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HomeMy WebLinkAbout10-07-2015 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, October 7, 2015 Regular Meeting of the 5:00 P.M. OPERATIONS COMMITTEE Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 4 (714) 593-7433 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form(located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: The Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be conserved in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the September 2, 2015, Operations Committee Meeting. 2. INDUSTRIAL CLEANING SERVICES, SPECIFICATION NO. S-2015-714BD (Nick Arhontes) RECOMMENDATION: Recommend to the Board of Directors to: A. Award a service contract to Performance Pipeline Technologies for Industrial Cleaning Services, Specification No. S-2015-71413D, for a total amount not to exceed $526,500 for the period December 11, 2015 through December 10, 2016, with four one-year renewal options; and B. Approve a contingency of$105,300 (20%). 10/07/15 Operations Committee Agenda Page 1 of 4 3. EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF HYDROGEN DISPENSING STATION (Nick Arhontes) RECOMMENDATION: Recommend to the Board of Directors to: Authorize the General Manager to negotiate an extension of the license agreement with Air Products and Chemicals, Inc. for the operation of a Hydrogen Dispensing Station at Plant 1 in a form recommended by General Counsel. 4. DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $86,481 (15%) to the Professional Design Services Agreement with RMC Water & Environment (RMC) for District 6 Trunk Sewer Relief, Project No. 6-17, for a total contingency of$144,135 (25%). 5. AWARD OF ON-CALL MAINTENANCE AND REPAIR SERVICES MASTER CONTRACTS - SPECIFICATION NO. S-2015-700 (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve Master Contracts for providing maintenance and repair services, Specification No. S-2015-700, for a one-year period effective December 1, 2015 through November 30, 2016, with two (2) one-year renewal options, in accordance with Ordinance OCSD47, Section 2.03 (H), with the following 7 qualified firms, for bids less than $100,000: 1. J.R. Filanc Construction Company 2. Charles King Company 3. W.A. Rasic Construction Company, Inc. 4. Jamison Engineering Contractors, Inc. 5. United Riggers and Erectors, Inc. 6. SS Mechanical Corp. 7. O'Connell Engineering & Construction Inc.; and B. Authorize the General Manager to add or delete firms as necessary to maintain a qualified base of up to 7 firms in accordance to Request for Qualifications Specification No. S-2015-700. 10/07/15 Operations Committee Agenda Page 2 of 4 NON-CONSENT CALENDAR: 6. NEWPORT FORCE MAIN REHABILITATION, PROJECT NO. 5-60 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a project budget increase of$5,913,000, for a total project budget of $64,000,000 for Newport Force Main Rehabilitation, Project No. 5-60; and B. Approve a contingency increase of $3,671,500 (10%) to the construction contract with Kiewit Infrastructure West Company for Newport Force Main Rehabilitation, Project No. 5-60,for a total contingency of$11,014,500 (30%). 7. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Designate the southwest corner of Plant No. 1 for the location for the Administration Building and Laboratory Building as the preferred alternative for CEQA evaluation under the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. INFORMATION ITEMS: 8. BIOSOLIDS PROGRAM (Rob Thompson) DEPARTMENT HEAD REPORTS: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, November 4, 2015, at 5:00 p.m. 10/07/15 Operations Committee Agenda Page 3 of 4 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley,California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item,including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting,items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klom(cDocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbergfidocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 mhirelliaocsd.com Director of Engineering Rob Thompson (714)593-7310 rlhompson(rpocsd.com Director of Facility Support Services Nick Arhontes (714)593-7210 narhontes(cDocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 10/07/15 Operations Committee Agenda Page 4 of 4 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, September 2, 2015, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Vice-Chair Shawver on Wednesday, September 2, 2015, at 5:00 p.m. in the Administration Building of the Orange County Sanitation District. Director Murphy led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: David Shawver, Vice-Chair Jim Herberg, General Manager Lisa Bartlett Bob Ghirelli, Assistant General Manager Tom Beamish Rob Thompson, Director of Engineering Ellery Deaton Ed Torres, Director of Operations & Maintenance Steve Jones Lorenzo Tyner, Director of Finance & Robert Kiley Administrative Services Richard Murphy Nick Arhontes, Director of Facility Support Services Steve Nagel Kelly Lore, Clerk of the Board Fred Smith Jennifer Cabral Chad Wanke Jim Colston Mariellen Yarc Donald Cutler John Nielsen, Board Chair Rhea de Guzman Greg Seboum, Board Vice-Chair Mark Esquer Dean Fisher COMMITTEE MEMBERS ABSENT: Norbert Gaia John Withers, Chair Alfredo Garcia Elvia Harvey Ingrid Hellebrand Mark Kawamoto Kathy Millea Jeff Mohr Brad Moore Cindy Murra Carrie Robles Julian Sabri Jackie Santos Chris Stacklin Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Michael Beverage, Alternate Director YLWD 09/02/2015 Opeations Committee Minutes Page 1 of 4 PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Vice-Chair Shawver did not provide a report. REPORT OF GENERAL MANAGER: General Manager, Jim Herberg announced that the SAWPA sponsored tour will take place tomorrow, September 3 at 9:00 a.m. and will include a few board members and staff. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of the July 1, 2015, Operations Committee Meeting. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Nielsen, Sebourn, Shawver, Smith, F., Wanke, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones and Withers 2. PURCHASE OF A LIQUID CHROMATOGRAPHY — MASS SPECTROMETRY SYSTEM (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Award a purchase order to Agilent Technologies, Inc., for a Liquid Chromatography/Mass Spectrometry Instrument with an On-Line Solid Phase Extraction, Specification No. E-2015-645BD-R2, for a total amount not to exceed $465,330. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Nielsen, Sebourn, Shawver, Smith, F., Wanke, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones and Withers Director Bartlett arrived at 5:04 p.m. Director Jones arrived at 5:08 p.m 09/02/2015 Operations Committee Minutes Page 2 of 4 NON-CONSENT CALENDAR: CIP Project Manager Jeff Mohr presented an informative PowerPoint presentation on the Solids Thickening and Dewatering at Plant No. 2 which included: Project scope; contract schedule; construction challenges of the center foundation for 4"DAFT; digester concrete issues and Digester K transfer pump replacement. Mr. Mohr explained resulting costs of addressing unknown conditions and the requirement of addition contingency. Staff responded to questions from the committee regarding: cracking, which was not related to seismic activity; installation of rebar; types of material used; pressure grouting technique; normal contingencies; and the need for all four DAFT's to be operational. 3. SOLIDS THICKENING AND PROCESSING AT PLANT NO. 2, PROJECT NO. P2-89 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a contingency increase of$526,868 (2%)to the construction contract with W.M. Lyles Company (WML)for Solids Thickening and Processing at Plant No. 2, Project No. P2-89, for a total contingency of$2,634,340 (10%). AYES: Bartlett, Beamish, Deaton, Jones, Kiley, Murphy, Nagel, Nielsen, Sebourn, Shawver, Smith, F., Wanke, and Yarc NOES: None ABSTENTIONS: None ABSENT: Withers INFORMATION ITEMS: 4. GROUND WATER REPLENISHMENT SYSTEM (Rob Thompson) Engineering Manager Kathy Millea provided a PowerPoint presentation providing an overview of the Groundwater Replenishment System which included: changes from wastewater treatment to resource recovery; 10-year partnership between OCWD and OCSD partnership, services areas; critical source of water; GWRS logistics, process and distribution system; Steering Committee members; agency contributions to and direct benefits from GWRS. Ms. Millea provided the challenges faced with the system as well as a look into future plans. Staff responded to questions pertaining to: reasons for mid-basin injection; inclusion of SARI line into GWRS and the economic effects of that inclusion. Concerns were raised of our long term $1 lease of 10 acres of land to the water district for the GWRS and providing waste water for free. Mr. Herberg responded that the success of the GWRS has been based on the exceptional partnership and joint projects we share with the water district. He stated that if we were to charge the water district for the use of the land and water, those charges would inevitably 09/02/2015 Operations Committee Minutes Page 3 of 4 be forwarded to the ratepayers. Chair Nielsen reiterated that because of our cooperation agreements, we have experienced excellent joint agency project coordination for many years. Director Deaton also commented that if, as a resident, she were charged more for the water received from the water district, she would in turn ask for a decrease to her sewer rates. 5. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres) Director of Operations of Maintenance, Ed Torres, provided a report on odor complaints for the fourth quarter of FY 2014/15. DEPARTMENT HEAD REPORTS: Nick Arhontes, Director of Engineering, introduced Engineering Manager, Mark Esquer who informed the Committee of the progress of the repair to manhole structures of the Warner Ave. Relief Sewer Project No. FR12-003 and the unanticipated problems which have incurred additional costs. Mr. Esquer further stated that this necessitates bringing a change order to the Board of Directors later this month. Director of Engineering, Rob Thompson updated the committee of the progress of the Newport Force Main project. He informed that unanticipated issues, as the contractor is about to start on Phase 11, which include changes requested by the City of Newport Beach and Cal Trans regarding certain work restrictions, will impact the approved construction contingency. Mr. Thompson stated that an item will be brought to forward next month for additional contingency. Mr. Thompson also introduced Jeff Mohr who has been promoted to Engineering Manager of the project management office. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS. IF ANY: None. ADJOURNMENT At 5:50 p.m., Committee Chair Withers declared the meeting adjourned to the next scheduled meeting of Wednesday, October 7, 2015 at 5:00 p.m. Submitted by, Kelly A. Lore Clerk of the Board 09/02/2015 Operations Committee Minutes Page 4 d 4 OPERATIONS COMMITTEE Meeting Date TOBd.OfDlr. 10/07/15 10/28/15 AGENDA REPORT Unm NumMr Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nicholas J. Arhontes, Director of Facilities Support Services SUBJECT: INDUSTRIAL CLEANING SERVICES, SPECIFICATION NO. S-2015-714BD GENERAL MANAGER'S RECOMMENDATION A. Award a service contract to Performance Pipeline Technologies for Industrial Cleaning Services, Specification No. S-2015-71413D, for a total amount not to exceed $526,500 for the period December 11, 2015 through December 10, 2016, with four one-year renewal options; and B. Approve a contingency of$105,300 (20%). SUMMARY The purpose of this Service Contract is to provide for cleaning of our treatment facilities and pump station civil infrastructure. The service provider will remove and dispose of debris and other materials from our facilities using combination hydro cleaning and industrial vacuuming equipment. These cleaning tasks are a part of planned and scheduled preventative maintenance. Emergency work will also be conducted when needed. This approach will expedite procuring this type of work; reduce staff resources associated with procurement, contracting, accounting, and also specification development of individual tasks. It also eliminates multiple contracts throughout the year and efficiently consolidates individual contracts into one contract authorized by the Board of Directors. The current Services Agreement expires on December 10, 2015 and staff conducted a Request for Proposals on July 6, 2015. Requests for Proposal (RFP) notifications were sent to 54 vendors and four proposals were received. The proposals were evaluated in accordance with defined Sanitation District procedures as required by the Sanitation District's Purchasing Ordinance. The proposed agreement is for a one-year period with four annual renewal authorizations based on successful performance by the contractor. Staff will use the service provider on an as-needed basis and does not guarantee work quantities or volumes. Staff recommends awarding a Service Contract to Performance Pipeline Technologies because they received the highest overall score on this proposal and they had the lowest proposed price. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 ADDITIONAL INFORMATION Work volumes estimated were based on historical industrial cleaning jobs that occurred during the year. A 20% contingency is requested to cover unknown conditions and emergencies that could occur during the year. This is a relatively new program and there will likely be many debris-filled facilities in treatment plants including: headworks, grit chambers, primary clarifiers, underground piping and channels, chemical storage tanks, wet wells and several other areas where these types of services can be used. In the collections facilities the 15 pump station wet wells will be the primary focus. If needed, the service could also be used on pipelines and manholes. Four proposals were received on August 12, 2015 and were evaluated in accordance with Sanitation District policies and procedures. The proposals were evaluated and ranked according to the total scores from the evaluation team as follows: RANK FIRM EVALUATION SCORE 1 Performance Pipeline Technologies 685 2 American Integrated 526.08 3 Hoffman Southwest Corp 510.42 4 National Plant Services 413.72 Cost proposals including hourly rates were reviewed on September 2, 2015. Staff recommends Performance Pipeline Technologies be awarded the Service Contract as the highest ranked proposal and lowest total cost. RANK FIRM TOTAL COST 1 Performance Pipeline Technologies $ 526,500.00 2 American Integrated $ 531,730.00 3 Hoffman Southwest Corp $ 598,430.00 4 National Plant Services $ 709,787.50 CEQA This is for maintenance of existing facilities. Page 2 BUDGET/PURCHASING ORDINANCE COMPLIANCE This recommendation complies with authority levels of the Sanitation District Purchasing Ordinance. This item has been included in various operating budget line items: Division 330-330.54010 Division 830-830.54010 Division 850-850.54010 Division 342-342.54010 Division 840-840.54010 Date of Approval Contract Amount Continaencv 1 012 8/2 01 5 $526,500.00 $105,300 (20%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: Service Contract MAE:WC:IH:eh:pe Page 3 RETURN TO AGENDA SERVICE CONTRACT Industrial Cleaning Services Specification No. S-2015.714BD 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 with a principal business at (hereinafter referred to as "Contractor") collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Industrial Cleaning Services "Services" as described in Exhibit "A; and y WHEREAS, Contractor submitted its Propoj�dated ; and WHEREAS, OCSD has chosen Contractor to conduct Service L*,th SD Board of Directors' Ordinance No. OCSD-47; and WHEREAS, at its regular meeting on � e Board of Directors of OCSD, by minute order, authorized execution of tFjis Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified blue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. ntroduction 1.1rThis 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 IN.. 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" Proposal from Contractor Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" Not Used 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. Orange County Sanitation District 1 of 9 Specification No. S-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 RETURN TO AGENDA 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 The term 'business days", when used in the Contract, shall mean all days that are not Saturdays, Sundays, or OCSD observed holidays. 1.8 OCSD observed holidays are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 The term "hours", when used in this Contract, shall b*s defined in Exhibit"A". 1.10 Contractor shall provide OCSD with required premiums and/or overtime as charge beyond the price provided under"Compensation" below. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for Ehy expenses, losses, or action incurred or undertaken by Contractor as a resu work performed in anticipation of purchases of said services by OCSD. A V- 2. Scone of Work Subject to the terms oflfri5'COn Contractor shall perform the Services attached hereto and incorporated herein Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards.te 3. Modifications to Scone of Work squests 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. 4. Compensation Compensation for this Contract shall not exceed the total amount of Dollars ($ ). 5. California Department of Industrial Relations (DIR) Registration and Record of Wages 5.1 Contractor and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 5.2 Contractor is hereby notified that, pursuant to provisions of the Labor Code of the State of California, the Board of Directors of the Orange County Sanitation District adopted the prevailing rate of per diem wages, as determined by the Director of Industrial Relations, applicable to the work to be done for the locality in which the work is to be performed in compliance with Section 1773 of the Labor Code, and it is on file in the Engineering Office located at Plant 1 of OCSD. 6. Payments Payments shall be made upon approval by the OCSD Project Manager or designee, of invoices submitted for Services completed as described in Exhibit"A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 7. Invoices Orange County Sanitation District 2 of 9 Specification No. S-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 RETURN TO AGENDA 7.1 OCSD shall pay within thirty (30) days of completion and receipt and approval by the OCSD Project Manager or designee of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 7.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffaOCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager, Industrial Cleaning Services and S-2015-714BD. & 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. 9. Contract Term The Services provided unIs, Corl�ct shall be com leted with' ehundred sixty-five (365)days from the effe he Notice to Proceed. P 0 10. Renewals 10.1 OCSD may exercise the op it o1Re r the Contract for up to four Nperiods based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 10.2 Renewals may be made through the OCSD �rchase Ord@ Press. 11. Termination �Zoo 11.1 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. 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 profitsto be earned during the uncompleted portion of this Contract. Such notip,swof termination shall terminate this Contract and release OCSD from any further fee, cost or clalfn hereunder by Contractor other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting requirements, if the level of service is inadequate, or any other default of this Contract. 11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 11.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. Orange County Sanitation District 3 of 9 Specification No. S-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 RETURN TO AGENDA 12. Insurance Contractor and all subcontractors shall purchase and maintain,throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. 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 Contr ,ctor, a whether such damage or injury shall accrue or be discovered before or after th natio f the Contract. Except as to the sole active negligence of or willful miscondLiAWSID, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected anVappointed 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. 1 D Satetv Standards and Human Resources HR Policies OCSD requires all conl§gff and service providers to follow and ensure their employees and all subcontractors follo State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a Contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no cost to OCSD. Contractor and all their employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: ocsd.com, "Doc Central" at the bottom of page, under "Safety". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein. 15. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply: 15.1 Manufacturers standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 15.2 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 Contractors sole expense. 16. Performance Time is of the essence in the performance of this Contract and the Orange County Sanitation District 4 of 9 Specification No. 5-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 RETURN TO AGENDA provisions hereof. 17. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 18. Freight(F.O.B. Destination l 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. 19. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated tJ� site of the work and is aware of all conditions there; and 3) it understands the facilities, di lies and restrictions of the work under this Contract. Should the 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 ' n instructions are received from OCSD. 20. Regulatory Requirements Contractor shall perform alMwoh 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. 21. Licenses, Permits. Ordinances an RecrWa ons 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. 22. 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. 23. Contractor's Employees Compensation 23.1 Davis-Bacon Act - Contractor will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent(25%)or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 23.2 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 Orange County Sanitation District 5 of 9 Specification No. S-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 RETURN TO AGENDA 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. 23.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it)less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this contract, all in accordance with Section 1775 of the Labor Code of the Stale of California. 23.4 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 JVvolves thirty thousand dollars ($30,000.00)or more or twenty(20)working days or more; olRrcontracts of specialty contractors not bidding for work through the general or prime CoVctor are two thousand dollars ($2,000.00) or more or five (5)working days or more. t 23.5 Workday — In the performance Contract, not more than eight (8) hours shall constitute a day's work, and the Contract shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder except as pAided in paragraph 23.2 above. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 18100seq.)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 anyone 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 prot. — 23.6 Record of Wages: In coon - 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 joL*neyman, 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. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work, 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. 25. Governing Law This Contract shall be governed by and interpreted under the laws of the State of Califomia 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. Orange County Sanitation District 6 of 9 Specification No. S-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 RETURN TO AGENDA 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, 'rf 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 dama a the di rence between the cost t 9 substitute goods or Services and the Contract pri ether h any incidental or conse damages. 28. Dispute Resolution 28.1 In the event of a dispute as to thfructio n or interpretation of this Contrac , 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 tQ facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediaypn shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 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 (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrators decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Aftornev'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. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 31. 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, Orange County Sanitation District 7 of 9 Specification No. S-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 RETURN TO AGENDA shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. 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. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, ontractyy[(and its officers, employees, and agents shall act in an independent capacity and of actRrs OCSD's officers, employees, or agents. Contractor and its officers, employe ants shall obtain no rights to any benefits which accrue to OCSD's employees. - 35. Limitations upon Subcontractfna a Assianment Contractor shall not dele ate 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. 36. Third Party Rights Nothing in this Contract she st` to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 36. Read and Understood By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 39ufhority 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. 40. 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-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 RETURN TO AGENDA 41. 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: Larry Roberson Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, A 9271J8-7018 Contractor: Company - _ 1`A r Each Party shall provide the other Party written notice Otharties ange in address as soon as practicable. A IN WITNESS WHEREOF, intending to be legally 0M hereto have caused this Contract to be signed by the duly authorized representatives. RANGE COUNTY SANITATION DISTRICT Dated: By: Chair, Board of Directors Dat By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Division 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-2015-714BD DRAFT CONTRACT-DO NOT SUBMIT version date 6.30.2015 OPERATIONS COMMITTEE Meeting Dare TOBA.Of DIr. 10/07/15 10/28/15 AGENDA REPORT Item Number Item Numbe B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nicholas J. Arhontes, Director of Facilities Support Services SUBJECT: EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF HYDROGEN DISPENSING STATION GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to negotiate an extension of the license agreement with Air Products and Chemicals, Inc. for the operation of a Hydrogen Dispensing Station at Plant 1 in a form recommended by General Counsel. SUMMARY We currently have a license agreement with Air Products and Chemicals, Inc. (APCI) of Allentown, PA which is scheduled to expire on October 31, 2015. OCSD has the desire to continue to be a host site for the hydrogen dispensing station, and APCI desires to continue operating the dispensing station. The South Coast Air Quality Management District (SCAQMD) and the California Air Resources Board (ARB) also desire that we continue to host this dispensing station for public use. The station uses trucked in hydrogen and the tank trailer that supplies the fuel is parked in the process area inside Plant No. 1. There have been no performance problems under the current agreement. We would like to extend the current agreement starting November 1, 2015 through October 31, 2016 with renewal options as mutually agreed. Continuation as a host site for the hydrogen dispensing station also meets the requirements of the supplemental environmental project negotiated with the SCAQMD. PRIOR COMMITTEE/BOARD ACTIONS April 22, 2015 — Approved a license agreement for operation of hydrogen dispensing station. December 17, 2014 — Approved a supplemental environmental project for air quality compliance. ADDITIONAL INFORMATION The dispensing station and its necessary support systems were a part of a previously approved research and demonstration project hosted at Plant No. 1. The project used our digester gas which is a renewable fuel and generated electricity using a fuel cell. Page 1 of 2 The fuel cell also generated pure hydrogen which was compressed and used for vehicle fueling. Information about the project and its partners has been previously provided to the Board. Some of the Board members have seen this system on past tours. Depending on public usage to fuel private vehicles, we may see four to six deliveries per month as the new full trailer is swapped out for an empty one by APCI. The consumers do not pay at the dispenser as is common with other fueling systems. Fuel costs are typically a part of the vehicle's lease or purchase agreement with the vehicle manufacturer. We are not a party to this commercial arrangement. The General Counsel assisted staff on the negotiations on the current agreement. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Original license agreement with Air Products and Chemicals, Inc. NJA:AC:pe Page 2 of 2 RETURN TO AGENDA &OR101 LICENSE AGREEMENT FOR OPERATION OF ��{e HYDROGEN DISPENSING STATION This License Agreement("Agreement")is made and entered into this 1st day of July , 2015 ("Effective Date"), by and between the ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District ("Licensor"), and AIR PRODUCTS AND CHEMICALS, INC.,a Delaware corporation("Licensee"). Licensor and Licensee are sometimes referred to herein as the "Parties" and individually as a "Party.„ 1. Premises. Located at 10844 Ellis Avenue, Fountain Valley, CA 92708, inclusive of the Hydrogen Energy and Supply Station,Hydrogen Supply Line, and Hydrogen Dispensing and Compressor Equipment, as more particularly described and depicted in Exhibit"A"attached hereto. 2. Permit to Enter Premises. Licensor grants to Licensee a nonexclusive revocable license to enter and use the Premises for the sole purpose set forth in Section 5 hereof and for no other purpose,subject to Licensee's compliance with all of the terms of this Agreement. Licensee acknowledges and agrees that it is not a tenant on the Premises and any rights or benefits which may accrue to Licensee by reason of execution of this Agreement or use of the Premises shall solely be those of a licensee and not a tenant- 3- Term. The term of this Agreement shall expire on October 31, 2015 unless earlier terminated by Licensee as provided herein. Licensee may unilaterally terminate this Agreement with or without cause upon thirty (30) calendar day's written notice to Licensor. 4. Consideration. As consideration for the license granted in this Agreement, Licensee shall pay to Licensor an annual fee of one dollar(S1.00), payable in advance. Commencing on the fifth month following the Effective Date, and continuing thereafter, License shall pay to Licensor a monthly fee of six hundred and ninety dollars (S690), payable in advance, which sum represents the apportioned cost of utilities servicing the Premises. 5. Use. Licensee shall use the Premises solely for the operation of a hydrogen dispensing station("Dispensing Station")that is accessible by the public. Such operation shall include the delivery and storage of hydmgen tube trailers as set forth in Section 8 hereof, distributing hydrogen fuel through the hydrogen supply line, dispensing hydrogen fuel, maintenance of the hydrogen fuel compressor and dispenser equipment, and the issuance and administration of Dispensing Station customer/patron accounts and all customer interface for such operations. For purposes of this Agreement, such operation shall not include use of the Hydrogen Energy and Supply Station to generate hydrogen. 097525.1 RETURN TO AGENDA 6. Regulations. Licensee shall obtain, at its sole cost and expense, all governmental permits and authorizations of whatever nature required by any governmental agencies having jurisdiction over Licensee's use of the Premises. Licensee,at its sole cost,will comply with all applicable governmental laws and regulations. Licensee will also comply with any and all reasonable rules and regulations promulgated from time to time by Licensor. 7. Meetings. Prior to exercising any of the rights granted by this Agreement, Licensee's contract administrator or his/her designee shall attend a kickoff meeting(at Licensee's discretion via telephone)with Licensoes staff to discuss operation of the Dispensing Station on the Premises. After commencing operations at the Premises, and thereafter for the term of this Agreemem, Licensee's contract administrator or his/her designee shall attend a monthly meeting via telephone with Licensors staff to discuss Licensee's operation of the Dispensing Station. 8. Delivery and Storage of Hydrogen Tube Trailers. All drivers delivering hydrogen tube trailers to the Dispensing Station must check in and check out _... . _with.the.OCSD.Control.Center, and must provide my delivery information and complete all paperwork required by Licensor. Hydrogen tube trailers may only be stored in the area designated for hydrogen supply trailer parking in Exhibit "A". Once positioned onsite, the trailer wheels must be secured with wheel locks. 9. Protective Barrier. Prior to the first tube trailer delivery and within thirty (30) days following the Effective Date, Licensee shall install, at its sole cost and expense, and of commercial quality, a K-Rail barricade and chain link gate enclosure at the Hydrogen Energy and Supply Station as depicted in Exhibit "A" 10. Records. Licensee shall keep complete,accurate, and detailed accounts of all costs, expenses, expenditures, and income pertaining in any way to its operation of the Dispensing Station. Licensor shall have full and free access to such records at all reasonable times, including the right to inspect, copy, audit,and make records and transcripts from such records. 11. Condition and Maintenance of Premises. Licensee accepts the Premises in an "as is" condition. Licensor expressly disclaims any warranty or representation with regard to the condition, safety, security or suitability for Licensee's intended use of the Premises. Licensee shall maintain the Premises in a neat, clean,orderly and safe condition and shall be responsible for any damage done in or to the Premises caused by Licensee or its employees,agents or contractors. Licensee shall implement and enforce all laws, regulations, controls, or measures imposed by any and all public, administrative and/or regulatory bodies having jurisdiction over Licensee's use of the Premises. Upon temrination of this License, Licensee shall peaceably surrender and quit, and rw^zs i RETURN TO AGENDA repair and restore the Premises to the same condition as existed on the Effective Date,reasonable wear and tear excepted only. 12. Indemnity. Each Party (an "indemnitor") shall defend, indemnify and hold harmless the other Party(the"Indemnitee")for all claims,damages,expenses, losses, costs or liabilities, including without limitation reasonable legal costs, fees and expenses (collectively, "Losses"h arising out of bodily injuries, including without limitation fatal injury or disease, to the Indemnitor's Group (as defined below) or (2) damage to tangible real or personal property of Indemnitor and Indemnitor's Group, in in either case arising from or in connection with the performance of this Agreement. The obligation to indemnify, defend and hold harmless shall apply without regard to fault or cause of Losses, including without limitation the negligence or strict liability of Indemnitee. "Indemnitor's Group" shall mean: (i)collectively, with respect to Licensee,Air Products and its affiliates,subsidiaries and subcontrators, and any employee, officer, director or agent of any of the foregoing, and (ii) collectively, with respect to Licensor, OCSD and its affiliates, subsidiaries and subcontractors, and any employee, officer, director, agent or invitee of any of the foregoing. Each Party's obligations pursuant to this Section 12 shall survive expiration or earlier termination of this Agreement 11 Insurance. Without limiting Licensee's liability for indemnification, Licensee agrees to purchase and maintain during the life of this License, all required insurance,and to provide proof of said coverage, in accordance with the OCSD Insurance Requirements attached hereto as Exhibit"B"and incorporated herein. 14. Assignment. Licensee may assign,sublet or otherwise transfer its interest under this Agreement in connection with the lease or sale of all or substantially all of Licensee's business assets associated with this Agreement Licensee may otherwise assign,sublet or transfer its interest under this Agreement only with prior written consent of Licensor,consent shall not be unreasonably withheld. Any other attempted assignment, sublet or transfer made in violation of this provision shall be null and void. is. Relocation Benefits. This Agreement is not intended to convey a property interest but to permit Licensee to use the Premises as provided for herein. Licensee acknowledges the rights granted by State and/or Federal Relocation Assistance Laws and regulations and, notwithstanding any other provision of this Agreement, expressly waives all such past, present and future rights, if any, to which Licensee might otherwise be entitled from Licensor with regard to this Agreement and the business operated on the Premises. Licensee shall not be entitled to relocation assistance, relocation benefits, or compensation for loss of goodwill upon the termination of this License. Licensee hereby knowingly waives all notices of termination that may be required pursuant to rwrsxs.t RETURN TO AGENDA California Government Code section 7260,et.seq.,or any other displacement, acquisition or relocation laws or regulations, and waives all rights such relocation benefits, assistance and/or other compensation of whatever kind or nature. 16. Notices. All notices, consents, submissions for approvals, approvals, requests, demands and other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given and received if and when personally served or forty-eight(48) hours after being deposited in the United States mail,registered,postage prepaid,addressed to the intended Party at: LICENSOR: OCSD ATTN.:CLERK OF THE BOARD 10844 ELLIS AVENUE FOUNTAIN VALLEY,CA 92708-7018 LICENSEE: AIR PRODUCTS AND CHEMICALS,INC. ATTIC: Corporate Secretary (File 216-176-P) _.. 7201..Hamilton 131vd. _. .. .. Allentown, 1 195-1501 17. Integration This instrument constitutes the entire agreement between the parties hereto, supersedes all previous agreements and understandings, whether oral or written, relating in the subject matter hereof, and may not be changed or modified orally. 18. Choice of Law. This Agreement shall be governed by and construed according to the laws of the State of California without giving effect in its conflicts of law provisions. 19. Authority. The Parties hereto have caused this instrument to be executed by their duly authorized representatives,on the day first above written, intending hereby to be legally bound. [Signatures on Following Page] 1097525.1 RETURN TO AGENDA IN WITNESS WHEREOF,the Parties have executed and entered into this Agreement as of the daze first written above "Licensor" ORANGE COUNTY SANITATION DISTRICT By ,fir tG G eral Manager Date C erk o e l3oard Date Approved as to Form: General Counsel-- "Licensee" AIR PRODUCTS AND CHEMICALS, INC. r By: i Name: Title: �(.U'.+til �(� fin ta, ICW525.1 RETURN TO AGENDA Exhibit"A" Premises Site Plan and Maps isrsn_i RETURN TO AGENDA a • r ,"°\+pC 4\` cv • �O� a s't.. Am j'... \ � �9�'„• � �'.A} � l&- .'t � •a' � \ti � 4�'"`. a AYc;>�: t' �`r � -_ \ ` CL''� FLFV i i>t/O t PCla 3 swn uu mw:wr'at k' u•o""w'S uar m#sn•na•srs•®#r ..... wu�xccaml - wsa�ennuamuanox.N•wrt �s ORANGE COUNTY ' �= -< SANITATION OISTRI we#NiertEnv# D1U01A RETURN TO AGENDA s 4 F —————— - T 1,E I-n] EL PP MwWT W �Ay K, B) Lui m IL 'Ilk 10 RF ORANGE COUNTY �JSVPPLY�—"T�'SANITATION DISTRICT S�LMAMM RETURN TO AGENDA Lb t\ L) , I {. ,�\• ;mow �- , l ; Ir 'I j � �Z . I 1 R _ rrauxnnw.nFn lrrwiw4urwrt� ORANGE COUNTY SANITATION DISTRICT ODnDOENDI0FEMMMO 01000A �� ___ 4vn a•-uu�msrv, 0BOBMOB EOVIPMEM OPERATIONS COMMITTEE Meeting Date TOBd.OrDlr. l0107115 10/28/15 AGENDA REPORT Item Number Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $86,481 (15%) to the Professional Design Services Agreement with RMC Water & Environment (RMC) for District 6 Trunk Sewer Relief, Project No. 6-17, for a total contingency of$144,135 (25%). SUMMARY The purpose of this project is to increase the wet weather capacity of the District 6 Trunk, extend the life of the sewer by 30 years, and to provide safe access to the manholes. The District 6 Trunk serves the cities of Costa Mesa and Newport Beach. The existing 3,700-foot long sewer ranges from 12 to 18 inches in diameter and extends along Pomona Avenue in Costa Mesa, and along Newport Boulevard to Pacific Coast Highway in Newport Beach. The District 6 trunk sewer was built by the Orange County Sanitation District (Sanitation District) in the early 1950s and is approximately 60 years old. The Sanitation District's 2006 Strategic Plan Update and 2009 Facilities Master Plan both identify this sewer as at risk of a sanitary sewer overflow during a 10-year model storm event and is in need of capacity upgrades. A 2006 survey performed on the project's sewer pipes identified portions of the pipe in need of rehabilitation in addition to capacity upgrades. This contingency increase will allow the Design Consultant, RMC, to modify the drawings and specifications to meet recent modifications requested by the City of Newport Beach and Caltrans. It will also reimburse RMC for out-of-scope work performed during Final Design. Costs associated with this increase will be taken from the project's overall contingency. Therefore, the project's overall budget will not change. PRIOR COMMITTEE/BOARD ACTIONS December 2012 - Approved a Professional Design Services Agreement with RMC to provide engineering design services for District 6 Trunk Sewer Relief, Project No. 6-17, for an amount not to exceed $576,541; and approved a contingency of$57,654 (10%). Page 1 of 2 ADDITIONAL INFORMATION The City of Newport Beach requested that the Sanitation District modify the design so four sewer segments would stay in the landscaped slope instead of realignment into the shoulder of Newport Boulevard as originally proposed. Reasons for this change were to decrease the duration of construction and traffic control impacts within the area north of Hospital Road on Newport Boulevard. The resultant changes will leave all manholes in the slope section of the road where maintenance access tum-outs will be constructed. These changes will require additional design costs by RMC per this request. However, the new construction approach only requires that two sewer segments be realigned by open cut trench work, and the rest can be rehabilitated in place. By reducing the amount of open trench sewer pipe installation, this design change will reduce construction costs and decrease traffic control related impacts. This additional contingency will fund the design revisions. These changes are also preferred by Caltrans. Since Newport Boulevard is owned and maintained by Caltrans, they prefer not to have any utilities in paved areas. During Final Design, RMC made changes to the drawings and specifications in order to improve access to sewer manholes. An abandoned manhole was also discovered and it required additional design effort to specify proper demolition. In addition, the City of Newport Beach required additional time to review the design, which caused additional project overhead costs. These costs were not included in RMC's budget. CEQA The project was included in the Program Draft Environmental Impact Report (DEIR) on Collection System Improvement Plan dated March 2007. An addendum to this EIR is currently being prepared. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Budget Update FY2015-16, Section A-7) and the budget is sufficient for the recommended action. Date of ADDroval Contract Amount Continaencv 12/19/12 $576,541 $ 57,654 (10%) 10/28/15 $602,922 $144,135(25%)TOTAL ATTACHMENT N/A AN:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 10/07/15 10/28/15 AGENDA REPORT ItemNumber Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: AWARD OF ON-CALL MAINTENANCE AND REPAIR SERVICES MASTER CONTRACTS - SPECIFICATION NO. S-2015-700 GENERAL MANAGER'S RECOMMENDATION A. Approve Master Contracts for providing maintenance and repair services, Specification No. S-2015-700, for a one-year period effective December 1, 2015 through November 30, 2016, with two (2)one-year renewal options, in accordance with Ordinance OCSD-47, Section 2.03 (H), with the following 7 qualified firms, for bids less than $100,000: 1. J.R. Filanc Construction Company 2. Charles King Company 3. W.A. Rasic Construction Company, Inc. 4. Jamison Engineering Contractors, Inc. 5. United Riggers and Erectors, Inc. 6. SS Mechanical Corp. 7. O'Connell Engineering & Construction Inc. B. Authorize the General Manager to add or delete firms as necessary to maintain a qualified base of up to 7 firms in accordance to Request for Qualifications Specification No. S-2015-700. SUMMARY The intent of this procurement is to have OCSD enter into a one-year contract with up to two—one year renewal options, with up to seven qualified firms to perform maintenance & repair services on a task-order basis. The objective of the Maintenance & Repair Services Program is to provide a procurement process that allows OCSD to "fast track" repair services in order to expedite repair work needed on critical OCSD owned/operated wastewater/facility assets.These master contracts will also benefit OCSD in having ready access and agreed upon response terms for urgent and emergency repairs. Maintenance and Repair Projects that are estimated to cost over $100,000 (including change orders) will undergo the normal procurement process (i.e., design/bid/award/build), including Operations/Board Committee approval pursuant to the District's Purchasing Ordinance. PRIOR COMMITTEE/BOARD ACTIONS None. Page 1 of 3 ADDITIONAL INFORMATION In 2013, District staff determined that a program to 'fast track" facility maintenance and repairs services would improve the District's efficiency and effectiveness, as well as reduce risks to OCSD's wastewater operations. An expeditious procurement process of managing facility maintenance and repair services in support of the Orange County Sanitation District (OCSD)wastewater operations is a critical part of the services that the District needs to provide in order to protect public health and the environment. The objective of this Maintenance & Repair Services Program is to have OCSD enter into a one-year contract with up to two—one year renewal options, with seven qualified firms to perform maintenance & repair services on a task-order basis. This procurement is not intended to operate on a rotational basis. The successful Contractors selected from the Request for Qualification (RFQ) process will be offered the opportunity to bid on individual Task Orders. Task Orders will be awarded to the lowest responsive bidder. Task Orders will vary in cost up to $100,000, in accordance with Ordinance OCSD-47, Section 2.03 (H). On May 1, 2015, through the RFQ process, the District solicited Statements of Qualifications (SOQs)from 592 qualified Contractors via the OCSD's Bids Online system and the Orange County Register. On July 28, 2015, the District received 12 SOQ's from the following Contractors: 1. J.R. Filanc Construction Company 2. Charles King Company 3. W.A. Rasic Construction Company, Inc. 4. Jamison Engineering Contractors, Inc. 5. United Riggers and Erectors, Inc. 6. SS Mechanical Corp. 7. O'Connell Engineering & Construction Inc. 8. Shimmick Construction Company, Inc. 9. Paulus Engineering, Inc. 10.Amtek Construction 11.Downstream Services, Inc. 12.Recon Engineering & Construction, Inc. The 12� Contractor, Recon Engineering and Construction, did not submit an SOQ. As a result, the 12'" Contractor did not comply with the requirements of the RFQ, and was rendered non-responsive. The remaining 11 Contractors were evaluated on a pass/fail basis as required per the RFQ, based on the following two categories: 1)financial history, and 2)safety record. Each of the 11 Contractor's financial history and safety records were evaluated pursuant to the criteria established in the RFQ and all 11 Contractors were deemed responsive. A three-member panel reviewed, evaluated, and ranked the 11 responsive Contractor's SOQ's based upon the following three categories: 1) qualifications of the firm, related experience and references, 2) staff qualifications, and resumes, and 3) related Page 2 of 3 maintenance & repair services experience. Staff reviewed and ranked the proposals on August 25, 2015 and the following table summarizes the results of the rankings: RANKING RESULTS TOTAL COMPANY POINTS RANK J.R. Filanc Construction Company 876.67 1 Charles King Company 833.33 2 W.A. Rasic Construction Company, Inc. 826.67 3 Jamison Engineering Contractors, Inc. 776.67 4 United Riggers and Erectors, Inc. 716.67 5 SS Mechanical Corp. 686.67 6 O'Connell Engineering & Construction Inc. 673.33 7 Shimmick Construction Company, Inc. 550 8 Paulus Engineering, Inc. 440 9 Amtek Construction 406.67 10 Downstream Services, Inc. 293.33 11 Staff recommends approval of seven (7) Master Contracts for providing maintenance and repair services, Specification No. S-2015-700, for a one-year period effective December 1, 2015 through November 30, 2016, with two (2) one-year renewal options, in accordance with Ordinance OCSD-47, Section 2.03 (H), with the 7 top ranked aforementioned firms. Staff also recommends authorization of the General Manager to add or delete firms as necessary to maintain a qualified base of up to 7 firms in accordance to Request for Qualifications Specification No. S-2015-700. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the District's Purchasing Ordinance. ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: (7) Master Contracts Page 3 of RETURN TO AGENDA MASTER SERVICE CONTRACT Maintenance & Repair Services Specification No. S-2015-700-1 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 J.R. Filanc Construction Company with a principal business at 740 North Andreasen Drive, Escondido, CA 92029 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS,OCSD desires to retain the services of Contractorfor Maintenance&Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47 and WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments 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 Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 1 of 17 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Contract Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Individual Task Order Bids, inclusive of: Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order (s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 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. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.11 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. Payments 2.1 Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the services. OCSD, at its sole discretion, shall be the determining party as to whether all work has been satisfactorily completed. Orange County Sanitation District Master Contract Specification No. 5-2015-700-1 Conformed Contract 2 of 17 RETURN TO AGENDA Monthly: OCSD shall pay monthly for services rendered. OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018, Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. 3. Invoices 3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APSIaff(&OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number. 4. 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. 5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 6. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time.All modifications must be made in writing and signed by both Parties. 7. Contract Term The Services provided under this Contract shall commence on December 1, 2015 and continue through completion of all services required under all awarded Task Order Bids. 6. Renewals 6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 3 of 17 9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specked herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or K the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Contract and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Contract. However, if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Contract, and if it serves such notice of its intent to take over and perform the Contract and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions section entitled Task Order Bid Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Contract. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such Orange County Sanitation District Master Contract Specification No. 5-2015-700-1 Conformed Contract 4 of 17 RETURN TO AGENDA assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surely within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. 9.3 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 10. Bonds Contractor shall, before entering into the performance of any Task Order awarded underthis contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order 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 Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the fife 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 Attachment"C"). Contractor shall not commence work under Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 5 of 17 this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 12. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially- imposed penalties orjudgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports,surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them Orange County Sanitation District Master Contract Specification No. 5-2015-700-1 Conformed Contract 6 of 17 RETURN TO AGENDA may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional 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", which are incorporated herein by reference as if fully set forth in this Master Services Contract. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 7 of 17 Order. If this Section 15. "Delay and Liquidated Damages; is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 17. Freinht(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. 16. Familiarity with Services By executing this Contract, Contractor warrants that: 1)it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements. 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. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 23. Governing Law This Contract shall be governed by and interpreted under the laws of the Slate 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 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 Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 8 of 17 RETURN TO AGENDA rights to seek remedies available to it for any subsequent breach. 25. 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 task order 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 Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 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 Contract, 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 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. 26. 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 provision of this Contract, or any Contract 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 9 of 17 31. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 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, or for breach of any obligation for the terms of this Contract. 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, inclusive of Task Order Bids 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 Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor that the Contractor will receive an equal number of task orders as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 39.1 Each Task Order will be limited to no greater than $100,000. 39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed scope of services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid 39.4 The Request for Task Order Bid will identify the project, location of the work, and other general and special requirements. 39.5 All Task Order Bids will be lump sum. Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 10 of 17 RETURN TO AGENDA 39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code Section 4104. 39.7 Payment terms will be specified in each Request for Task Order Bid. 39.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved by OCSD. 39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 39.11 Changes to the Task Order services shall be made in accordance with Master Contract Attachment"B" General Conditions. 40. Task Order Bid Protest Procedures This Section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement,whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1)on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 11 of 17 • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 12 of 17 RETURN TO AGENDA OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractor prior to TOB submittal. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractor through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to PurchasinGna.ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]—Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail)at PurchasinGna.00SD.com no later than 4:00 p.m. (Pacific Time zone) on the third (V )day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s)of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 13 of 17 f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor may submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a).00SD.com no later than 4:00 p.m. (Pacific Time zone) within three (3)days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3)a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 14 of 17 RETURN TO AGENDA evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by District staff, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedv In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 15 of 17 G. Least Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90" day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys'fees, to the fullest extent permitted by law. 41. 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: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: J.R. Filanc Construction Company 740 North Andreasen Drive Escondido, CA 92029 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 16 of 17 RETURN TO AGENDA IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Contract Specification No. S-2015-700-1 Conformed Contract 17 of 17 MASTER SERVICE CONTRACT Maintenance & Repair Services Specification No. S-2015-700-2 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 Charles King Company with a principal business at 2841 Gardena Avenue, Signal Hill, CA 90755 (hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS,OCSD desires to retain the services of Contractorfor Maintenance&Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47 and WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments 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 Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 1 of 17 RETURN TO AGENDA 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Contract Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Individual Task Order Bids, inclusive of: Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order (s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 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. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.11 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. Payments 2.1 Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the services. OCSD, at its sole discretion, shall be the determining party as to whether all work has been satisfactorily completed. Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 2 of 17 Monthly: OCSD shall pay monthly for services rendered. OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018, Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. 3. Invoices 3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APSIaff(&OCSD.wm and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number. 4. 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. 5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 6. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time.All modifications must be made in writing and signed by both Parties. 7. Contract Term The Services provided under this Contract shall commence on December 1, 2015 and continue through completion of all services required under all awarded Task Order Bids. 6. Renewals 6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 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 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. Orange County Sanitation District Master Contract Specification No. 5-2015-700-2 Conformed Contract 3 of 17 RETURN TO AGENDA 9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specked herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or K the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Contract and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Contract. However, if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Contract, and if it serves such notice of its intent to take over and perform the Contract and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions section entitled Task Order Bid Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Contract. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 4 of 17 assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surely within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. 9.3 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 10. Bonds Contractor shall, before entering into the performance of any Task Order awarded underthis contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order 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 Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the fife 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 Attachment"C"). Contractor shall not commence work under Orange County Sanitation District Master Contract Specification No. 5-2015-700-2 Conformed Contract 5 of 17 RETURN TO AGENDA this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 12. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially- imposed penalties orjudgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports,surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 6 of 17 may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional 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", which are incorporated herein by reference as if fully set forth in this Master Services Contract. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 7 of 17 RETURN TO AGENDA Order. If this Section 15. "Delay and Liquidated Damages; is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 17. Freinht(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. 16. Familiarity with Services By executing this Contract, Contractor warrants that: 1)it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements. 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. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 23. Governing Law This Contract shall be governed by and interpreted under the laws of the Slate 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 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 Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 8 of 17 rights to seek remedies available to it for any subsequent breach. 25. 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 task order 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 Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 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 Contract, 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 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. 26. 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 provision of this Contract, or any Contract 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 9 of 17 RETURN TO AGENDA 31. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 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, or for breach of any obligation for the terms of this Contract. 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, inclusive of Task Order Bids 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 Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor that the Contractor will receive an equal number of task orders as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 39.1 Each Task Order will be limited to no greater than $100,000. 39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed scope of services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid 39.4 The Request for Task Order Bid will identify the project, location of the work, and other general and special requirements. 39.5 All Task Order Bids will be lump sum. Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 10 of 17 39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code Section 4104. 39.7 Payment terms will be specified in each Request for Task Order Bid. 39.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved by OCSD. 39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 39.11 Changes to the Task Order services shall be made in accordance with Master Contract Attachment"B" General Conditions. 40. Task Order Bid Protest Procedures This Section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement,whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1)on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 11 of 17 RETURN TO AGENDA • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 12 of 17 OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractor prior to TOB submittal. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractor through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasinana.ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]—Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail)at Purchasinana.00SD.com no later than 4:00 p.m. (Pacific Time zone) on the third (V )day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s)of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 13 of 17 RETURN TO AGENDA f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor may submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a).00SD.com no later than 4:00 p.m. (Pacific Time zone) within three (3)days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3)a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 14 of 17 evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by District staff, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedv In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. Orange County Sanitation District Master Contract Specification No. 5-2015-700-2 Conformed Contract 15 of 17 RETURN TO AGENDA G. Legal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90" day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys'fees, to the fullest extent permitted by law. 41. 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: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Charles King Company 2841 Gardena Avenue Signal Hill, CA 90755 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 16 of 17 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Contract Specification No. S-2015-700-2 Conformed Contract 17 of 17 RETURN TO AGENDA MASTER SERVICE CONTRACT Maintenance & Repair Services Specification No. S-2015.700.03 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 W.A. Rasic Construction Company, Inc. with a principal business at 4150 Long Beach, CA Long Beach, CA 90807 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS,OCSD desires to retain the services of Contractor for Maintenance&Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47 and WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments 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 Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 1 of 17 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Contract Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Individual Task Order Bids, inclusive of: Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order (s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 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. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.11 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. Payments 2.1 Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the services. OCSD, at its sole discretion, shall be the determining party as to whether all work has been satisfactorily completed. Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 2 of 17 RETURN TO AGENDA Monthly: OCSD shall pay monthly for services rendered. OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018, Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. 3. Invoices 3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APSIaff(&OCSD.wm and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number. 4. 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. 5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 6. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time.All modifications must be made in writing and signed by both Parties. 7. Contract Term The Services provided under this Contract shall commence on December 1, 2015 and continue through completion of all services required under all awarded Task Order Bids. 6. Renewals 6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 3 of 17 9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specked herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or K the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Contract and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Contract. However, if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Contract, and if it serves such notice of its intent to take over and perform the Contract and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions section entitled Task Order Bid Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Contract. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such Orange County Sanitation District Master Contract Specification No. 5-2015-700-3 Conformed Contract 4 of 17 RETURN TO AGENDA assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surely within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. 9.3 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 10. Bonds Contractor shall, before entering into the performance of any Task Order awarded underthis contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order 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 Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the fife 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 Attachment"C"). Contractor shall not commence work under Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 5 of 17 this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 12. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially- imposed penalties orjudgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports,surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them Orange County Sanitation District Master Contract Specification No. 5-2015-700-3 Conformed Contract 6 of 17 RETURN TO AGENDA may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional 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", which are incorporated herein by reference as if fully set forth in this Master Services Contract. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 7 of 17 Order. If this Section 15. "Delay and Liquidated Damages; is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 17. Freinht(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. 16. Familiarity with Services By executing this Contract, Contractor warrants that: 1)it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements. 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. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 23. Governing Law This Contract shall be governed by and interpreted under the laws of the Slate 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 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 Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 8 of 17 RETURN TO AGENDA rights to seek remedies available to it for any subsequent breach. 25. 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 task order 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 Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 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 Contract, 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 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. 26. 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 provision of this Contract, or any Contract 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 9 of 17 31. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 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, or for breach of any obligation for the terms of this Contract. 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, inclusive of Task Order Bids 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 Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor that the Contractor will receive an equal number of task orders as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 39.1 Each Task Order will be limited to no greater than $100,000. 39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed scope of services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid 39.4 The Request for Task Order Bid will identify the project, location of the work, and other general and special requirements. 39.5 All Task Order Bids will be lump sum. Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 10 of 17 RETURN TO AGENDA 39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code Section 4104. 39.7 Payment terms will be specified in each Request for Task Order Bid. 39.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved by OCSD. 39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 39.11 Changes to the Task Order services shall be made in accordance with Master Contract Attachment"B" General Conditions. 40. Task Order Bid Protest Procedures This Section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement,whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1)on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 11 of 17 • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 12 of 17 RETURN TO AGENDA OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractor prior to TOB submittal. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractor through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to PurchasinGna.ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]—Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail)at PurchasinGna.00SD.com no later than 4:00 p.m. (Pacific Time zone) on the third (V )day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s)of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 13 of 17 f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor may submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a).00SD.com no later than 4:00 p.m. (Pacific Time zone) within three (3)days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3)a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 14 of 17 RETURN TO AGENDA evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by District staff, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedv In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 15 of 17 G. Least Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90" day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys'fees, to the fullest extent permitted by law. 41. 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: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: W.A. Rasic Construction Company, Inc. 4150 Long Beach Blvd. Long Beach, CA 90807 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 16 of 17 RETURN TO AGENDA IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Contract Specification No. S-2015-700-3 Conformed Contract 17 of 17 MASTER SERVICE CONTRACT Maintenance & Repair Services Specification No. S-2015-700-4 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 Jamison Engineering Contractors, Inc. with a principal business at 2525 South Yale Street, Santa Ana, CA 92704 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS,OCSD desires to retain the services of Contractorfor Maintenance&Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47 and WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments 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 Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 1 of 17 RETURN TO AGENDA 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Contract Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Individual Task Order Bids, inclusive of: Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order (s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 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. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.11 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. Payments 2.1 Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the services. OCSD, at its sole discretion, shall be the determining party as to whether all work has been satisfactorily completed. Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 2 of 17 Monthly: OCSD shall pay monthly for services rendered. OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018, Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. 3. Invoices 3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APSIaff(&OCSD.wm and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number. 4. 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. 5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 6. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time.All modifications must be made in writing and signed by both Parties. 7. Contract Term The Services provided under this Contract shall commence on December 1, 2015 and continue through completion of all services required under all awarded Task Order Bids. 6. Renewals 6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 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 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. Orange County Sanitation District Master Contract Specification No. 5-2015-700-4 Conformed Contract 3 of 17 RETURN TO AGENDA 9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specked herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or K the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Contract and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Contract. However, if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Contract, and if it serves such notice of its intent to take over and perform the Contract and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions section entitled Task Order Bid Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Contract. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 4 of 17 assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surely within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. 9.3 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 10. Bonds Contractor shall, before entering into the performance of any Task Order awarded underthis contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order 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 Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the fife 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 Attachment"C"). Contractor shall not commence work under Orange County Sanitation District Master Contract Specification No. 5-2015-700-4 Conformed Contract 5 of 17 RETURN TO AGENDA this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 12. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially- imposed penalties orjudgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports,surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 6 of 17 may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional 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", which are incorporated herein by reference as if fully set forth in this Master Services Contract. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 7 of 17 RETURN TO AGENDA Order. If this Section 15. "Delay and Liquidated Damages; is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 17. Freinht(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. 16. Familiarity with Services By executing this Contract, Contractor warrants that: 1)it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements. 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. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 23. Governing Law This Contract shall be governed by and interpreted under the laws of the Slate 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 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 Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 8 of 17 rights to seek remedies available to it for any subsequent breach. 25. 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 task order 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 Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 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 Contract, 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 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. 26. 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 provision of this Contract, or any Contract 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 9 of 17 RETURN TO AGENDA 31. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 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, or for breach of any obligation for the terms of this Contract. 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, inclusive of Task Order Bids 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 Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor that the Contractor will receive an equal number of task orders as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 39.1 Each Task Order will be limited to no greater than $100,000. 39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed scope of services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid 39.4 The Request for Task Order Bid will identify the project, location of the work, and other general and special requirements. 39.5 All Task Order Bids will be lump sum. Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 10 of 17 39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code Section 4104. 39.7 Payment terms will be specified in each Request for Task Order Bid. 39.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved by OCSD. 39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 39.11 Changes to the Task Order services shall be made in accordance with Master Contract Attachment"B" General Conditions. 40. Task Order Bid Protest Procedures This Section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement,whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1)on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 11 of 17 RETURN TO AGENDA • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 12 of 17 OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractor prior to TOB submittal. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractor through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasinana.ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]—Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail)at Purchasinana.00SD.com no later than 4:00 p.m. (Pacific Time zone) on the third (V )day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s)of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 13 of 17 RETURN TO AGENDA f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor may submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a).00SD.com no later than 4:00 p.m. (Pacific Time zone) within three (3)days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3)a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 14 of 17 evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by District staff, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedv In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. Orange County Sanitation District Master Contract Specification No. 5-2015-700-4 Conformed Contract 15 of 17 RETURN TO AGENDA G. Legal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90" day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys'fees, to the fullest extent permitted by law. 41. 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: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Jamison Engineering Contractors, Inc. 2525 South Yale Street Santa Ana, CA 92704 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 16 of 17 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Contract Specification No. S-2015-700-4 Conformed Contract 17 of 17 RETURN TO AGENDA MASTER SERVICE CONTRACT Maintenance & Repair Services Specification No. S-2015-700-5 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 United Riggers and Erectors, Inc. with a principal business at 4188 Valley Boulevard, Walnut, CA 91789 (hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS,OCSD desires to retain the services of Contractorfor Maintenance&Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47 and WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments 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 Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 1 of 17 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Contract Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Individual Task Order Bids, inclusive of: Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order (s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 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. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.11 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. Payments 2.1 Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the services. OCSD, at its sole discretion, shall be the determining party as to whether all work has been satisfactorily completed. Orange County Sanitation District Master Contract Specification No. 5-2015-700-5 Conformed Contract 2 of 17 RETURN TO AGENDA Monthly: OCSD shall pay monthly for services rendered. OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018, Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. 3. Invoices 3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APSIaff(&OCSD.wm and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number. 4. 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. 5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 6. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time.All modifications must be made in writing and signed by both Parties. 7. Contract Term The Services provided under this Contract shall commence December 1, 2015 and continue through completion of all services required under all awarded Task Order Bids. 6. Renewals 6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 3 of 17 9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specked herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or K the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Contract and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Contract. However, if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Contract, and if it serves such notice of its intent to take over and perform the Contract and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions section entitled Task Order Bid Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Contract. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such Orange County Sanitation District Master Contract Specification No. 5-2015-700-5 Conformed Contract 4 of 17 RETURN TO AGENDA assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surely within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. 9.3 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 10. Bonds Contractor shall, before entering into the performance of any Task Order awarded underthis contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order 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 Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the fife 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 Attachment"C"). Contractor shall not commence work under Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 5 of 17 this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 12. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially- imposed penalties orjudgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports,surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them Orange County Sanitation District Master Contract Specification No. 5-2015-700-5 Conformed Contract 6 of 17 RETURN TO AGENDA may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional 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", which are incorporated herein by reference as if fully set forth in this Master Services Contract. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 7 of 17 Order. If this Section 15. "Delay and Liquidated Damages; is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 17. Freinht(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. 16. Familiarity with Services By executing this Contract, Contractor warrants that: 1)it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements. 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. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 23. Governing Law This Contract shall be governed by and interpreted under the laws of the Slate 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 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 Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 8 of 17 RETURN TO AGENDA rights to seek remedies available to it for any subsequent breach. 25. 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 task order 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 Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 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 Contract, 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 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. 26. 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 provision of this Contract, or any Contract 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 9 of 17 31. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 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, or for breach of any obligation for the terms of this Contract. 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, inclusive of Task Order Bids 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 Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor that the Contractor will receive an equal number of task orders as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 39.1 Each Task Order will be limited to no greater than $100,000. 39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed scope of services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid 39.4 The Request for Task Order Bid will identify the project, location of the work, and other general and special requirements. 39.5 All Task Order Bids will be lump sum. Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 10 of 17 RETURN TO AGENDA 39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code Section 4104. 39.7 Payment terms will be specified in each Request for Task Order Bid. 39.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved by OCSD. 39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 39.11 Changes to the Task Order services shall be made in accordance with Master Contract Attachment"B" General Conditions. 40. Task Order Bid Protest Procedures This Section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement,whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1)on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 11 of 17 • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 12 of 17 RETURN TO AGENDA OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractor prior to TOB submittal. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractor through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to PurchasinGna.ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]—Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail)at PurchasinGna.00SD.com no later than 4:00 p.m. (Pacific Time zone) on the third (V )day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s)of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 13 of 17 f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor may submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a).00SD.com no later than 4:00 p.m. (Pacific Time zone) within three (3)days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3)a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 14 of 17 RETURN TO AGENDA evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by District staff, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedv In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 15 of 17 G. Least Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90" day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys'fees, to the fullest extent permitted by law. 41. 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: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: United Riggers and Erectors, Inc. 4188 Valley Boulevard Walnut, CA 91789 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 16 of 17 RETURN TO AGENDA IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Contract Specification No. S-2015-700-5 Conformed Contract 17 of 17 MASTER SERVICE CONTRACT Maintenance & Repair Services Specification No. S-2015-700-6 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 SS Mechanical Corp. with a principal business at 17631 Metzler Lane, Huntington Beach, CA 92647 (hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS,OCSD desires to retain the services of Contractorfor Maintenance&Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47 and WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments 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 Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 1 of 17 RETURN TO AGENDA 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Contract Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Individual Task Order Bids, inclusive of: Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order (s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 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. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.11 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. Payments 2.1 Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the services. OCSD, at its sole discretion, shall be the determining party as to whether all work has been satisfactorily completed. Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 2 of 17 Monthly: OCSD shall pay monthly for services rendered. OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018, Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. 3. Invoices 3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APSIaff(&OCSD.wm and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number. 4. 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. 5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 6. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time.All modifications must be made in writing and signed by both Parties. 7. Contract Term The Services provided under this Contract shall commence on December 1, 2015 and continue through completion of all services required under all awarded Task Order Bids. 6. Renewals 6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 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 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. Orange County Sanitation District Master Contract Specification No. 5-2015-700-6 Conformed Contract 3 of 17 RETURN TO AGENDA 9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specked herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or K the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Contract and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Contract. However, if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Contract, and if it serves such notice of its intent to take over and perform the Contract and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions section entitled Task Order Bid Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Contract. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 4 of 17 assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surely within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. 9.3 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 10. Bonds Contractor shall, before entering into the performance of any Task Order awarded underthis contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order 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 Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the fife 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 Attachment"C"). Contractor shall not commence work under Orange County Sanitation District Master Contract Specification No. 5-2015-700-6 Conformed Contract 5 of 17 RETURN TO AGENDA this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 12. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially- imposed penalties orjudgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports,surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 6 of 17 may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional 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", which are incorporated herein by reference as if fully set forth in this Master Services Contract. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 7 of 17 RETURN TO AGENDA Order. If this Section 15. "Delay and Liquidated Damages; is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 17. Freinht(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. 16. Familiarity with Services By executing this Contract, Contractor warrants that: 1)it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements. 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. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 23. Governing Law This Contract shall be governed by and interpreted under the laws of the Slate 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 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 Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 8 of 17 rights to seek remedies available to it for any subsequent breach. 25. 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 task order 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 Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 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 Contract, 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 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. 26. 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 provision of this Contract, or any Contract 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 9 of 17 RETURN TO AGENDA 31. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 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, or for breach of any obligation for the terms of this Contract. 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, inclusive of Task Order Bids 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 Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor that the Contractor will receive an equal number of task orders as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 39.1 Each Task Order will be limited to no greater than $100,000. 39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed scope of services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid 39.4 The Request for Task Order Bid will identify the project, location of the work, and other general and special requirements. 39.5 All Task Order Bids will be lump sum. Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 10 of 17 39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code Section 4104. 39.7 Payment terms will be specified in each Request for Task Order Bid. 39.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved by OCSD. 39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 39.11 Changes to the Task Order services shall be made in accordance with Master Contract Attachment"B" General Conditions. 40. Task Order Bid Protest Procedures This Section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement,whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1)on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 11 of 17 RETURN TO AGENDA • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 12 of 17 OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractor prior to TOB submittal. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractor through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasinana.ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]—Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail)at Purchasinana.00SD.com no later than 4:00 p.m. (Pacific Time zone) on the third (V )day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s)of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 13 of 17 RETURN TO AGENDA f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor may submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a).00SD.com no later than 4:00 p.m. (Pacific Time zone) within three (3)days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3)a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 14 of 17 evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by District staff, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedv In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. Orange County Sanitation District Master Contract Specification No. 5-2015-700-6 Conformed Contract 15 of 17 RETURN TO AGENDA G. Legal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90" day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys'fees, to the fullest extent permitted by law. 41. 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: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: SS Mechanical Corp. 17631 Metzler Lane Huntington Beach, CA 92647 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 16 of 17 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Contract Specification No. S-2015-700-6 Conformed Contract 17 of 17 RETURN TO AGENDA MASTER SERVICE CONTRACT Maintenance & Repair Services Specification No. S-2015-700-7 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 O'Connell Engineering & Construction, Inc. with a principal business at 36572 Deauville Road, Winchester, CA 92596 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS,OCSD desires to retain the services of Contractorfor Maintenance&Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47 and WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments 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 Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 1 of 17 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Contract Master Contract Attachment"B" General Conditions Master Contract Attachment"C" Acknowledgement of Insurance Requirements Individual Task Order Bids, inclusive of: Task Order Attachment A-1 Summary of Work and Technical Specifications Task Order Attachment A-2 Special Requirements Task Order Attachment A-3 Plans and Drawings Task Order Attachment A-4 Not Used Task Order Attachment A-5 Stormwater Requirements Master Contract Attachment"A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order (s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 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. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.11 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. Payments 2.1 Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the services. OCSD, at its sole discretion, shall be the determining party as to whether all work has been satisfactorily completed. Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 2 of 17 RETURN TO AGENDA Monthly: OCSD shall pay monthly for services rendered. OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018, Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. 3. Invoices 3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APSIaff(&OCSD.wm and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number. 4. 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. 5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 6. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time.All modifications must be made in writing and signed by both Parties. 7. Contract Term The Services provided under this Contract shall commence on December 1, 2015 and continue through completion of all services required under all awarded Task Order Bids. 6. Renewals 6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 3 of 17 9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specked herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or K the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Contract and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Contract. However, if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Contract, and if it serves such notice of its intent to take over and perform the Contract and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions section entitled Task Order Bid Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Contract. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such Orange County Sanitation District Master Contract Specification No. 5-2015-700-7 Conformed Contract 4 of 17 RETURN TO AGENDA assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surely within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. 9.3 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 10. Bonds Contractor shall, before entering into the performance of any Task Order awarded underthis contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order 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 Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the fife 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 Attachment"C"). Contractor shall not commence work under Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 5 of 17 this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 12. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially- imposed penalties orjudgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports,surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them Orange County Sanitation District Master Contract Specification No. 5-2015-700-7 Conformed Contract 6 of 17 RETURN TO AGENDA may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional 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", which are incorporated herein by reference as if fully set forth in this Master Services Contract. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 7 of 17 Order. If this Section 15. "Delay and Liquidated Damages; is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 17. Freinht(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. 16. Familiarity with Services By executing this Contract, Contractor warrants that: 1)it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements. 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. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 23. Governing Law This Contract shall be governed by and interpreted under the laws of the Slate 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 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 Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 8 of 17 RETURN TO AGENDA rights to seek remedies available to it for any subsequent breach. 25. 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 task order 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 Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 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 Contract, 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 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. 26. 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 provision of this Contract, or any Contract 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 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. Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 9 of 17 31. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 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, or for breach of any obligation for the terms of this Contract. 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, inclusive of Task Order Bids 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 Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor that the Contractor will receive an equal number of task orders as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 39.1 Each Task Order will be limited to no greater than $100,000. 39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed scope of services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid 39.4 The Request for Task Order Bid will identify the project, location of the work, and other general and special requirements. 39.5 All Task Order Bids will be lump sum. Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 10 of 17 RETURN TO AGENDA 39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code Section 4104. 39.7 Payment terms will be specified in each Request for Task Order Bid. 39.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved by OCSD. 39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 39.11 Changes to the Task Order services shall be made in accordance with Master Contract Attachment"B" General Conditions. 40. Task Order Bid Protest Procedures This Section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement,whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1)on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 11 of 17 • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 12 of 17 RETURN TO AGENDA OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractor prior to TOB submittal. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractor through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to PurchasinGna.ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]—Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail)at PurchasinGna.00SD.com no later than 4:00 p.m. (Pacific Time zone) on the third (V )day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s)of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 13 of 17 f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor may submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a).00SD.com no later than 4:00 p.m. (Pacific Time zone) within three (3)days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3)a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 14 of 17 RETURN TO AGENDA evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by District staff, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedv In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 15 of 17 G. Least Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90" day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys'fees, to the fullest extent permitted by law. 41. 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: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: O'Connell Engineering & Construction, Inc. 36572 Deauville Road Winchester, CA 92596 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 16 of 17 RETURN TO AGENDA IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Contract Specification No. S-2015-700-7 Conformed Contract 17 of 17 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 10/07/15 lB/ze/15 AGENDA REPORT Item Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: NEWPORT FORCE MAIN REHABILITATION, PROJECT NO. 5-60 GENERAL MANAGER'S RECOMMENDATION A. Approve a project budget increase of $5,913,000, for a total project budget of $64,000,000 for Newport Force Main Rehabilitation, Project No. 5-60; and B. Approve a contingency increase of$3,671,500 (10%)to the construction contract with Kiewit Infrastructure West Company for Newport Force Main Rehabilitation, Project No. 5-60, for a total contingency of$11,014,500 (30%). SUMMARY The purpose of this project is to rehabilitate and upsize the Newport Force Main system located on Pacific Coast Highway in Newport Beach between the Bitter Point Pump Station and Dover Drive. Rehabilitation is necessary because the Newport Force Main system is more than 50 years old and has experienced multiple structural failures due to corrosion since 1984. The project will correct the wet weather hydraulic deficiency of the Newport Force Main system and extend the life another 50 years. More than half of the force main system will be renewed using trenchless construction techniques rather than an open cut trench method to minimize impacts to the community, businesses, tourism, and the environment. The project is being conducted in two phases to avoid traffic impacts on Pacific Coast Highway during the busy summer months. Phase 1 was completed in May 2015. Phase 2 began September 9, 2015. The Orange County Sanitation District (OCSD), City of Newport Beach, and Caltrans staff are working to resolve requests to change working hours from that approved by the City and Caltrans prior to bidding this work. These changes have the potential to result in additional construction costs, increased construction risks, and delays. Schedule impacts are critical because all Phase 2 work must be completed by May 2016. There are also some outstanding issues from Phase 1 that are likely to impact the remaining construction contingency. Following are some of the more significant costs impacts that are currently forecasted: • Lining the east force main discharging from the Lido Pump Station. The west force main was found to have been badly corroded during Phase 1 and required relining. The assumption is that the same will be found to be true for the east force main during Phase 2. Page 1 of 3 • Based on the complexities of construction and traffic impacts, staff time required during Phase 1 was much higher than anticipated, and is also likely to be higher than originally estimated during Phase 2. • The City of Newport Beach and Caltrans have requested reimbursement for permitting costs that exceed the amount already paid for the project.The additional permitfees are a result of additional inspection required bythe respective agencies under Phase 1. • Cumulative cost impacts resulting from changed work conditions imposed under Phase 1 construction were incurred to complete the work by the May, 2015 deadline. These changed work conditions were primarily traffic control restrictions that differed from the agreed upon contractual restrictions that helped traffic impacts, but hurt productivity. These cost claims are significantly higher than originally anticipated and are currently being negotiated with the Contractor. • Construction testing services required during Phase 1 work were in excess of the budget initially allocated for the project and the budget will need to be increased for Phase 2. • Community outreach efforts continue to be significant for this project and additional budget will be needed to support the Phase 2 work. This includes staff time, as well as outside consultant services which are separate from the construction contract. • Staff is requesting this additional funding and contract authority to keep the project moving. If new unanticipated obstacles are encountered, it is advantageous to keep the project moving rather than stopping work while seeking additional funding or contract authority. Staff have approved five change orders to Kiewit Infrastructure West Company, to date, with a value of$4,318,050. PRIOR COMMITTEE/BOARD ACTIONS July 2015 — Approved a project contingency increase of $1,399,597 for a total contingency of$9,011,615,for a total project budget of$58,087,000, as part of the annual budget increase. May 2015—Approved a project budget increase of$4,471,403, for a total project budget of $56,687,403, approved construction contingency increase of$4,038,650 (11%), for a total contingency of $7,343,000 (20%), and approved Amendment No. 3 to the Professional Consultant Services Agreement with Brown & Caldwell for $423,753 to perform construction services for the Newport Force Main Rehabilitation, Project No. 5-60. Page 2 of 3 January 2015 — Approved Amendment No. 1 to the Professional Consultant Services Agreement with Brown & Caldwell for engineering services for Newport Force Main Rehabilitation, Project No. 5-60, in the amount of $251,610, increasing the total amount not to exceed $2,483,535. April 2014 — Approved a Professional Consultant Services Agreement with Brown & Caldwell for engineering services for Newport Force Main Rehabilitation, Project No. 5-60, for an amount not to exceed $2,231,925, and approved a contingency of$178,554 (8%). March 2014 - Awarded a Construction Contract to Kiewit Infrastructure West Company for a total amount not to exceed $36,715,000, and approved a contingency of$3,304,350 (9%). BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Budget Update FY 2015-16, Section A-7) and this action increases the budget. Below are the current Contract amounts as of September 10, 2015. Date of ADDroval Contract Amount Continaencv Kiewit 03/26/15 $36,715,000 $ 3,304,350 ( 9%) 05/27/15 $36,715,000 $ 7,343,000 (20%) 10/28/15 $36,715,000 $11,014,500 (30%) Brown &Caldwell 04/23/14 $ 2,231,925 $ 178,554 ( 8%) 01/28/15(Amend 1 —Board) $ 2,483,535 $ 178,554 (7.2%) 05/27/15(Amend 3—Board) $ 3,071,639 $ 23,289 (0.8%) ATTACHMENT N/A DC:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBA.Of Dir. 10/07/15 10fts/15 AGENDA REPORT ern Number Item Number 7 Orange County Sanitation District FROM: James D Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION Designate the southwest corner of Plant No. 1 for the location for the Administration Building and Laboratory Building as the preferred alternative for CEQA evaluation under the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. SUMMARY In June 2015, an Administrative Facilities Implementation Plan was completed that described the facilities, sequencing and costs associated with constructing new buildings at Plant No. 1. In the same month and based on that Plan, the Board approved a new project and budget for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. In June 2015, Orange County Transportation Authority (OCTA) presented an informational item to the Operations Committee regarding the 1-405 Widening Project which includes the new southbound onramp from Ellis Avenue. They proposed closing the existing main entry to Plant No. 1 to accommodate the onramp and creating a new entry at Pacific Avenue. These changes would directly impact the Headquarters Complex before, during, and after construction. At staffs direction, the Administrative Facilities Implementation Plan consultant, HDR Architecture, Inc. (HDR), evaluated four alternatives for siting the Administration Building and Laboratory with the new entry location information. Based on the results of the evaluation, staff recommends the Headquarters Complex, including the main Administration Building and Laboratory, be constructed in the southwest area of Plant No. 1 along with necessary site and security improvements. PRIOR COMMITTEE/BOARD ACTIONS June 2015 — Established new project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 June 2014 —Approved a Professional Design Services Agreement with HDR to provide engineering design services for Administrative Facilities Implementation Planning, Project No. SP-194, for an amount not to exceed $729,597. Page 1 of 3 November 2013 — Established a budget for Administrative Facilities Implementation Planning, Project No. SPA94. October 2013 — Staff presented an overview of the administrative facilities and their need for rehabilitation or replacement. ADDITIONAL INFORMATION In June 2014, the Board of Director's authorized an Administrative Facilities Implementation Plan to be developed by HDR that would develop a more detailed plan and estimate for replacement of the Administration Building, Human Resources Building, Laboratory, Purchasing Building, Fleet Services Buildings, and multiple office trailers at Plant No. 1. HDR created an Implementation Plan that considers the Orange County Sanitation District (Sanitation District) staffing structure, existing site, security limitations, public access, and logistical considerations. The proposed project would construct a three- story Administration Building, a two-story Laboratory, a two-story connection piece between the Administration Building and Laboratory, a Fleet Services Shop, and a fleet vehicles parking area, as well as associated security improvements and site work. In June 2015, the Board of Directors established the project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, based on the results of the Administrative Facilities Implementation Plan (AFIP). The AFIP located the new Administrative and Laboratory complex in the north area of the plant adjacent to the existing Administration and Laboratory buildings, and on the site of the existing Fleet Shop and Human Resources building. During the development of the AFIP, OCTA continued development of the Caltrans 1-405 Widening Project. They approached the Sanitation District with a request to relocate the Plant No. 1 main entrance to provide an improved Ellis Avenue freeway onramp design at a lower construction cost. This improved ramp design also encroaches less on adjacent properties and into the roadway and eliminates the relocation of one of the Sanitation District's interplant sewer lines. OCTA presented an information item at the June Operations Committee addressing the potential impacts to the Sanitation District including the Plant No. 1 main entrance. The main entrance to Plant No. 1 would become a signalized entrance at Pacific Street adjacent to the east wall of the existing Administration Building. Following the approval by the Board to build the new Headquarters Complex and in support of relocating the Plant No. 1 main entrance, the Sanitation District along with HDR further evaluated short-term construction impacts and long-term operational impacts of the relocated front entry on the existing facilities and the new Headquarters Complex. One of the more significant impacts is the lack of available parking during and after construction. During construction of the buildings and with the relocation of the front entry, nearly all parking adjacent to the Administration Building is eliminated. The Administration Building would be an island surrounded by construction. Access to the building by staff and visitors would be extremely impacted for a period of years. Page 2 of 3 HDR and staff evaluated four alternative locations for the Administration Building and Laboratory. Based on this analysis, staff is now recommending that the Administration and Laboratory complex be constructed in the southwest area of the plant as the preferred alternative which would: • Minimize the parking impact due to the Plant No. 1 main entry relocation. • Eliminate the need to build a new Fleet Shop and vehicle covered parking building. • Allow all staff to remain in their current buildings during construction avoiding temporary relocation costs. • Eliminate any potential vibration impacts to the sensitive equipment in the Laboratory due to construction activities. • Allow the Administration and Laboratory building complex to be constructed sooner, reducing project escalation costs. Staff will continue to negotiate with OCTA to help offset cost impacts to changes that are attributable to 1-405 ramp changes. Staff believes a parking structure to conserve process space, relocation of wastehauler and fueling facilities, new security walls and gates, and intersection realignments at Pacific and Ellis, and Ward and Garfield, are impacts to be negotiated. No additional funds are requested at this time pending these negotiations. Staff has had a preliminary briefing with the City of Fountain Valley staff. Briefings with the Fountain Valley City Council and Planning Commission are anticipated, as well as City of Huntington Beach planning staff. CEQA CEQA work will commence for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, following designation of the preferred alternative. BUDGET/PURCHASING ORDINANCE COMPLIANCE This complies with the authority levels in the Sanitation District's Purchasing Ordinance. Budget for this new project, Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, was established with the June 2015 Board action in the amount of$168,000,000. ATTACHMENT N/A WS:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To ad.of Dir. 0/07f15 — AGENDA REPORT Item Number Item Number s — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: BIOSOLIDS PROGRAM GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY As part of the ongoing Board Member Orientation effort, staff will provide a general presentation on specific topics. Each month a different topic will be presented to both the Operations Committee and the Administration Committee. This presentation will provide a general overview of the Biosolids Program, which will include information of the current state, opportunities, and challenges of OCSD's solids handling facilities and Biosolids Management Program. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A RT:KM:JC:sa:gc 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.