. Approve a contingency of$47,530 (10%).
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
09/03/2014 Operations Committee Minutes Page 3 of 8
5. MOVED, SECONDED, and DULY CARRIED to: Recommend to the Board of
Directors to:
A. Approve Amendment No. 1 to Agreement PSA-2013-568 with
Constructive Community Relations, providing construction outreach
services for the Newport Beach Construction Program for a total two-year
period effective August 1, 2013 through July 31, 2015, for an additional
$119,991, increasing the total amount not to exceed $419,991, with three
one-year renewal options, not to exceed $150,000 per renewal year; and
B. Approve a contingency of$57,000 (10%).
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
6. MOVED, SECONDED, and DULY CARRIED to:
A. Approve a Professional Consultant Services Agreement with Hazen and
Sawyer to provide construction support services for Oxygen Plant
Demolition at Plant No. 2, Project No. SP-129, for an amount not to
exceed $152,450; and
B. Approve a contingency of$15,245 (10%).
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
09/03/2014 Operations Committee Minutes Page 4 d 8
7. MOVED, SECONDED, and DULY CARRIED to: Recommend to the Board of
Directors to:
A. Award a contract to the lowest responsive and responsible bidder, VSS
Sales — Vaughan Industrial Repair, for Repairs to RSS Pumps at P2,
Project No. FR14-004, for a total amount not to exceed $282,504 and,
B. Approve a contingency of$84,800 (30%).
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
8. MOVED, SECONDED, and DULY CARRIED to: Recommend to the Board of
Directors to:
A. Approve a Service Agreement with VSS Sales — Vaughan's Industrial
Repair, the lowest responsive and responsible bidder, for the overhaul of
two gas compressors located at Plant No. 2, Specification No. S-2014-
61513D, for period November 1, 2014 through May 30, 2016 for an amount
not to exceed $279,280 and
B. Approve a contingency of$27,928 (10%)
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
09/03/2014 Operations Committee Minutes Page 5 of 8
9. MOVED, SECONDED, and DULY CARRIED to: Recommend to the Board of
Directors to:
A. Approve a Service Agreement with NRG Energy, the lowest responsive
and responsible bidder, for the Overhaul of Central Generation Engines,
Specification No. 5-2014-601 BD, for an amount not to exceed $743,525,
for the period of November 1, 2014 through October 31, 2015, with four
one-year renewal options; and
B. Approve an annual contingency of$148,705 (20%)
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
10. MOVED, SECONDED, and DULY CARRIED to: Recommend to the Board of
Directors to:
A. Award a contract to the lowest responsive and responsible bidder,
Tharsos Incorporated, for Plant 2 North Scrubber Complex Bleach Pump
Base Replacement (Rebid) - Project No. FR12-031-R, for a total amount
not to exceed $173,937 and,
B. Approve a contingency of$34,788 (20%).
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
Director Shawver arrived at 5:05 p.m.
NON-CONSENT CALENDAR:
Engineering Manager, Mike Puccio provided an informative PowerPoint presentation
regarding the item. He showed a schematic of the outfall system, explained the series
of projects for rehabilitation and the significant amount of corrosion that was found in the
design of J-110, which is the reason for the budget increase.
09/03/2014 Operations Committee Minutes Page 6 of 8
11. MOVED, SECONDED, and DULY CARRIED to: Recommend to the Board of
Directors to:
Approve a budget increase of $706,000 for Final Effluent Sampler and Building
Area Upgrades, Project No. J-110, for a total budget amount of$14,770,000.
AYES: Beamish, Jones, Kring; R. Murphy; Nagel, Nielsen, and
Underhill (Alternate)
NOES: None
ABSTENTIONS: None
ABSENT: Curry, Levitt, Murdock, Seboum, Shawver and F. Smith
INFORMATION ITEMS:
12. Quarterly Odor Complaint Report
Ed Torres, Director of Operations and Maintenance presented a brief report
regarding this item.
13. Cessation of Disinfection of Ocean Discharge
Ron Coss, Environmental Lab and OM Manager provided the Committee an
informative PowerPoint presentation regarding the Cessation of Disinfection.
DEPARTMENT HEAD REPORT:
Rob Thompson, Director of Engineering introduced Enginnerng Manager, Kathy Millea
who informed the Committee and shared a rendering of an OCTA and CalTrans
proposed flyover lane onto the south 405 freeway from Ellis Avenue over the front
entrance of the Plant. Ms. Millea further stated that she met with the City of Fountain
Valley who are very much in support of this project. OCTA and CalTrans have secured
the funding and may begin as early as the Spring of 2015.
Mr. Thompson informed the Committee that the work on Pacific Coast Highway will
have significant traffic impacts and stated that we are working with the City of Newport
Beach to mitigate these impacts.
Director of Facilities Support Services, Nick Arhontes, reported on the progress of the
Bay Bridge Valve Vault repair, the unanticipated problems and the additional costs of
the repairs. He informed the Committee that he would bring the change orders to the
next meeting.
09/03/2014 Operations Committee Minutes Page 7 of 8
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
None.
ADJOURNMENT
At 5:28 p.m., Chair Beamish declared the meeting adjourned to the next scheduled
meeting of Wednesday, October 1, 2014 at 5:00 p.m.
Submitted by,
Kelly A. Lore
Acting Clerk of the Board
09/03/2014 Operations Committee Minutes Page 8 of 8
OPERATIONS COMMITTEE Meeting Date TeBd.01Dlr.
10/01/14 10R21 4
AGENDA REPORT Itern Number Item Number
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: AMENDMENT NO. 1 TO THE AGREEMENT WITH TULE RANCH FOR
THE MANAGEMENT OF BIOSOLIDS
GENERAL MANAGER'S RECOMMENDATION
Approve Amendment No. 1 to the Tule Ranch Agreement S-2011-513BD, for the
Management of Biosolids, providing additional fail-safe contingency options for hauling
and processing sub-Class "B" biosolids for land application at a cost range from $13.00
(plus Orange County Waste and Recycling Fees) to $68.00 per wet ton indexed per the
original contract terms in accordance to Table 2, which will not exceed the contract total
designated in the original Agreement effective January 1, 2013.
SUMMARY
The existing land application contract does not contain a "fail-safe" option in case the
Orange County Sanitation District (OCSD) does not meet Class "B" standards (as
provided in 40 Code of Federal Regulations Part 503) required to protect the
environment before using biosolids on farms. The proposed Amendment will minimize
risk, cost, and response time in the event of a Class "B" outage. Without this
Amendment, OCSD's other biosolids management contractors would not have enough
trucks (20/day needed) to mobilize on short notice (less than 24-hours if digesters
produce sub-Class "B" biosolids due to natural disaster or equipment failure).
The proposed Amendment would add the following prenegotiated fail-safe management
options for use if OCSD biosolids are classified as sub-Class "B":
• Tule Ranch treats the sub-Class "B" biosolids in its onsite lime-stabilization plant
prior to land application on Tule Ranch's farm in Yuma, Arizona at a total cost of
$67.00 per wet ton.
• Tule Ranch hauls biosolids to Arizona Soils compost facility (closest to Tula's
current hauling route) at a total cost of $68.00 per wet ton. Arizona Soils is a
compost facility owned and operated by Synagro, another OCSD biosolids
contractor.
• Tule Ranch hauls biosolids to the local landfill at a cost of $13.00 per wet ton
plus the $40.60 per wet ton tipping fee paid to Orange County Waste and
Recycling (OCWR).
Page 1 of 4
1033100.1
PRIOR COMMITTEE/BOARD ACTIONS
August 2012: Approved an agreement with Tule Ranch to manage OCSD's biosolids
from Reclamation Plant No. 1 and Treatment Plant No. 2 for land application and/or
landfill disposal (Specification No. S-2011-513BD), for the period commencing on
January 1, 2013 through December 31, 2017, with one five-year renewal option, for the
unit price of$54.50 per ton for land application, for a total annual amount not to exceed
$19,000,000.
ADDITIONAL INFORMATION
OCSD is currently implementing several significant construction, maintenance, and
rehabilitation projects throughout the solids treatment portions of both plants. These
projects, along with the start-up of the next phase of Ground Water Replenishment
System (GWRS), are periodically impacting the operational parameters and
performance of the solids treatment chain. The impacts are mainly affecting Plant
No. 1. Either Plants' biosolids loads may be hauled and processed at compost and
landfill facilities because they can accept sub-Class "B" biosolids. For example, in July
and August 2014, OCSD did not certify Plant No. 1 for meeting Class "B" biosolids
requirements, but properly hauled and processed the sub-Class "B" biosolids at
contracted compost and landfill facilities. However, the current contracted options
cannot accommodate both plants producing sub-Class "B" biosolids.
This management flexibility will be critical during an emergency event. A study
conducted by Engineering Planning Division has shown seismic risks and vulnerabilities
to digesters at Plant No. 2. If one or more of these digesters were severely damaged in
an earthquake, OCSD might need to continuously haul and process sub-Class "B"
biosolids. Alternatively, from a project management perspective, OCSD will have the
flexibility to produce sub-Class "B" biosolids to expedite construction, rehabilitation, or
maintenance work on a temporary basis.
At the time of the original Tule Ranch agreement adoption, OCSD required a 100% fail-
safe back-up at a landfill. That option is still in place; however, depending on the
amount of other material the landfill is receiving at any given time, landfill capacity can
be unpredictable. The Tule Ranch lime stabilization plant was not available at the time
of the 2013 contract signing. Negotiating rates ahead of any problems will keep costs
minimized. Therefore, OCSD believes additional diversity in its fail-safe options will add
reliability and cost savings to our portfolio of biosolids management options.
Class B land application continues to be a cost-effective and flexible management
option. Utilizing the same land application contractor during a Class "B" outage will
maximize response time (trucks already scheduled), minimize hauling disruptions, and
reduce impacts to the biosolids budget.
Page 2 of 4
1033100.1
Table 1: Existing Biosolids Management Options, Costs, and
Trucking Available for Class B Outage at Plant No. 2 (July2014)
Number of
Blosolids Monthly Accepts Loads
Location 8 % Cost Relative Sub- (given<24
Mge of Facility Ton Cost for Cost% Class has.notice to
Contractor
Type y s Per Ton tor July 2014 "B?„ mobilize;
20/day
needed
South Kern
Kern Co., CA
S na ro Composting 33% $76.64 $601,655 40% Yes 2-4
AZ Soils
La Paz Co., AZ
S na ro Composting 10% $64.16 $158,746 11% Yes 2-6
Prima Deshecha
OCWR/STI Orange Co., CA
Landfill 9% $53.40 $112,604 8% Yes 1-5'
Yuma—Farm
Yuma Co., AZ
Tule Ranch Land application 48% $54.66 $626,852 42% No 0
Yuma Co.,AZ
Tule Ranch Landfill 0% $69.00 $0 0% Yes 202
' Daily biosolids landfill loads are already at capacity,so these would be additional"emergency loads"if County has
capacity to accept. STI and Tu/e can both haul loads to OCWR landfill,but landfill capacity is the limiting factor, not
the number of trucks. The 1-5 loads of landfill capacity is not additive.
3 Sub-Class"B"biosolids disposal at the Arizona landfill is restrictive to a specific amount of municipal solid waste
and biosolids ratio which varies daily.
Table 2: Tule Ranch Fail-safe Biosolids Management Options, Rates, and
Trucking Available for Class B Outa a at Plant No. 2
Estimated
Additional additional cost for Accepts Number of loads
Tule Ranch Cost per Cost per ton sub-
Option & P (compared to 30-day sub-Class han24hrs.
ton "g• Class notice to mobilize;
Location $54.56/ton land notice"B"? 20/day needed)
application) (assuming loads/week;
4 w tons/leeks;25 tons/load
Yuma Co.,AZ
Landfill $69 $14.34 $157,740 Yes 20'
Yuma—Farm
Yuma Co.,AZ
Lime-stabilized
Land application $672 $12.34 $135,740 Yes 20
AZ Soils
La Paz Co.,AZ
Composting $683 $13.34 $146,740 Yes 20
Prima Deshecha $ 2,650
Orange Co., CA (max of 25loads per week
Landfill $53.604 -$1.06 additional capacity) Yes 1-55
'Sub-Class"B"biosolids disposal at the Arizona landfill is restrictive to a specific amount of municipal solid waste
and biosolids ratio which varies daily. This option is referenced in the original Tule Ranch Agreement
zThe lime�tabilizadon process is new to this site. The Contractor has committed to reopen the contract and provide
a lower price if operating costs decrease upon start-up.
3Cost is higher for Tule to haul to Synagro facility because of change in truck route and other factors.
4 Tule hauling to landfill is$13 per ton plus$40.60 per ton tip fee to OCWR.
s Daily biosolids landfill loads are already at capacity,so these would be additional"emergency loads"if County has
capacity to accept. STI and Tule can both haul loads to OCWR landfill,but landfill capacity is the limiting factor, not
the number of trucks. The 15 loads of landfill capacity is not additive.
Page 3 of 4
1033100.1
CEQA FINDINGS
OCSD filed a Notice of Exemption for the current Tule Ranch agreement on
August 23, 2012. This Amendment does not result in any changes.
ATTACHMENTS
The following attachment(s)maybe viewed online at the OCSD website(wwwocad.com)with the complete
agenda package:
• Draft Amendment No. 1
JC:jb:gc
Page 4 d 4
1033100.1
Return to Mende Report
AMENDMENT NO. 1
TO AGREEMENT FOR THE
MANAGEMENT OF BIOSOLIDS—LAND APPLICATION AND LANDFILL DISPOSAL
(5-2011-513BD)
THIS AMENDMENT TO THE AGREEMENT FOR THE MANAGEMENT OF BIOSOLIDS—LAND
APPLICATION AND LANDFILL DISPOSAL (5-2011-513BD), is made and entered into, to be effective on
the date last signed below, by and between the Orange County Sanitation District, hereinafter referred to
as "OCSD," with main offices located at 10844 Ellis Avenue, Fountain Valley, California 92708-7018 and
Tule Ranch, of Fresno, California, hereinafter referred to as "Contractor,", collectively referred to as the
"Parties".
WHEREAS, OCSD and Contractor executed, delivered and entered into the Agreement for the
Management of Biosolids—Land Application and Landfill Disposal between OCSD and Contractor, the
effective date of which is January 1, 2013 ("the Agreement"); and
WHEREAS, the Parties wish to amend the Agreement to make certain modifications which shall
be called Amendment No. 1 ("Amendment"); and
WHEREAS, on , the [Board of Directors] Committee] of OCSD, by minute
order, authorized execution of this Amendment between OCSD and Contractor; and
WHEREAS, the Parties to the Agreement desire that this Amendment be incorporated into the
Agreement and become a part thereof; and
WHEREAS, the Parties desire that the Agreement as modified by this Amendment shall constitute
the sole and entire Agreement among the Parties;
NOW, THEREFORE, in consideration of these premises and the mutual covenants contained
herein, the Parties agree to amend the Agreement as follows:
1. In addition to removing, transporting and accepting Class B Biosolids pursuant to Section 5
of the Agreement, Contractor agrees to remove, transport and accept for delivery Sub-Class B Biosolids
for treatment at the following facilities at the following compensation:
a. $67.00 per wet ton of sub-Class B biosolids to be hauled and processed at a lime-
stabilization plant prior to land application on Tule Ranch's fans in Yuma, Arizona; and
b. $68.00 per wet ton of sub-Class B biosolids to be hauled and processed at Arizona Soils
compost facility owned and operated by Synagro, another DISTRICT biosolids contractor;
and
C. $13.00 per wet ton of sub-Class B biosolids to be hauled to Orange County Waste and
Recycling (OCWR) Landfill, Prima Deshecha Landfill. OCWR tipping fees will be paid
directly by OCSD.
2. Except as expressly amended above, all other provisions of the Agreement will
remain unchanged and in full force and effect.
[SIGNATURE PAGE FOLLOWS]
Amendment No. 1 Page 1 5-2011-513BD
1033090.1
Return to Mende Rom
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Amendment No. 1 to be signed by the duly authorized representatives as of the day and year last signed
below.
Orange County Sanitation District Tule Ranch. of Fresno. CA
By:
Contracts/Purchasing Manager Dale Dale
Name:
Chairman, Board of Directors Date
Ti
Clerk of the Board Date
9/23/14
Amendment No. 1 Page 2 5-2011-513BD
1033090.1
OPERATIONS COMMITTEE Meeting Date TOBd.ofDlr.
10/01/14 10/22/14
AGENDA REPORT Rem Number Item Number
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT
PLANT NO. 2, PROJECT NO. P2-110
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Design Services Agreement with MWH Americas, Inc. to
provide engineering design services for Consolidated Demolition and Utility
Improvements at Plant No. 2, Project No. P2-110, for an amount not to exceed
$2,443,316; and
B. Approve a contingency of$244,332 (10%).
SUMMARY
The Orange County Sanitation District (Sanitation District) began official operation in the
1950s, and the original Plant No. 2 facilities were constructed in the following years.
Some of the structures, including Primary Clarifiers A, B, C, and Digesters A and B from
those original Plant No. 2 facilities are still standing, although subsequent process
upgrades have resulted in their abandonment. Structural evaluations performed on
abandoned Digesters A and B indicate they are past their structural design life, and
potentially pose a safety risk to staff. This project will demolish these and other facilities
that have been abandoned or are beyond their useful life, and will replace critical utilities
passing through the area.
The Sanitation District advertised a Request for Proposal on June 10, 2014, and four
proposals were received on July 17, 2014. Based on the overall qualifications and
expertise, staff recommends awarding a Professional Design Services Agreement to
MWH Americas, Inc.
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.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 1 of 4
ADDITIONAL INFORMATION
General
This project will remove older facilities that are no longer in use, are not structurally
sound, or have reached the end of their useful life. This project will also construct a
new utility building to house air compressors, data communication systems, relocated
programmable logic controller(PLC) panels, and a regional uninterruptible power supply
(UPS).
Reauest for Proposal:
A Request for Proposal which describes the Consultant's Scope of Work required for
this project was advertised on June 10, 2014.
As a result, four proposals were received on July 17, 2014. Hazen and Sawyer
Environmental Engineers and Scientists; Atkins; MWH Global; and HDR Engineering
submitted proposals. A Staff Evaluation Committee consisting of five representatives
from Engineering, and Operations and Maintenance Departments 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; (2) understanding of project risks and risk mitigation plan;
(3) applicable related project experience; (4) project team and staff qualifications; and
(5) estimated level of effort.
After reviewing and scoring the proposals, the four Consultant firms were ranked
according to the score achieved. The Evaluation Committee short-listed and interviewed
the top 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 MWH Americas, Inc. as the top-ranked firm as shown in Table 1.
Page 2 of 4
TABLE 1
PROPOSAL EVALUATION*
Consultant MWH Atkins
Evaluator
Reviewer A 1 2
Reviewer B 2 1
Reviewer C 1 2
Reviewer D 2 1
Reviewer E 1 2
Overall Ranking 1 2
Proposal Fee $2,518,444 NA
Negotiated Fee $2,443,316 NA
Pro osal
* Based on scores after interview
MWH Americas, Inc. was ranked highest by majority of the Evaluation Committee based
on their understanding of the challenges of the project, a clear and efficient approach for
risk management that addresses Sanitation District's goals, and a highly qualified
project team with previous experience with similar projects.
Both proposals were accompanied by a sealed fee proposal estimate. The fee proposal
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. OCSD-44. Staff conducted negotiations with MWH Americas, Inc. 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, MWH Americas, Inc. submitted a revised fee
proposal.
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 MWH Americas, Inc.
CEQA
Notice of Exemption was filed on April 30, 2014.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with the authority levels in the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Line item: FY 2014-15, Section 8, Page 86)
and the project budget is sufficient for the recommended action.
Page 3 of 4
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
VP:dm:gc
Page 4 of 4
Return to Aaeoda Report
PROFESSIONAL DESIGN SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 22"a day of October, 2014
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and MWH AMERICAS INC., for purposes of this Agreement
hereinafter referred to as "CONSULTANT".
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for
Consolidated Demolition and Utility Improvements at Plant No. 2, Project No. P2-110; and
to provide Design services for demolition of the Plant No. 2 Digesters A and B. 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 October 22, 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
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
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 1 of 18
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
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
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 2 of 18
Return to Aaenda Report
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 Two Million Four
Hundred Forty Three Thousand Three Hundred Sixteen Dollars ($2,443,316).
Total compensation to CONSULTANT including burdened labor(salaries plus
benefits), overhead, profit, direct costs, and Suboonsultant(s)fees and costs
shall not exceed the sum set forth in Attachment"E"- Fee Proposal.
B. Labor
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the
burdened salaries (salaries plus benefits)actually paid by CONSULTANT
charged on an hourly-rate basis to this project and paid to the personnel of
CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT
shall provide the SANITATION DISTRICT with certified payroll records of all
employees' work that is charged to this project.
C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants
for overhead at the rate equal to the percentage of burdened labor as specified in
Attachment"E"- Fee Proposal.
D. Profit
Profit for CONSULTANT and Subconsultants shall be a percentage of consulting
services fees (Burdened Labor and Overhead). When the consulting or
subconsulting services amount is $250,000 or less, the maximum Profit shall be
10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by
a straight declining percentage between 10% and 5%. For consulting or
subconsulting services fees with a value greater than $2,500,000, the maximum
Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 3 of 18
rendered by CONSULTANT and Subconsultants for this project according to
Attachment"E"- Fee Proposal.
E. Subconsultants
For any Subconsultant whose fees for services are greater than or equal to
$100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to
Subconsultant total compensation in accordance with the Subconsultant amount
specified in Attachment"E"- Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to 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. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable
travel and business expenses as described in this section and further described in
Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of
the above mentioned expenses will be based on an "accountable plan' as
considered by Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem" component approved by
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
DISTRICT can be found on the U.S. General Service Administration website at
http://www.gsa.gov/portal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical
means or management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem" as deemed the most
practical.
PDSA PROJECT NO.P2-110
Revised 660214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 4 of 18
Return to Aaenda Report
CONSULTANT shall be responsible for returning to the SANITATION DISTRICT
any excess reimbursements after the reimbursement has been paid by the
SANITATION DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in
advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San
Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile
mileage is reimbursable if CONSULTANT is required to utilize personal vehicle
for local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed
at the discretion of the SANITATION DISTRICT based on reasonableness of
meeting schedules and the amount of time required for travel by the
CONSULTANT. Such determination will be made on a case-by-case basis and at
the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel
meals reimbursements. Per diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment"D"-Allowable Direct Costs of this Agreement.
H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed the not-to-exceed amount of
the Agreement, including approved additional compensation, CONSULTANT
shall notify the SANITATION DISTRICT immediately, and in writing. This written
notice shall indicate the additional amount necessary to complete the services.
Any cost incurred in excess of the approved not-to-exceed amount, without the
express written consent of the SANITATION DISTRICT's authorized
representative shall be at CONSULTANT's own risk. This written notice shall be
provided separately from, and in addition to any notification requirements
contained in the CONSULTANT's invoice and monthly progress report. Failure to
notify the SANITATION DISTRICT that the services cannot be completed within
the authorized not-to-exceed amount is a material breach of this Agreement.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total compensation,
provided that the total compensation is not increased.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 5 of 18
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.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 6 of 18
Return to Aaence Report
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
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 7 of 18
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. Besfs Guide Rating. However, the SANITATION DISTRICT will accept
State Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the SANITATION DISTRICT's option to
require a change in insurer in the event the State Fund financial rating is
decreased below"B". Further, the SANITATION DISTRICT will require
CONSULTANT to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20)days of
written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this
Agreement.
B. General Liability
The CONSULTANT shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: Two
Million Dollars ($2,000,000) per occurrence with Two Million 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.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 8 of 18
Return to Aaende Report
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 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.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 9 of 18
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.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 10 of 18
Return to Aaende Report
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.
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.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 11 of 18
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. SCOPECHANGES
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.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 12 of 18
Return to Aaenda Report
12. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this Agreement. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this Agreement during the term of this Agreement
and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
be available to assist SANITATION DISTRICT's auditor in obtaining all project
related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to make CONSULTANT an employee of the
SANITATION DISTRICT.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid.
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: Victoria Pilko, Project Manager
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 13 of 18
Notices shall be mailed to CONSULTANT at:
MWH AMERICAS INC.
19900 MacArthur Blvd.
Suite 250
Irvine, CA 92612
Attention: Bob Armstrong, Principal in Charge
Copy: Vince Faraone, Project Manager
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.
15. TERMINATION
The SANITATION DISTRICT may terminate this Agreement at any time, without cause,
upon giving thirty(30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT and/or
CONSULTANT in accordance with Section 13- NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, computation and study materials in its files pertaining to
the work described in this Agreement, which is requested in writing by the SANITATION
DISTRICT.
17. COMPLIANCE
CONSULTANT certifies by the execution of this Agreement that it pays employees not
less than the minimum wage as defined by law, and that it does not discriminate in its
employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
18. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each party is a person duly authorized to
execute agreements for that party.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 14 of 18
Return to Aaenda Report
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 (al
CONSULTANT's sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's
officers, directors, employees, 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
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 15 of 18
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.
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.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 16 of 18
Return to Aaenda Report
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.
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.
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
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: MWH AMERICAS 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"IC—Hourly Rate Schedule for Minor Subconsultant
NKD:yp
EDMS:003996995
PDSA PROJECT NO.P2-110
Revised 060214 CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO.2
Page 18 of 18
OPERATIONS COMMITTEE Meeting Dare TOBA.Of DIr.
10/01/14 1o22/14
AGENDA REPORT Item Number Item Number
4
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: DIGESTER CLEANING AND DISPOSAL CONTRACT
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Service Agreement with Wastewater Solids Management, Inc., the
lowest responsive and responsible bidder, for Digester Cleaning and Disposal,
Specification No. S-2014-603BD, for period December 1, 2014 through
November 30, 2015, for an amount not to exceed $1,161,230; and
B. Approve a contingency of$232,246 (20%)
SUMMARY
The Orange County Sanitation District (Sanitation District) performs routine digester
cleaning. This is done to remove materials that build up over time and reduce process
capacity as well as to assess the structural and mechanical conditions of the digesters
after cleaning.
PRIOR COMMITTEE/BOARD ACTIONS
February - 2011: The Board of Directors approved a service agreement with Synagro
West, LLC., the lowest responsive and responsible bidder for Digester Cleaning and
Disposal, Specification No. S-2010-467, for period March 17, 2011 through June 30,
2011, for an amount not to exceed $451,653.52 and a contingency of $ 22,583 (5%).
The Board also approved four one-year renewal options, which began July 1, 2011
through June 30, 2012 for a total amount not to exceed $1,354,961 including an annual
cost escalator of 5% of the renewal base contract.
The Sanitation District did not exercise the one-year renewal options with Synagro-
WWT Inc. because Capital Improvement Projects (P1-100, P2-91) included the cleaning
of the digesters that were scheduled for rehabilitation/upgrades.
ADDITIONAL INFORMATION
This Contract was competitively bid with 14 prospective bidders with three bid packages
being received by the District. The companies that bid (and the bid amounts based on
three digesters being cleaned) are listed below. Staff recommends Wastewater Solids
Page 1 of 2
Management, Inc., be awarded the Digester Cleaning and Disposal Contract as the
lowest responsive and responsible bidder.
Bidder Total Cost
Wastewater Solids Management, Inc. $1,161,230.00
Synagro-WWT, Inc. $1,193,800.00
American Process Group, Inc. $1,354,492.00
The cleaning and disposal price is a set cost per 10,000 gallons of material removed
and disposed of as well as equipment mobilization and demobilization. The volume
estimate is made by the Sanitation District staff based on three measurements.
Because of the historical variation between the measured and actual amount of solids
removed, a 20% contingency is requested.
CECA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance Authority. This item has been budgeted in Division 850 operating budget line
item 54010. Project contingency funds are being requested for this agreement.
Date of ADDroval Contract Amount Continnencv
02/23/11 $1,161,230.00 $232,246(20%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• Draft Service Agreement
Page 2 of 2
Return to Mende Report
SERVICE CONTRACT
Digester Cleaning
Specification No.S-2014.603BD
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 th�cetfContractor for digester cleaning servi
"Services"; and
WHEREAS, OCSD has chosen aIcond*Services in accordance an
No. OCSD-44; and
WHEREAS, on a Board of Directors of OCSD authorized bidding and
execution of this Contract by the General Manager between O and Contractor; and
WHEREAS, Contractor is qualified by virtue of raining, and education and
expertise to accomplish such Services,
NOW THEREFORE, in consideration of the promises d tua enefits exchanged between
the Parties, it is mutually agreed Is 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
Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract
as though fully set forth at length herein. Exhibits to this Contract are as follows in order of
precedence:
Exhibit "A" Scope of Work
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
affect the meaning or interpretation of this Contract or any Paragraph or provision hereof.
Orange County Sanitation District 1 of 9 Specification No. S-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mende Rom
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 beyond 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 sh0not exceed the total amount of
and 00/00 Dollars ($ ).
$. Pavmanie Pnvmentc shall hP ade ❑nnn�nrnyal by OCgD Prnjept Manager, Roy
English or his designee, of invoices submitted for mwones completed as described in Exhibit
"A". OCSD, at its sole discretion, shall be the determining party as to whether the tasks and
deliverables for each r}lilestone have been satisfactorily completed.
A Inv
,•
4.1 OCSViW
of completion and receipAd approv bb l Project
Manager of orm acceptable to OCSD to enable audit of the charges
thereon. Involude the Purchase Order N m r.
4.2 Invoices shall be emailed by Contra r �SD Accounts Payable
at APStaffO CSD.com and the purchase Order num "FR10-018" shall be referenced in
the subject line.
S. 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�ractor 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 (additional SOW material). 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 45
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
expressly waives any claim to receive anticipated profits to be earned during the uncompleted
Orange County Sanitation District 2 of 9 Specification No. S-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mende Report
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 Contrg&or
• if total amount of compensation,,exceeds the amoun orized under this Contract. -
9.4 All OCSD nrnnarty in thmnolession nr control of Contractor shall he returned by
Contractor to OCSD upon demand, or at the terminatA of this Contract, whichever occurs first.
10. Insurance Contractor and all subcontractors shall purchase and maintain, throughout
the life of thi4ontract and any periods of warranty or extensions, insurance in amounts equal
to the requirenents set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit " "). Contractor shall not
commence work under this Eontract until all required insurance is obtained in a form acceptable
to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
11. Indemnification and Hold Harmless Provision Contractor shall assume all
responsibility for damages to property and/or Wuries to persons, including accidental death,
which may arise out of or be caused by Corffractor'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
indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers,
agents and employees, from and against any and all claims, liabilities, damages or expenses of
any nature, including attorneys' fees: (a) for injury to or death of any person or damage to
property or interference with the use of property, arising out of or in connection with Contractor's
performance under the Contract, and/or (b) on account of use of any copyrighted or
uncopyrighted material, composition, or process, or any patented or unpatented invention,
article or appliance, furnished or used under the Contract, and/or (c) on account of any goods
and services provided under this Contract. This indemnification provision shall apply to any acts
or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part
of Contractor of or anyone employed by or working under Contractor. To the maximum extent
permitted by law, Contractor's duty to defend shall apply whether or not such claims,
allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or
allegations that any of the parties to be defended were actively, passively, or concurrently
negligent, or which otherwise assert that the parties to be defended are responsible, in whole or
in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately
upon written notice from OCSD, and with well qualified, adequately insured, and experienced
legal counsel acceptable to OCSD
12. OCSD Safety and Human Resources Policies
Orange County Sanitation District 3 of 9 Specification No. S-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mends Rom
12.1 OCSD requires all contractors 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' (bottom of page), under"Safety".
12.2 In addition to the OCSD Safety Standards and Human Resources Policies, the
applicable Standard Operating Procedures are as follows: SOP-102 PPE, SOP-104 Confined
Space, SOP-105 LOTO, SOP-106 Hearing Conservation Program, SOP-107 Hazard
Communication, SOP-108 Contractor Safety, SOP 109 Respiratory Protection Program, SOP-
113 Bloodbome Pathogen, SOP-118 Hot Wo 206 Protection, and SOP-304 Mobile
Equipment.
13. Warranh 1d "
13.1 Manufacturer's standard warrant appIVAII manufacturer warranties will begin at
date of completion of this Contract.
13.2 Contr 6r's warranty: If, within the 12-month period following completion of its Services,
OCSD inform 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.
14. Performance Time is of the essence in rmance this Contract and the
provisions hereof.
15. 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
ContMa.
Ole
16. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
17. 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.
18. Regulatory Requirements Contractor shall perform all work under this Contract in
strict conformance with applicable federal, state, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
19. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants
Orange County Sanitation District 4 of 9 Specification No. S-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
Return b Mende Report
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, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the
terms of this Contract will be paid by Contractor.
20. 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 he included herein
shall be deemed included as a part of this Contract whether or not specifically referenced.
21. Public Contracts Law Contractor's Employees Compensation
21.1 Davis-Bacon Act - Contractor will pay and will require all subcontractors to pay all
employees on said project a salary or wage at least equal to the prevailing rate of per diem
wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for
each craft or tvne of worker needed to nerfnrm the C:nntrant. The nrovisinns 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 incorT rated herein as a part of this Contract and referred to by reference.
21.2 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 Q,"his 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.
21.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars
($50 for each calendar day or portion thereof for each worker paid (either by the Contractor
ray subcontractor under it) less than the prevailing rate of per diem wages as set by the
Di ector 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.
21.4 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.
21.5 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 ($25.00)for each worker employed in the execution of this contract by Contractor or
any subcontractor for each calendar day during which any worker is required or permitted to
Orange County Sanitation Distract 5 of 9 Specification No. 5-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
Return b Mende Report
labor more than eight (8) hours in any one calendar day and forty(40) hours in any one week in
violation of said Article. Contractor shall keep an accurate record showing the name and actual
hours worked each calendar day and each calendar week by each worker employed by
Contractor in connection with the project.
21.6 Record of Wages: Inspection - Contractor agrees to maintain accurate payroll records
showing the name, address, social security number, work classification, straight-time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journevman, apprentice, worker or nther emplovee empinved by it in connection with the project
and agrees to require that each of its subcontractors do the same. All payroll records shall be
certified as accurate by the applicable Contractor or subcontractor or its agent having authority
over such matters. Contractor further agrees that its payroll records and those of its
subcontractors shall be available to the employee or employee's representative, the Division of
Labor Standards Enforcement, and the Division of Apprent' hip Standards and shall comply
with all of the provisions of Labor Code Section 1776, in gel. Penalties for non-compliance
with the requirements of Section 174 may be deducted from project payments per the
requirementR of$entinn 1778 _
y
22. South Coast Air Quality Management District's (SCAQMD) Requirements It i�
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). 'All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD. r
23. 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.
24. Breach The waiver of either party of Ny breach or violation of, or default under, any
provision of this Contract, shall not be deemeTa 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
right seek remedies available to it for any subsequent breach.
2 . Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD
may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has
paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services
for those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD
shall be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the contract price, together with any incidental or
consequential damages.
26. Dispute Resolution
26.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the
dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of
the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
Orange County Sanitation District 6 of 9 Specification No. 5-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mends Report
alternate dispute resolution process.
26.2 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 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.
27. Attorney's Fees If any action at law or inequity orony proceeding in the form of art
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contrnrt, the nrevailing nartv shall he entitled to reasnnahle attornev's fees, costs and
necessary disbursements in addition to any other reliy/to which he may be entitled.
28. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity,
and Forum for Enforcement, shall survive termination or expiration of this Contract.
29. Severability If any section, subsection, or provisiditofis 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.
30. Damage to OCSD's Propertv Any of CSD's property damaged by Contractor, any
subcontractors or by the personnel of eitheT will be subject to repair or replacement by
Contractor at no cost to OCSD.
31. Disclosure Contractorlfgrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
32. 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,
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.
33. 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.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD
shall be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its successor,
Orange County Sanitation District 7 of 9 Specification No. S-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mende Report
or for breach of any obligation for the terms of this Agreement.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. 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.
38. 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 Distract 8 of 9 Specification No. 5-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
Return b Mende Report
39. 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: Cc
mm
Each party shall provide the other art written notice of anyAe�
s as
practicable.
IN WITNESS WHEREOF, '�n ina to be legally bound, tAe aused this
Contract to be signed byrth�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 Specification No. S-2014-603BD
DRAFT CONTRACT-DO NOT SUBMIT
OPERATIONS COMMITTEE Neetlng Dare TOBA.Of DIr.
10/01/14 10/22/14
AGENDA REPORT Item Number Item Numbs
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: OVERHAUL OF ONE (1) TRANE ABSORPTION CHILLER UNIT,
S-2014-614B
GENERAL MANAGER'S RECOMMENDATION
A. Award a Service Contract with Trans US, Inc., the lowest responsive and
responsible bidder, for the Overhaul of One (1) Trane Absorption Chiller Unit,
Specification No. S-2014-61413D, for a total amount not to exceed $233,777.72;
and
B. Approve a contingency of$23,377.77 (10%).
SUMMARY
The Plant 1 Central Generation Building provides the main electrical power source for
wastewater treatment at Plant No. 1.
There is one (1) absorption chiller, which is located inside of Central Generation
Building. This absorption chiller provides cooling for the following areas: Administration
Building, Laboratory Building, Central Generation Building, Operations Building.
The existing absorption chiller has been in service since the early 1990's and has
reached its maximum service life. The absorption chiller will need to be overhauled,
which entails rebuilding and retubing the entire unit in place by an outside Contractor.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
This Contract was competitively bid with twelve (12) prospective bidders attending the
mandatory job walk, and two (2) bids being received by the District. The companies that
bid and the bid amounts, including sales tax, are listed below. Staff recommends Trane
US, Inc., be awarded the Overhaul of One (1) Trane Absorption Chiller Unit Contract, as
the lowest responsive and responsible bidder.
Page 1 of 2
Bidder Amount of Bid
Trane US, Inc. $ 233,777.72
EMCOR Services $ 319,779.88
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 repair will be funded through the Master Small Capital
Replacement/Rehabilitation Project M-FR-PLT (Budget for Fiscal Year 2014-2015 and
2015-2016, Section 8, Page 120). This Small Capital fund is used to pay for capital
repairs and/or direct replacements. The M-FR-PLT budget is adequate to cover this
project. Project contingency funds will be used for this contract.
Date of Approval 1 Contract Amount 1 Contin enc
10/24/14 1 $233,777.72 1 $23,777.72 10%
ATTACHMENT
The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Draft Service Contract
ET:DV/jo
Page 2 of 2
Return to Mende Report
SERVICE CONTRACT
OVERHAUL OF ONE (1)TRANE ABSORPTION CHILLER
Specification No. S-2014-614BD
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 husiness at address (hereinafter referred to
as "Contractor")collectively referred to as the"Parties".
WITNESSETH
WHEREAS, OCSD desires to retain the services of Contra*or the overhaul o4minur,
Absorption Chiller located at OCSD Plant No.1, "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 Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and
expertise to accomplish such Services,
NOW THEREFORE, in consideration of the promises and tual benefits exchanged between
the Parties, it is mutually agreedps 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 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mende Rom
affect the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit"_
1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation' below.
1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expens
losses, or action incurred or undertaken by Contractor as a result of work pertor
antirinatinn of nijrr_.haces of%aid cervir_.ec by O(:3D_ , -
2. Compensation Compensation for this project shall not exceed the total amount o
and 00/00 Dollars ($ ).
3. Payments Payments shall Re made upon approval by OCSD Project Manag* Dave
Rodriguez or his designee invoice submitted for Services completed as described in Exhibit
"A". OCSD, at its sole didcr ion, shall be the determining party as to whether the Services have
been satisfactorily completed.
4. Invoicing
4.1 OCSD shall pay within 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. Invoice shall include the Purchase Ordi Number.
0
4.2 Invoice shall be emailed by Contractor to OCSD Accounts Payable
at APStaff(DOCSD.com andrence the following in the subject line: "INVOICE", the
Purc a Order number, theFro ct Manager, Dave Rodriguez and S-2014-614BD.
6. 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.
8. Contract Term The Services provided under this Contract shall be completed within ten
(10 weeks from the date of notice to proceed.
9. Termination
Orange County Sanitation District 2 of 9 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mende Report
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
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 data 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 Inn
lt of Contract in whole or in part by
written notice to Contractor:
• if C..nntmr.tor hnr_nmas insYrent e under the Rgnkri intr_y AM
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Cc
9.4 All OCSD property in the possession or control of Contractor shall be re ed 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 insurapce coverage shall result in termination of this Contract.
11. Bonds
11.1 Contractor all, bel6re 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.
11.2 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.
Orange County Sanitation District 3 of 9 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
Return b Mende Report
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 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
unc:opyrighted material, composition, or process, 9"ny patented or unpatented
invention, article or appliance, furnished or used un1mr 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 omissiops, willful misconduct, or negligent
misconduct, whether active or passive, on the pJT1 of Contractor of or anyone employe
by or working under Contractor. To the maximum extent permitted by law, Contract rsw
duty to defe d shall apply whether or not such claims, allegations, lawsuitsior
proceech Valve merit or are mdritless, or which involve claims or allegations that any
of the parties to be defended were actively, passively, or concurrently negligent, or
which otherwise assert that the parties to be defended are responsible, in whole or in
part, for any loss, damage, or injury. Contractor agrees to provide this defense
immediately upon written notice from OCSD, and with well qualified, adequately
insured, and experienced legal courlsel acceptable to OCSD.
13. Safety Standards and Human Resources(HR) Policies
13.1 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 policie afety 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'.
13.2 In addition to the requirements stated in 13.1 above, CONTRACTOR shall adhere to the
following OCSD Safety requirements: SOP-101 Workplace Inspections, SOP-102 PPE, SOP-
104 Confined Space, SOP-105 LOTO, SOP-106 Hearing Conservation Program, SOP-107
Hazard Communication, SOP-108 CONTRACTOR Safety, SOP-109 Respiratory Protection
Program, SOP-113 Bloodborne Pathogen, SOP-118 Hot Work, SOP-120 Machine Guarding,
SOP-205 Electrical Safety, SOP-206 Fall Protection, SOP-303 Crane Safety Program, and
SOP-304 Mobile Equipment.
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.
Orange County Sanitation Distract 4 of 9 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
Return b Mende Report
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 Maieure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said
party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force
Majeure condition may be rescheduled by tm consent or may be eliminated from the
Contract. .
17. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation Frhwhilinn, ngrkinn, hflndlinn, ing Slrnnfe, and other FervireA agsociated with
delivery of all products deemed necessary under this Contract.
16. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated tFjp work to be performed; 2) it has investigated the site of the work and is aie of
all conditions Here; and 3) it understands the facilities, difficulties and restrictions of We 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. r_
19. Regulatory Requirements Contractor shall perform all work under this Contract in
strict conformance with applicable federal, state, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 255, 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, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the
terms of this Contract will be paid by Contractor.
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. 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 Labor in accordance with the Davis-Bacon Act for
each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon
Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when
twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the
aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied
Orange County Sanitation Distinct 5 of 9 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mende Report
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 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 aid 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 v�jy&er paid (either by the Contractor
or any subcontractor under it) less than the prevailing ratmf per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor
COCIe fnr the work nrovided for irJhig nnntrart, all in nernrdanne with $@Minn 1775 of the Labor
Code of the State of California. J
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 ir&lves thirty thousand dollars
($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty
contractors not bidding rfor 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, n mm-han eight (8) hours shall
constitute a day's work, and the Contractor shall not req ore 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 any worker is required or permitted to
labor more than eight (8) hours in any one calendar day and forty(40) hours in any one week in
violation of said Article. Contractor shall keep an accurate record showing the name and actual
hours worked each calendar day and each calendar week by each worker employed by
Contractor in connection with the project.
22.6 Jecord 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 Apprenticeship Standards and shall comply
with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance
with the requirements of Section 1776 may be deducted from project payments per the
requirements of Section 1776.
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
Orange County Sanitation Distinct 6 of 9 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
Return b Mende Report
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
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 bsequent broh.
26. Remedies In addition to other remedies available in law or equity, if the Contractor fails
t0 mgke delivery of the gnndg nr $eniir_.as nr reniidigtec its ohliggtinnc Linder this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD
may (1)cancel the Contract; (2) recover whatever amount of the purchase price OCSD has
paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services
for those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD
shall be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the contract priclt together with y incidental or
consequential damages. \`
27. Dispute Resolution
27.1 In the event of a dispute as to the constructio r rpre tion of this Contract, or any
rights or obligations hereunder, the Parties shall fi pt, in good faith, to resolve the
dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of
the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alterrgy(e dispute resolution process.
27.2 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 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. Attorney'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
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. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity,
Orange County Sanitation Distract 7 of 9 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mende Report
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 Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
32. Disclosure Contractor agrees not to disclose, to third party, data or information
generated from this project without the prior written consent OCSD.
33. lndanandant Contractnr The lenal relatinnwhin hetween the parties hereto is that of an
independent contractor, and nothing herein shall bEPdeemed to make Contractor an OCSD
employee. During the performance of this Agreement, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, oy((ddgents. Contractor and its officers, employees, and agents shall obtain r$rights
to any benefi0which accrue to OCSD's employees. If
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 Party Rights Nothing in this Contract shall be construed 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 successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its successor,
or fo,breach of any obligation for the terms of this Agreement.
4
37. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
38. 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 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
Return to Mende 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 provide the other art written notice of any4chan ,, s as
practicable.
IN WITNESS WHEREOF, '�n ing to be legally bound, t% aused this
Contract to be signed byrth�duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: B
Chair Board of Directors
D
ate By:
Date
of the Board
ate 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 Specification No. S-2014-614BD
DRAFT CONTRACT-DO NOT SUBMIT
OPERATIONS COMMITTEE Meeting Date TO11011Dlr.
10/01/14 SO/22/14
AGENDA REPORT Item Number Rem rvumbe
6
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Design Services Agreement with Lee & Ro, Inc. to
provide engineering design services for Newhope-Placentia Trunk Replacement,
Project No. 2-72, for an amount not to exceed $8,468,232; and
B. Approve a contingency of$846,823(10%).
SUMMARY
This project will increase the capacity in the upper reach of the existing Newhope-
Placentia Trunk Sewer located along State College Blvd., in the City of Fullerton and
City of Anaheim, from the Yorba Linda Pump Station (Yorba Linda Blvd.) to
Orangewood Ave. (approx. 34,800 feet of pipe), and for a portion of the Rolling Hills
Sub-Trunk Sewer (approx. 3,500 feet of pipe) in the City of Fullerton, located north of
the Yorba Linda Pump Station. This improvement will accommodate current and future
dry and wet weather flows, allow abandonment of the Yorba Linda Pump Station, and
add flexibility to the collections system to divert reclaimable Flows to Plant No. 1.
Project 2-72 was identified under the Orange County Sanitation District (Sanitation
District) 1999 and 2006 OCSD's Strategic Plan Update, and under the 2009 Facilities
Master Plan. The existing Newhope-Placentia Trunk Sewer was constructed in 1959
under Contract Nos. 2-3 and 2-4, and the Rolling Hills Sub-Trunk Sewer was
constructed in 1966 under Contract No. 2-11-1.
The proposed Professional Design Services Agreement consists of the preparation of a
Preliminary Design Report and Final Design, which includes all necessary construction
documents, plans, and specifications.
The Sanitation District advertised a Request for Proposal on June 18, 2014 and six
proposals were received on August 5, 2014. Based on the overall qualifications and
expertise, staff recommends awarding a Professional Design Services Agreement to
Lee & Ro, Inc.
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.
Page 1 of 4
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Project Scope of Work:
This project will provide an engineered solution to increase the dry and wet weather
capacity of the upper reach of the existing Newhope-Placentia Trunk Sewer and for a
portion of the Rolling Hills Sub-Trunk Sewer. A hydraulic model using specific site
information will be used to determine the proper sizing of the new pipe. Different pipe
replacement technologies (open-cut and trenchless) will be evaluated using various
criteria such as cost, construction duration, construction impacts to residents and local
businesses, permitting, sewer bypass requirements, odor control requirements,
geotechnical condition, and existing utilities.
Request for Proposal:
A Request for Proposal which describes the Consultant's Scope of Work required for
this project was advertised on June 18, 2014.
As a result, six proposals were received on August 5, 2014. ARCADIS U.S., Inc.;
Brown and Caldwell; Lee & Ro, Inc.; Parsons Water and Infrastructure Group; RBF
Consulting; and Tetra Tech, Inc. submitted proposals. A Staff Evaluation Committee
consisting of six representatives from Engineering and Facilities Support Services
Departments reviewed and ranked each of the proposals in accordance with the
evaluation process set forth in Sanitation District 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 six criteria: (1) Understanding of the Scope of Work and management
approach; (2) Technical approach, understanding of project risks and risk mitigation
plan; (3) Related project experience; (4) Project team and staff qualifications;
(5) Estimated level of effort; and (6) Schedule.
After reviewing and scoring the proposals, the six Consultant firms were ranked
according to the score achieved. The Evaluation Committee short-listed and interviewed
the top four proposing firms to meet the proposed key team members and further
evaluate the firm's proposals. Pursuant to the results of the interview, the Evaluation
Committee selected Lee & Ro, Inc. as the top-ranked firm as shown in Table 1.
Page 2 d 4
TABLE 1
PROPOSAL EVALUATION*
Consultant Lee & Ro, Tetra Tech, Brown and RBF
Evaluator Inc. Inc. Caldwell Consulting
Reviewer A 1 4 2 3
Reviewer B 1 2 3 4
Reviewer C 1 2 3 4
Reviewer D 1 2 3 4
Reviewer E 1 2 4 3
Reviewer F 1 2 3 4
Overall Ranking 1 2 3 4
Proposal Fee $9,452,709 N/A N/A N/A
Negotiated Fee $8,468,232 N/A N/A N/A
Pro osal
Based on scores after interview
Lee & Ro, Inc. was ranked highest by all members of the Evaluation Committee based
on their understanding of the challenges of the project, technical approach, risk
mitigation, project team, team experience in similar projects and in trenchless
technologies, utility investigation and traffic control, and their approach to expedite
completion of final design documents for the northern portion of the project
(Construction Contract 2-72A).
All proposals were accompanied by a sealed fee proposal estimate. After the top-
ranked firm was selected, the fee proposal estimate of the highest ranked firm was
opened in accordance with Sanitation District, Ordinance No. OCSD-44. Staff
conducted negotiations with Lee & Ro, Inc. 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,
Lee & Ro, Inc. submitted a revised fee proposal.
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 Lee & Ro, Inc.
CEQA
The project was included in the Program Environmental Impact Report (PEIR),
Collection System Improvement Plan dated March 2007.
An Addendum to the PEIR for Green House Analysis must be conducted to determine if
there are any environmental impacts as a result of this project. This work is included in
the final negotiated contract.
Page 3 of 4
BUDGETIPURCHASING ORDINANCE COMPLIANCE
This complies with the authority levels in the Sanitation District's Purchasing Ordinance.
This item has been budgeted (FY 2014-15 Section 8 — Page 23) and the project budget
is sufficient for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Professional Design Services Agreement
RC:dm:gc
Page 4 of 4
Return to Aaenda Report
PROFESSIONAL DESIGN SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 22nd day of October, 2014
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and LEE & RO, INC., for purposes of this Agreement hereinafter
referred to as "CONSULTANT.
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for
Newhope-Placentia Trunk Sewer Replacement, Project No. 2-72; and to provide Design
services for increasing the capacity in the upper reach of the existing Newhope-Placentia Trunk
Sewer located along State College Boulevard, in the City of Fullerton and City of Anaheim, CA.,
from the Yorba Linda Pump Station (Yorba Linda Blvd)to Orangewood Ave, and a segment of
Rolling Hills Sub-trunk Sewer located north of the Yorba Linda Pump Station in the City of
Fullerton, to provide the required capacity for current and future dry and wet weather flows; 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 October 22, 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.
PDSA PROJECT NO.2.72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 1 of 19
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
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.
PDSA PROJECT NO.2-72
Revised 060214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 2 of 19
Return to Aaenda Report
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.
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for services in accordance with the
following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Eight Million Four
Hundred Sixty Eight Thousand Two Hundred Thirty-Two Dollars ($8,468,232).
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
PDSA PROJECT NO.2-72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 3 of 19
Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this project according to
Attachment"E"- Fee Proposal.
E. Suboonsultants
For any Subconsultant whose fees for services are greater than or equal to
$100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to
Subconsultant total compensation in accordance with the Subconsultant amount
specified in Attachment"E"- Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Suboonsultant total compensation on an hourly-rate
basis per the attached hourly rate Schedule and as specified in the Scope of
Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs
of Subconsultant fees and charges in an amount not to exceed the sum set forth
in Attachment"E"- Fee Proposal.
F. Direct Costs
The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants
the actual costs of permits and associated fees, travel and licenses for an
amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The
SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION
DISTRICT receipts and other documentary records to support CONSULTANT's
request for reimbursement of these amounts, see Attachment"D"-Allowable
Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 2 -COMPENSATION above.
G. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable
travel and business expenses as described in this section and further described in
Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of
the above mentioned expenses will be based on an "accountable plan' as
considered by Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem' component approved by
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
DISTRICT can be found on the U.S. General Service Administration website at
htti)://www.gsa.gov/portal/category/l 04711#.
The CONSULTANT shall be responsible for the most economical and practical
means or management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. The SANITATION DISTRICT shall apply the
PDSA PROJECT NO.2-72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 4 of 19
Return to Aaende Report
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem' as deemed the most
practical.
CONSULTANT shall be responsible for returning to the SANITATION DISTRICT
any excess reimbursements after the reimbursement has been paid by the
SANITATION DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in
advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San
Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile
mileage is reimbursable if CONSULTANT is required to utilize personal vehicle
for local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed
at the discretion of the SANITATION DISTRICT based on reasonableness of
meeting schedules and the amount of time required for travel by the
CONSULTANT. Such determination will be made on a case-by-case basis and at
the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel
meals reimbursements. Per diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment"D"-Allowable Direct Costs of this Agreement.
H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed the not-to-exceed amount of
the Agreement, including approved additional compensation, CONSULTANT
shall notify the SANITATION DISTRICT immediately, and in writing. This written
notice shall indicate the additional amount necessary to complete the services.
Any cost incurred in excess of the approved not-to-exceed amount, without the
express written consent of the SANITATION DISTRICT's authorized
representative shall be at CONSULTANT's own risk. This written notice shall be
provided separately from, and in addition to any notification requirements
contained in the CONSULTANT's invoice and monthly progress report. Failure to
notify the SANITATION DISTRICT that the services cannot be completed within
the authorized not-to-exceed amount is a material breach of this Agreement.
PDSA PROJECT NO.2.72
Revised 060214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 5 of 19
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
PDSA PROJECT NO.2-72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 6 of 19
Return to Aaenda Report
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.
PDSA PROJECT NO.2.72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 7 of 19
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.
PDSA PROJECT NO.2.72
Revised 060214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 8 of 19
Return to Aaenda Report
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.
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
PDSA PROJECT NO.2-72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 9 of 19
Jones Act liability may exist, the insurance required herein shall include coverage
for Jones Act claims.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Ten Million Dollars
($10,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
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:
PDSA PROJECT NO.2.72
Revised 060214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 10 of 19
Return to Aaenda Report
• 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, 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.
PDSA PROJECT NO.2.72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 11 of 19
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
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. SCOPECHANGES
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.
PDSA PROJECT NO.2.72
Revised 060214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 12 of 19
Return to Aaende Report
9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
Agreement, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this project by CONSULTANT.
CONSULTANT shall include a description of the scope of work to be done by each
Subconsultant and each CONSULTANT's project team member. CONSULTANT shall
include the respective compensation amounts for CONSULTANT and each
Subconsultant on a per-project-element basis, broken down as indicated in Section 2-
COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's personnel are comprised of registered engineers and a staff of
specialists and draftsmen in each department. The firm itself is not a registered
engineer but represents and agrees that wherever in the performance of this Agreement
requires the services of a registered engineer. Such services hereunder will be
performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this Agreement. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
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
PDSA PROJECT NO.2-72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 13 of 19
be available to assist SANITATION DISTRICT's auditor in obtaining all project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to make CONSULTANT an employee of the
SANITATION DISTRICT.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid.
Notices shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Gary V. Prater, Principal Contracts Administrator
Copy: Raul Cuellar, Project Manager
Notices shall be mailed to CONSULTANT at:
LEE & RO, INC.
1199 South Fullerton Road
City of Industry, CA 91748
Attention: Dhiru Patel, P.E.
Copy: Sal Calderon
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.
PDSA PROJECT NO.2.72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 14 of 19
Return to Aaenda Report
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
PDSA PROJECT NO.2-72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 15 of 19
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.
PDSA PROJECT NO.2-72
Revised 060214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 16 of 19
Return to Aaende Report
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.
PDSA PROJECT NO.2.72
Revised 666214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 17 of 19
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.
PDSA PROJECT NO.2.72
Revised 060214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 18 of 19
Return to Aaende Report
IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION
DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year
first above written.
CONSULTANT: LEE & RO, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A'—Scope of Work
Attachment"B"—Labor 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"IC—Hourly Rate Schedule for Minor Subconsultant
GVP:yp
EDMS:003996212
PDSA PROJECT NO.2.72
Revised 060214 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 19 of 19
OPERATIONS COMMITTEE Meeting Dale To'% I,Dir.
Ma
omvia 01 via
AGENDA REPORT Item Number Item Number
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: RESEARCH A NEW TECHNOLOGY FOR SLUDGE/ORGANICS
DESTRUCTION AND ENERGY RECOVERY THROUGH ADVANCED
OXIDATION: AQUACRITOX® SUPERCRITICAL PROCESS
GENERAL MANAGER'S RECOMMENDATION
Authorize staff to engage in contract negotiations with SCFI Group and other potential
partners to design, build, and/or operate an industrial-scale demonstration facility for the
AquaCritox® supercritical water oxidation process. Authorize staff to seek grant funds
and partnerships to offset the cost of this research project.
SUMMARY
Much of conventional wastewater treatment is aimed at removing organic contaminants
from water. Through various operations of screening, gravity settling, biological
cleaning, anaerobic digestion, and solids dewatering, the organic materials are removed
and concentrated into sludges or converted to gases such as methane and carbon
dioxide. Each step introduces inefficiencies and additional costs (for power, chemicals,
equipment, and manpower) into the treatment process.
Supercritical water oxidation (SCWO) is a process that was developed in the U.S. in the
1980s, has been used extensively in other industries, but is just now being applied to
wastewater treatment as the AquaCritox® process. Using unique properties of water at
"supercritical" conditions of elevated temperature and pressure, SCWO is a single-step
process to achieve virtually complete destruction of any organic material, while also
recovering 90% of the material's inherent fuel value as usable energy. Compared to
conventional digestion-based treatment, SCWO is less expensive, more efficient, and
more environmentally beneficial.
AquaCritox® has been demonstrated extensively by its owners, the SCFI Group, at their
test facility in Ireland, but no full-size installation at a wastewater treatment plant has yet
to be built. This project would involve building and operating a small, but fully industrial-
scale AquaCritox® facility at the Orange County Sanitation District (OCSD) to
investigate the possible replacement of substantial parts of the standard treatment
process with SCWO.
If the Board of Directors approve this recommendation, staff will bring an item to a future
Board meeting seeking approval of any agreements, contracts, or funding that are
negotiated as a result of this approval.
Page 1 of 2
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Staff believes this research opportunity represents a potential leap forward in how solids
are handled at OCSD. The potential exists to increase net energy conversion up to four
times, do away with biosolids, improve air quality, eliminate solids odors, reduce
operating costs, and provide a pathogen-free phosphate-rich byproduct. This
chemistry-based approach to solids handling isn't yet proven. There are many issues in
sludge handling and thickening which must be proven in addition to the continuous
process controls in sludge oxidation, ash handling, and steam production. Reliability of
the system must be demonstrated.
Staff believes the research risks are worth the large potential rewards. Especially if
potential future licensing fees are shared between OCSD and SCFI. OCSD's approach
to use this process to bypass digestion, gas handling, biosolids dewatering, and
biosolids application will be unique and innovative if proven.
CEQA
This is not a project. Therefore, CEQA does not apply.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
Any contract ultimately will comply with authority levels of the Sanitation District's
Purchasing Ordinance. The majority of the funding is likely to come from the
operational research program (FY 2013-14 Budget Update Page A-12, Item #134).
ATTACHMENT
N/A
JB:sa:gc
Page 2 of 2
OPERATIONS COMMITTEE Meeting Dare To ad.of Di,
10,01,14 --
AGENDA REPORT em Number Item Numbe
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: INFORMATIONAL PRESENTATION ON WASTEWATER TREATMENT
OPERATIONS
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 general overview of the wastewater treatment operations
at the Sanitation Districts two treatment facilities.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
N/A
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
N/A
ATTACHMENT:
The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD
website(www.ocsd.coml with the complete agenda package and attachments:
N/A
Page 1 of 1
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.