HomeMy WebLinkAbout12-04-2013 Operations Committee Agenda Packet Orange County Sanitation District .„„ Wednesday, December 4, 2013
Regular Meeting of the b s 5:00 P.M.
Operations Committee Administration Building
Board Room
10844 Ellis Avenue
.� Fountain Valley, CA 92708
(714) 593-7130
AGENDA
PLEDGE OF ALLEGIANCE:
DECLARATION OF QUORUM:
PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the
Clerk of the Board. Speakers are requested to limit comments to three minutes.
REPORTS: The Committee Chair and the General Manager may present verbal reports on
miscellaneous matters of general interest to the Committee Members. These reports are for information
only and require no action by the Committee.
DEPARTMENT HEAD REPORTS:
CONSENT CALENDAR:
1. Approve Minutes of November 6, 2013, Operations Committee meeting.
2. Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement to provide on-call Materials
Testing, Inspection, and other Geotechnical Testing Services for
Collection System and Treatment Plant projects, PSA2013-001, effective
January 1, 2014 through June 30, 2016, for an amount not to exceed
$200,000 with AMEC Environment & Infrastructure, Inc.; and
B. Approve the termination of the Professional Services Agreement with
URS/Signet Testing Labs, Inc.
12/04/13 Operations Committee Agenda Page 1 of 3
3. Recommend to the Board of Directors to:
Ratify Amendment No. 2 to SA-11 Wintersburg Channel Siphon Vent
Replacement, Project No. FR11-017, with Tharsos Inc. authorizing an addition of
$91,268 (62.5%) and an additional 168 days, increasing the total contract
amount to $245,281, and extending the contract completion to December 31,
2013.
4. Recommend to the Board of Directors to:
A. Approve Professional Services Agreements with: ARCADIS U.S., Inc.
(PLAN2013-01); Black & Veatch Corporation (PLAN2013-02); Brown and
Caldwell (PLAN2013-03); CH2MHILL Engineers, Inc. (PLAN2013-04); and
Tetra Tech, Inc. (PLAN2013-05), to provide planning studies on a task
order basis for a three-year term, for an amount not to exceed $1,000,000
per contract; and
B. Authorize the General Manager to assign task orders throughout the
contract duration in accordance with the Delegation of Authority
Resolution No. OCSD 07-04; and
C. Approve exception to Resolution No. OCSD 07-04, Section 4.05,
authorizing the General Manager to select any single suitable firm for a
particular task order valued at $100,000 or less, without having to solicit
proposals from multiple firms.
5. Recommend to the Board of Directors to:
A. Approve Amendment No. 1 to Purchase Order #104901-OB with Pure Air
Filtration, LLC for Plant 2 Trickling Filters Carbon Change Out
[replacement], Specification No. S-2013-580 for an additional $474,800 for
the purchase of up to (4) four additional replacements (including carbon
media, materials storage fee, freight, tax, and one-time project oversight
cost)for a new total purchase order amount not to exceed $710,000; and
B. Approve a contingency of$71,000 (10%).
6. Recommend to the Board of Directors to:
A. Approve a sole source purchase order to Pumpaction Solids Handling, for
the purchase and installation of four hydraulic power units (HPU), for an
amount not to exceed $762,000, and
B. Approve a contingency of$76,200 (10%).
12/04/13 Operations Committee Agenda Page 2 of 3
INFORMATION ITEMS:
Hydrogen Powered Fuel Cell Vehicle - Nick Arhontes
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
ADJOURNMENT:
The next Operations Committee meeting is scheduled for Wednesday, February 5,
2014, at 5:00 p.m.
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability
related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at
(714)593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability
and the type of accommodation requested.
Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda
has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis
Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public
records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting
to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board.
NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the
Clerk of the Board 14 days before the meeting.
Made E.Ayala
Clerk of the Board
(714)593-7130
mavalaOZocsd.com
For any questions on the agenda,Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherbernaomd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(clocsd.com
Director of Engineering Nick Kanetis (714)593-7310 nkanetiscDocsd.cgm
Director of Facility Support Services Nick Amontes (714)593-7210 narhontes0ocsd.com
Director of Operations&Maintenance Ed Tomes 714 593-7080 etorres ocsd.com
12/04/13 Operations Committee Agenda Page 3 of 3
ITEM NO. 1
MINUTES OF THE
OPERATIONS COMMITTEE
Engineering, Operations & Maintenance, and Facilities Support Services
Orange County Sanitation District
A regular meeting of the Operations Committee of the Orange County Sanitation District
was held on November 6, 2013, at 5:00 p.m. at the District's Administrative Office.
A quorum was declared present, as follows:
Operations Directors Present: Staff Present:
Tom Beamish, Chair Jim Herberg, General Manager
Keith Curry Nick Kanetis, Director of Engineering
Steve Jones Nick Arhontes, Director of Facilities Support
Lucille Kring Services
Brett Murdock Lorenzo Tyner, Director of Finance &
Steve Nagel Administrative Services
Greg Sebourn Jeff Reed, Director of Human Resources
David Shawver Maria Ayala, Clerk of the Board
Constance Underhill (Alternate) Dean Fisher
Troy Edgar, Board Chair Todd Haynes
John Anderson, Board Vice Chair Jim Spears
Rob Thompson
Operations Directors Absent:
Michael Levitt Others Present:
Scott Nelson Brad Hogin, General Counsel
John Nielsen
Fred Smith
PUBLIC COMMENTS:
No public comments.
REPORT OF COMMITTEE CHAIR:
Tom Beamish, Committee Chair, did not provide a report.
REPORT OF GENERAL MANAGER:
Jim Herberg, General Manager, did not provide a report.
DEPARTMENT HEAD REPORT:
Nick Kanetis provided an update on the P1-101 project construction contract.
11/06/13 Operations Committee Minutes Page 1 of 5
CONSENT CALENDAR:
The Clerk of the Board announced the following two changes:
- Correction to Agenda Item 1, Alternate Director Constance Underhill was present
at the October 2, 2013 Operations Committee Meeting.
- Correct the amount on Agenda Item 7 to reflect the amount in the Agenda Report
as: 7A to be $606,622 and 7B to be $60,662.
1. MOVED, SECONDED, and DULY CARRIED: Approve Amended Minutes of
October 2, 2013, Operations Committee Meeting.
2. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
Authorize the General Manager to negotiate a Professional Consultant Services
Agreement with Brown & Caldwell for construction support services for the
Newport Force Main Rehabilitation, Project No. 5-60.
3. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
Authorize the General Manager to negotiate a Professional Consultant Services
Agreement with Black & Veatch Corporation (Black & Veatch) for construction
support services for CenGen Emissions Control, Project No. J-111.
4. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
Authorize the General Manager to negotiate a Professional Consultant Services
Agreement with HH Framer Architects, Inc. (HH Framer) for construction support
services for the Operations Center Entrance/Building Repairs, Project No. J-122.
5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
A. Award a contract to the lowest responsive and responsible bidder, Danny
Letner DBA Letner Roofing Company, for Plant 2 Operations Center Roof
Replacement Specification No. FR13-006, for a total amount not to
exceed $220,000; and
B. Approve a contingency of$44,000 (20%).
11/06/13 Operations Committee Minutes Page 2 of 5
6. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
A. Approve Amendment No. 2 to the Professional Design Services
Agreement with Atkins North America, Inc. for Final Effluent Sampler and
Building Upgrades, Project No. J-110, for an additional amount of
$163,300, increasing the total amount not to exceed $2,068,891; and
B. Approve a contingency increase of $71,865 for a total contingency of
$248,267 (12%).
7. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
A. Approve a Professional Consultant Services Agreement with The Austin
Company to provide construction support services for Maintenance Area
building Improvements and Building H Demolition, Contract No. P1-115A,
part of Title 24 Access Compliance and Building Rehabilitation Project,
Project No. P1-115, for an amount not to exceed $680,226 $606,622; and
B. Approve a contingency of$69,023 $60,662 (10°/%).
8. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
A. Rescind July 24, 2013 Board Meeting Minute Order#4 awarding a service
contract to Specialized Reuse and Recycling for biosolids hauling service
bid, Specification No. S-2013-579BD, due to the vendor's failure to comply
with insurance requirements; and
B. Award a service contract to the second lowest responsive and responsible
bidder, Sierra Transport, Inc., for Specification No. S-2013-579BD, to haul
the Orange County Sanitation District's biosolids from Reclamation Plant
No. 1 and/or Treatment Plant No. 2 to Orange County Waste and
Recycling's Prima Deshecha landfill, for the period from December 2,
2013 through December 1, 2014, at the unit price of $12.80 per ton
coupled with a fuel surcharge, for an estimated annual contract amount
not to exceed $473,000 per year, with four one-year renewal options; and
C. Approve hauling to alternative sites at a unit price of $2.75/ton/mile within
50-100 miles and $2.35/ton/mile within 101-200 miles; and
D. Approve a (10%) unit price contingency for both primary and alternate unit
prices.
11/06/13 Operations Committee Minutes Page 3 of 5
NON-CONSENT ITEMS:
Nick Kanetis gave a brief report to explain the need for emergency action in this matter
and the need for ratification.
Director Sebourn arrived at 5:08 p.m. during Mr. Kanetis' report.
9. MOTION, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
Ratify the General Manager's Use of Emergency Purchasing Authority Pursuant
to Delegation of Authority Resolution 07-04, Section 3.09, approving a
contingency increase of $1,237,800 (20%) to the construction contract with Mike
Bubalo Construction Co., Inc. for the Dover Drive Trunk Sewer Relief, Contract
No. 5-63, for a total contingency of$1,856,700 (30%).
Director Jones arrived at 5:14 p.m.
Nick Kanetis provided a PowerPoint presentation on the current status of the OCSD
administrative facilities.
10. MOTION, SECONDED, and DULY CARRIED: Recommend to the Board of
Directors to:
A. Approve a budget decrease of $800,000 to Title 24 Access Compliance and
Building Rehabilitation Project, Project No. P1-115, for a total budget of
$31,982,778.
B. Establish a budget for Administrative Facilities Implementation Planning, Project
No. SP-194, in the amount of$800,000; and
C. Authorize the General Manager to issue a Request for Proposal for architectural
and engineering services to prepare an Administrative Facilities Implementation
Plan for the replacement of Orange County Sanitation District's existing
administration facilities as part of said project; and
D. Authorize the General Manager to negotiate a Professional Services Agreement
for said project with the most qualified firm to be awarded at a future Board of
Director's meeting.
INFORMATION ITEMS:
11. Quarterly Odor Complaint Report
Jim Spears, Operations Manager, provided a quarterly update on Odor
Complaints. He provided updated information, the District's response plan, and
future action to be taken.
11/06/13 Opemtions CommRtee Minutes Page 4 d 5
12. Southwest Costa Mesa Trunk, Project No. 6-19
Dean Fisher, Engineering Manager, provided a brief report on sewage flows from
Costa Mesa and Newport Beach to Plant 2.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
Director Shawver asked that staff give consideration to preserve existing fixtures when
contemplating new construction on the administrative offices facilities.
ADJOURNMENT:
Committee Chair Beamish declared the meeting adjourned at 5:50 p.m.
Submitted by
Maria E. Ayala
Clerk of the Board
11/06/13 Operations Committee Minutes Page 5 of 5
OPERATIONS COMMITTEE Neeing Dare TOBA.Of DIr.
1V04113 12/18/13
AGENDA REPORT Item Number Item Number
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Nick Kanetis, Director of Engineering
Project Manager: Terry Krie, Senior Construction Inspector Supervisor
SUBJECT: GEOTECHNICAL TESTING SERVICES
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Services Agreement to provide on-call Materials Testing,
Inspection, and other Geotechnical Testing Services for Collection System and
Treatment Plant projects, PSA2013-001, effective January 1, 2014 through
June 30, 2016, for an amount not to exceed $200,000 with AMEC Environment &
Infrastructure, Inc.; and
B. Approve the termination of the Professional Services Agreement with
URS/Signet Testing Labs, Inc.
SUMMARY
The Orange County Sanitation District (Sanitation District) uses outside consultants for
taking samples, laboratory and field material testing, geotechnical testing, and analysis
in support of Capital Improvement and Maintenance projects during the planning,
design, and construction of facilities both inside the plants and for the collection
systems.
The Sanitation District conducted a Request for Proposal (RFP) in April 2013 for
geotechnical testing services. The Board of Directors approved entering into
Professional Services Agreements with the three top firms on June 26, 2013 for a three-
year period (FY2013-2015). One firm, URS/Signet Testing Labs, Inc., has gone through
business changes and has requested to be released from the Professional Services
Agreement. AMEC Environment & Infrastructure, Inc. was the fourth top-ranked firm
and has agreed to replace URS/Signet Testing Labs, Inc. under a new Professional
Services Agreement.
The proposed Professional Services Agreement shall cover the period from January
2014 through June 2016. The recommended contract amount is based on averages of
the number and type of tests and inspections utilized over the past three years, and the
anticipated needs going forward for the next three years. Staff will use the consultant
on an as-needed basis only. The total contract cost is not guaranteed, nor is it paid to
the consultant if their services are not used.
Page 1 of 3
PRIOR COMMITTEE/BOARD ACTIONS
June 2013 — Approved a three-year Professional Services Agreement, PSA2013-001,
with Koury Engineering & Testing, Inc.; Sequoia Consultants, Inc.; and URS/Signet
Testing Labs, Inc., providing for on-call Materials Testing, Inspection, and other
Geotechnical Testing Services for Collection and System and Treatment Plant projects,
in an amount not to exceed $200,000 per individual Agreement ($600,000 total).
ADDITIONAL INFORMATION
The Sanitation District has a need for on-call sampling, laboratory and field material
testing, geotechnical testing, and analysis for Capital Improvement Program and
Maintenance projects.
The Scope of Work includes taking samples, laboratory and field material testing,
geotechnical testing, and analysis for Capital Improvement Program and Maintenance
projects.
URS/Signet Testing Labs, Inc. submitted an official letter to the Sanitation District on
October 3, 2013, stating the firm can no longer fulfill the requirements of the approved
three-year Professional Services Agreement due to business reasons and has
requested to be released from the contract. As a result, the contract with URS/Signet
Testing Labs, Inc. will be terminated. URS/Signet Testing Labs, Inc. performed less
than $1,000 worth of work under the Professional Services Agreement, and no new
tasks have been assigned to them.
Given the short duration since the award of the original Professional Services
Agreements, staff is requesting approval to enter into a new Professional Services
Agreement with the fourth top-ranking firm, AMEC Environment & Infrastructure, Inc., to
replace the Professional Services Agreement that will be terminated with URS/Signet
Testing Labs, Inc.
AMEC Environment & Infrastructure, Inc. submitted unit rates proposals for a wide
variety of testing services. Staff reviewed the pricing and held discussions to clarify and
negotiate rates. Because this contract is as-needed, the Sanitation District has
established a not-to-exceed amount of $200,000 for the term of the Professional
Services Agreement. Staff determined the final unit rate proposals to be fair and
reasonable and recommends awarding a Professional Services Agreement to AMEC
Environment & Infrastructure for an amount not to exceed $200,000.
CEQA
N/A
Page 2 of 3
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
This Professional Services Agreement complies with authority levels of the Sanitation
District's Delegation of Authority. These funds are included in the individual project
budgets that require these services.
Date of Approval Contract Amount Contineencv
12/18/13 $200,000 N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsewem.coml with the
complete agenda package:
Professional Services Agreement
NK:TK:TC:dm:gc
Page 3 of 3
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the W day of December,
2013, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to
as "SANITATION DISTRICT', and AMEC ENVIRONMENT & INFRASTRUCTURE, INC., for
purposes of this Agreement hereinafter referred to as"CONSULTANT".
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide
Professional Services for Materials Testing, Inspection, and Other Geotechnical Testing
Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities
Engineering, Operations, and Maintenance Projects, PSA2013-001; and,
WHEREAS, CONSULTANT is qualified to provide the necessary Professional Services
in connection with these requirements; and,
WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee pursuant to
Resolution No. OCSD 07-04 to approve this Agreement between the SANITATION DISTRICT
and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional and technical services to
accomplish those project elements outlined in the Scope of Work attached hereto as
Attachment"A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, completeness, and coordination of all tests, inspections, reports, and
other services furnished by the CONSULTANT under this Agreement, including
the work performed by its Subconsultants and/or Subcontractors. Where
approval by the SANITATION DISTRICT is indicated, it is understood to be
conceptual approval only and does not relieve the CONSULTANT of
responsibility for complying with all laws, codes, industry standards and liability
for damages caused by errors, omissions, noncompliance with industry
standards, and/or negligence on the part of the CONSULTANT or its
Subconsultants and/or Subcontractors.
B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the standards of best
engineering practice for clarity, uniformity, and completeness.
C. In the event that work is not performed to the satisfaction of the SANITATION
DISTRICT and does not conform to the requirements of this Agreement or any
applicable industry standards, the CONSULTANT shall, without additional
PSA PSA2013.001
Remed 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC.
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compensation, promptly correct or revise any errors or deficiencies in its tests,
inspections, reports or other services within the timeframe specified by the
Project Manager. The SANITATION DISTRICT may charge to CONSULTANT
all costs, expenses and damages associated with any such corrections or
revisions.
D. All professional services performed by the CONSULTANT, including but not
limited to all drafts, data, correspondence, proposals, tests, inspections, reports,
and estimates compiled or composed by the CONSULTANT pursuant to this
Agreement are for the sole use of the SANITATION DISTRICT, its agents and
employees. Neither the documents nor their contents shall be released to any
third party without the prior written consent of the SANITATION DISTRICT. This
provision does not apply to information that(a)was publicly known, or otherwise
known to the CONSULTANT, at the time that it was disclosed to the
CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes
publicly known to the CONSULTANT other than through disclosure by the
SANITATION DISTRICT.
2. COMPENSATION
Total compensation to CONSULTANT allowed under this AGREEMENT shall not
exceed Two Hundred Thousand Dollars ($200,000)over a three (3)year period. The
SANITATION DISTRICT will compensate the CONSULTANT for the services provided
according to the unit prices and/or hourly rates, as applicable, for the items included in
Attachment"D" Fee Schedule. Each unit price and/or hourly rate represents all costs for
performing the Work, including but not limited to technician labor, driving time, vehicles,
equipment and materials, equipment calibration, overhead, profit, report writing, office
reviews and supervision, and other miscellaneous charges.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total compensation,
provided that the total compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall allocate costs
in the same manner as it would for payment requests as described in this Section
of the Agreement. CONSULTANT shall warrant and certify the accuracy of these
costs and understand that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
B. CONSULTANT may submit monthly or periodic statements requesting payment
for those items included in Section 2- COMPENSATION hereof in the format as
required by the SANITATION DISTRICT. Such requests shall be based upon the
amount and value of the work and services performed by CONSULTANT under
this Agreement and shall be prepared by CONSULTANT and accompanied by
PSA PSA2013.001
Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC.
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such supporting data, including a detailed breakdown of all costs incurred per
tasks performed during the period covered by the statement, as may be required
by the SANITATION DISTRICT.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a unit price or hourly rate basis per
task order.
If the SANITATION DISTRICT determines that the work under this Agreement or
any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION DISTRICT;
or
ii. The percentage of the work accomplished for each task order.
He may, at his discretion, retain an amount equal to that which insures that the
total amount paid to that date does not exceed the percentage of the completed
work for each task order.
C. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this Agreement, and upon acceptance of such work by the SANITATION
DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for
such work, including any retained percentages relating to this portion of the work.
D. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon
termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this Agreement other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
E. Pursuant to the California False Claims Act(Government Code Sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this Agreement
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This Section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant or Subcontractor shall be deemed to have
submitted a false claim when the CONSULTANT or Subconsultant or
Subcontractor: a) knowingly presents or causes to be presented to an officer or
employee of the SANITATION DISTRICT a false claim or request for payment or
approval; b) knowingly makes, uses, or causes to be made or used a false record
or statement to get a false claim paid or approved by the SANITATION
DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a
PSA PSA2013.001
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false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes,
uses, or causes to be made or used a false record or statement to conceal,
avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a
beneficiary of an inadvertent submission of a false claim to the SANITATION
DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT
within a reasonable time after discovery of the false claim.
5. PREVAILING WAGES
To the extent CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) intends
to employ employees who will perform work as more specifically defined under Labor
Code Section 1720, CONSULTANT and its Subconsultant(s)and/or Subcontractor(s)
shall be subject to prevailing wage requirements with respect to such employees.
6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND
SPECIFICATIONS
A. Ownership of Documents for the Professional Services performed:
All documents, including but not limited to tests, inspections, reports, original
plans, studies, sketches, drawings, computer printouts and disk files, and
specifications prepared in connection with or related to the Scope of Work or
Professional Services, shall be the property of the SANITATION DISTRICT. The
SANITATION DISTRICT's ownership of these documents includes use of,
reproduction or reuse of and all incidental rights, whether or not the work for
which they were prepared has been performed. The SANITATION DISTRICT
ownership entitlement arises upon payment or any partial payment for work
performed and includes ownership of any and all work product completed prior to
that payment. This Section shall apply whether the CONSULTANT's Professional
Services are terminated: a) by the completion of the Agreement, or b) in
accordance with other provisions of this Agreement. Notwithstanding any other
provision of this paragraph or Agreement, the CONSULTANT shall have the right
to make copies of all such tests, inspections, reports, plans, studies, sketches,
drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the tests, inspections, reports, plans or specifications,
where the subsequent changes or uses are not authorized or approved by
CONSULTANT, provided that the service rendered by CONSULTANT was not a
proximate cause of the damage.
7. INSURANCE
A. General
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept
PSA PSA2013.001
Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC.
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State Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the SANITATION DISTRICT's option to
require a change in insurer in the event the State Fund financial rating is
decreased below"B". Further, the SANITATION DISTRICT will require
Contractor to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within 20 days of written
notice to Contractor, by the SANITATION DISTRICT or its agent.
!it. Coverage shall be in effect prior to the commencement of any work under
this Agreement.
B. General Liability
The CONSULTANT shall maintain during the life of this agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: Two
Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse
and Underground) must be included in the General Liability policy and coverage
must be reflected on the submitted Certificate of Insurance.
C. Umbrella Excess Liability
The minimum limits of general liability and automotive liability insurance required,
as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage.
Umbrella excess liability coverage shall be issued with limits of liability which,
when combined with the primary insurance, will equal the minimum limits for
general liability and automotive liability.
D. AutomotiveNehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
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E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than One Million Dollars
($1,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of CONSULTANT during the course of performing services under the term of this
Agreement.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
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DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25-S(7/97)or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the SANITATION
DISTRICT, and the SANITATION DISTRICT
may reject alternatives that provide different or
less coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25-S (7/97)shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Contracts
Administration, Div. 230, and shall be received by the SANITATION DISTRICT
not less than thirty (30) days prior to the effective date of the change(s) if the
change would reduce coverage or increase deductibles or SIR amounts or
otherwise reduce or limit the scope of insurance coverage provided to the
SANITATION DISTRICT.
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I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnifcation provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Suboonsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
8. SCOPE CHANGES
In the event of a change in the scope of the proposed project requested by SANITATION
DISTRICT, the parties hereto shall execute an addendum to this Agreement setting forth
with particularity all terms of the new Agreement, including but not limited to any
additional CONSULTANT's fees.
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9. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
Agreement, the names and full description of all Subconsultants, Subcontractors and
CONSULTANT's project team members anticipated to be used on this project by
CONSULTANT. CONSULTANT shall include a description of the scope of work to be
done by each Subconsultant, Subcontractor and each CONSULTANT's project team
member.
There shall be no substitution of the listed Subconsultants, Subcontractors and
CONSULTANT's project team members without prior written approval by the
SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's personnel are comprised of registered engineers and a staff of
specialists in each department. The firm itself is not a registered engineer but
represents and agrees that wherever in the performance of this Agreement requires the
services of a registered engineer, such services hereunder will be performed under the
direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this Agreement. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this Agreement during the term of this Agreement
and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all Project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
be available to assist SANITATION DISTRICT's auditor in obtaining all Project
related accounting records and documents, and any other financial data.
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12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to make CONSULTANT an employee of the
SANITATION DISTRICT.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid.
Notices shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Sarah L. Strader, Senior Contracts Administrator
Copy: Terry Krie, Project Manager
Notices shall be mailed to CONSULTANT at:
AMEC ENVIRONMENT & INFRASTRUCTURE, INC.
6001 Rickenbacker Road
Los Angeles, CA 90040-3031
Attention: Todd N. Tuengel
All communication regarding the Scope of Work will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT staff must be approved in writing
by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this Agreement at any time, without cause,
upon giving thirty(30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT and/or
CONSULTANT in accordance with Section 13- NOTICES.
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15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, computation and study materials in its files pertaining to
the work described in this Agreement, which is requested in writing by the SANITATION
DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this Agreement that it pays employees not
less than the minimum wage as defined by law, and that it does not discriminate in its
employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each party is a person duly authorized to
execute agreements for that party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
20. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
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21. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT'S sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S
officers, directors, employees, consultants, and agents (collectively the "Indemnified
Parties"), from and against any and all claims, damages, liabilities, causes of action,
suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including, without limitation, attorneys'fees, disbursements and court costs, and all
other professional, expert or CONSULTANT'S fees and costs and the SANITATION
DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively,
"Claims")which may arise from or are in any manner related, directly or indirectly, to any
work performed, or any operations, activities, or services provided by CONSULTANT in
carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT'S suppliers, Subconsultants, Subcontractors, and/or anyone
employed directly or indirectly by any of them, regardless of any contributing negligence
or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein
shall be construed to require CONSULTANT to indemnify the Indemnified Parties from
any Claim arising solely from:
A. the active negligence or willful misconduct of the Indemnified Parties; or
B. a natural disaster or other act of God, such as an earthquake; or
C. the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT'S supplier, CONSULTANT, Subconsultant, Subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions A. through B. above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT'S liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this Agreement. Under no circumstances
shall the insurance requirements and limits set forth in this Agreement be construed to
limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms
of this Agreement are contractual and the result of negotiation between the parties
hereto. Accordingly, any rule of construction of contracts (including, without limitation,
California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
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22. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
23. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the Department and may
be considered in future CONSULTANT selection processes.
24. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION
DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year
first above written.
CONSULTANT: AMEC ENVIRONMENT&INFRASTRUCTURE, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A:'—Scope of Work
Attachment"D"— Fee Schedule
Attachment"J"—OCSD Safety Standards
SLS:yp
EDMS:003981091
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OPERATIONS COMMITTEE Neetlng Dare TOBA.Of DIr.
1V04113 12/18/13
AGENDA REPORT Item Number Item Number
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Nick Arhontes, P.E., Director of Facilities Support Services
Project Manager: Steve Speakman, P.E., Facilities Support Services
SUBJECT: SA-11 WINTERSBURG CHANNEL SIPHON VENT REPLACEMENT,
PROJECT NO. FR11-017
GENERAL MANAGER'S RECOMMENDATION
Ratify Amendment No. 2 to SA-11 Wintersburg Channel Siphon Vent Replacement,
Project No. FR11-017, with Tharsos Inc. authorizing an addition of$91,268 (62.5%) and
an additional 168 days, increasing the total Contract amount to $245,281, and
extending the Contract completion date to December 31, 2013.
SUMMARY
The work is taking place on the north side of the Warner Avenue bridge where an
inverted two barrel sewer siphon crosses under the county flood control channel. The
vent line is above ground and attached to the side of the bridge which crosses over the
Wintersburg Channel. The vent line allows the movement of foul air from the upstream
manhole structure to the downstream structure. The sewer is a part of the Knott
Interceptor Sewer system between Springdale Street and Graham Street in the City of
Huntington Beach. The original repair project involved replacing a portion of the 16 inch
diameter vent line. The old vent line cracked allowing the condensate from the moist
foul air to leak out onto the bridge supports and corrode the concrete. As a result, the
repair of the concrete pipe supports are included in this repair work.
Work performed by Amendment No. 2 now includes repair to the City's waterline due to
corrosion and the re-alignment of the vent line to accommodate an interference
between the OCSD pipeline and the County's channel widening project. In order to
minimize the cost and impacts to the County's construction project which is underway at
the same time, Tharsos Inc. was issued two Field Change Orders (FCOs) to complete
the changes to the vent line alignment and to repair the City's waterline. The FCOs
were issued to the contractor and following our procedures are based on a time and
materials basis until the final cost is negotiated.
The Orange County Sanitation District (OCSD) contractor started repair work on the
concrete bridge support and discovered that the existing 18-inch city waterline was also
damaged by our leaking ventline. The second change to the scope of our work was a
result of the County of Orange Public Works project to increase the capacity of
Wintersburg Channel. The County notified OCSD that the pipeline conflicts with the
new channel walls. This new channel wall was specially designed by the County to
Page 1 of 3
protect OCSD's two inverted siphon barrels that run under the channel and cannot be
re-designed to accommodate the existing location of the vent line. Staff recommends
approving this this Amendment No.2.
PRIOR COMMITTEE/BOARD ACTIONS
November, 2012 — The Operations Committee approved the competitive bidding and
subsequent awarding to the lowest responsive and responsible bidder of SA-11
Wintersburg Channel Siphon Vent Replacement Specification No. FR11-017 for a total
amount not to exceed $170,000; and approved a contingency of $34,000 (20%). The
lowest responsible and responsive bid came in at$146,000 as indicated below.
ADDITIONAL INFORMATION
The work covered under the original contract replaced 120 feet of the above ground
portion of a siphon vent line (air jumper). With the amendments included the total
length of pipe now replaced is approximately 170 feet. The vent line will be replaced in
its entirety from the manhole on one side of the channel to the manhole on the other
side of the channel. The repair of the existing 18-inch diameter steel waterline owned
by the City of Huntington Beach consists of cutting out and replacing only a six foot
section of the pipeline.
Amendment No. 1 was issued on May 1, 2013 in the amount of $8,013 to test the
existing vent line pipe for asbestos and to revise pipe support brackets.
Due to the construction in the channel by the County's contractor, we now see damage
to our sewer line. As a separate project, we are notifying the County of the damage
seen and are seeking to have the contractor make a repair to OCSD's standards. This
matter will be separated from the current project FR11-017.
CEQA FINDINGS
Notice of exemption was filed on September 5, 2013. This project is categorically
exempt from CEQA under section 15302 (c) — replacement or reconstruction of existing
utility systems and/or facilities involving negligible or no expansion of capacity.
BUDGET/ DELEGATION OF AUTHORITY COMPLIANCE
This request complies with authority levels of the OCSD's Delegation of Authority. This
repair is funded through the Small Capital Equipment Replacement Project SP-34
(Budget Update Fiscal Year 2012-2013 and 2013-2014 Sectoin 8, Page 111). This
Small Capital fund is used to pay for capital repairs and/or direct replacements. The
SP-34 budget is adequate to cover these proposed amendments.
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Date of Approval Total Contract Amount Contingency
11/07/12 $ 146,000 $29,200 (20%)
05/09/13 $ 154,013 $21,187 (13.8%)
12/18/13 $245,281 $0 (0%)-
" On Dec 18, 2013,all remaining contingency funds will be surrendered and ratification process will be
used for all future contract changes.
ATTACHMENTS
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the
complete agenda package and attachments:
Amendment No. 2
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AMENDMENT NO. 2
To Service Agreement
SA-11 Wintersburg Channel Siphon Vent Replacement
Specification No. FRI1-017
THIS AMENDMENT TO THE AGREEMENT is made and entered into, to be March 4, 2013 by and
between Orange County Sanitation District hereinafter referred to as"OCSD"with main offices located at 10844
Ellis Avenue, Fountain Valley, California 92708-7018 and Tharsos, Inc. with a principal business at 5022
Thorne Drive, B, La Mesa, CA 91942 (hereinafter referred to as "Contractor") collectively referred to as the
"Parties".
WHEREAS, OCSD and Consultant executed, delivered and entered into the Agreement between
OCSD and Consultant,fully executed on March 31, 2013 ("the Agreement'); and
WHEREAS, the Parties wish to amend the Agreement to make certain modifications which shall be
called Amendment No. 2 ("Amendment'); and
WHEREAS, on December 18, 2013 the Board of Directors of OCSD, by minute order, authorized
execution of this Amendment between OCSD and Consultant; and
WHEREAS, the Parties to the Agreement desire that this Amendment be incorporated into the
Agreement and become a part thereof from the beginning; and
WHEREAS, the Parties desire that the Agreement as modified by Amendment No.1 and this
Amendment shall constitute the sole and entire Agreement among the Parties;
NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein,
the Parties agree to amend the Agreement to include the Work in Attachment A-1 hereto and as stated below:
1. Repair the City Waterline $29,242
2. Make revisions to the Vent Pipe $68,296
3. Make revisions to Concrete Repair and Rebar Unit Prices and Quantities -$8,147
4. Modification to Center Pipe Bracket $1,877
5. Increase the number of days allowed by 168 for a new Dale of Completion of December 31, 2013.
6. Increase the total Contract amount by$91,268.00 for a new total amount not to exceed of Two Hundred
Forty-five Thousand Two Hundred Eighty-one and 00/00 Dollars ($245,281.00).
Except as expressly amended above, the Agreement will remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Amendment No. 2 to be signed by the duly authorized representatives as of the day and year last signed below.
Orange County Sanitation District Tharsos, Inc.
By:
Chairman, Board of Directors Date Date
Name:
Clerk of the Board Date
Title:
Contracts/Purchasing Manager Date
Return to Mende Report
Attachment A-1
SA-11 WINTERSBURG CHANNEL SIPHON VENT PIPE REPLACEMENT
SPECIFICATION NO. FR11-017
Amendment No. 2
November 18, 2013
This Contract provides for the replacement of the above ground portions of the siphon vent pipe
(air jumper) at the Winlersburg Channel where it crosses Warner Avenue in the City of
Huntington Beach. There are two airjumpers at this bridge crossing. This project involves the
one on the northerly side of the bridge. This Contract was awarded to the lowest responsive
and responsible bidder which was Tharsos Incorporated on March 4, 2013, for a total amount
not to exceed $146,000.00.
Amendment No. 2 Includes the items listed below:
ITEM A— Repair of City Waterline:
The 18 inch waterline was damaged by the fluid leaking out of the OCSD's ventline. The City
provided the scope of the work to repair the pipeline which included removing and replacing a 6
foot segment of the pipeline along with repairing the lining and coating of the pipe. This work
was not part of the original contract work. The Contractor's back-up documentation is attached.
ITEM B— Revisions to Vent Pipe
The ventline plan and profile was modified to accommodate the work being performed by the
County of Orange. The County's work on widening the channel is happening concurrently with
the repairs to the vent pipe and their drawings did not call for relocation of the ventline. The
work being done by the County resulted in the need to replace additional quantities of the vent
pipe and also to change the alignment. This change made some of the new vent pipe that was
already fabricated unusable. The work also entails replacing buried portions of the vent pipe
with HDPE pipeline and making modifications to the manholes. This work was not part of the
original scope of work. The Contractor's back-up documentation is attached.
ITEM C—Revision to Concrete Repair and Reber Unit Prices and Quantities
The amount of repair on the bridge pile cap extension was less than what was anticipated at bid
time. Replacement of reinforcing bars was not required. The change in quantity was more than
25% for one of the bid items. Adjustment of the unit prices and quantities resulted in a
deduction to the total contract amount. The Contractor's back-up documentation is attached.
ITEM D—Modificaton to Center Pipe Bracket
The bracket on the center pile cap extension was revised from a two piece unit to a one piece
unit to simplify installation and to reduce the time and coordination effort with the County
Contractor. The Contractor's back-up documentation is attached.
The cost in Table No. 1 below includes all direct and indirect costs for the additional work
indicated above and includes all compensation owed to the Contractor. The additional work did
impact the critical path and therefore the contract completion time was extended as indicated in
Table No. 1.
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Attachment A-1
SA-11 WINTERSBURG CHANNEL SIPHON VENT PIPE REPLACEMENT
SPECIFICATION NO. FR11-017
Amendment No. 2
November 18, 2013
TABLE NO. 1
FR11-017 —AMENDMENT NO. 2 SUMMARY
ITEM TITLE AMOUNT
A Repair of City Waterline $29,242
B Revisions to Vent Pie $68,296
C Revision to Concrete Repair and Reber Unit -$8,147
Prices and Quantities
D Modificaton to Center Pie Bracket $1,877
TOTAL AMENDMENT NO. 2: $91,268
Original Contract Amount: $146,000
Previous Amendments : $8,013
Revised Contract Amount: $245,281
Previous Approved Time Extension calendar days): 44
Time Extension This Amendment calendar days): 168
Total Extension of Contract Duration calendar days): 212
Original Date of Completion: June 2, 2013
Revised Date of Completion: December 31, 2013
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OPERATIONS COMMITTEE Neeing Dare TOBA.Of DIr.
1V04113 12/18/13
AGENDA REPORT Item Number Item Number
4
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Nick Kanetis, Director of Engineering
Project Manager: Gary Conklin, Senior Engineer
SUBJECT: ON-CALL PLANNING STUDIES AGREEMENTS (PLAN2013)
GENERAL MANAGER'S RECOMMENDATION
A. Approve Professional Services Agreements with: ARCADIS U.S.,
Inc. (PLAN2013-01); Black & Veatch Corporation (PLAN2013-02); Brown and
Caldwell (PLAN2013-03); CH2MHILL Engineers, Inc. (PLAN2013-04); and Tetra
Tech, Inc. (PLAN2013-05), to provide planning studies on a task order basis for a
three-year term, for an amount not to exceed $1,000,000 per contract; and
B. Authorize the General Manager to assign task orders throughout the contract
duration in accordance with the Delegation of Authority Resolution No. OCSD 07-
04; and
C. Approve exception to Resolution No. OCSD 07-04, Section 4.05, authorizing the
General Manager to select any single suitable firm for a particular task order
valued at $100,000 or less, without having to solicit proposals from multiple firms.
SUMMARY
Staff is requesting the Board of Directors award these contracts to perform engineering
planning studies on a task order basis. This approach reduces staff costs and
consultant fees, and accelerates project schedules. The studies will clarify highly
complex planning issues, which are critical to the future CIP, and requires the diverse
technical expertise that the selected firms provide.
Task orders will be assigned throughout the contact duration, subject to approval
through the Orange County Sanitation District (OCSD) Delegation of Authority (DOA),
Resolution No. OCSD 07-04, with an exception for studies up to $100,000, where the
General Manager may select any suitable firm. The maximum amount of any task order
may not exceed $250,000.
PRIOR COMMITTEE/BOARD ACTIONS
The current agreements that are used to procure planning studies (Plan2010) were
approved by the Board of Directors on December 15, 2010, and expire on
December 14, 2013.
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ADDITIONAL INFORMATION
Program Approach
The Engineering Planning Division is responsible for CIP planning, and often must
perform planning studies to resolve highly complex issues that are critical to the CIP.
Consulting firms who execute these studies must have expertise in a variety of highly
technical disciplines, and sometimes provide nationally recognized experts.
The current on-call planning studies agreements (PLAN2010) were approved as a
means to expedite the procurement and execution of this work. The 15 task orders
issued under those agreements were instrumental in analyzing current conditions and
reducing future project risk in the areas of safety, hydraulic modeling, electrical capacity,
odor control, IT server room cooling, and outfall reliability.
OCSD has realized administrative costs savings of 40 to 80 staff hours per study though
this procurement vehicle, and the reduction in consultant solicitation expenses improves
proposal pricing, especially for studies in the lower cost ranges. This procurement
method provides for fair and balanced competition. It pre-negotiates staff assignments
and labor rates to insure that OCSD gets the best value and highly qualified specialist
when required.
Task Order Assignment Process
Individual task orders will be assigned throughout the contract duration. Board approval
will be required for each task order, with an exception for Category I tasks, as explained
below. The method of assigning tasks orders varies with the estimated fee amount.
For all categories, selection will be according to best value.
Category Task Cost Process Approval
I Up to$100,000 Request proposals from one or General
more fines. Manager
II Over$100,000 to $200,000 Request proposals from all firms. Operations
Committee
Over$200,000 to $250,000 Request proposals from all firms. Board
CATEGORY I TASK ORDERS
Tasks in this category involve an exception to the Delegation of Authority (DOA).
However, Section 4.08 of the DOA provides that the Board of Directors may, when it
appears in the best interests of OCSD, authorize Staff to negotiate and award a contract
for services, without observing the procedures prescribed. Staff believes this open
process inviting proposals from all interested engineering service providers balances
competition and efficiency.
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For Category I task orders, it is in OCSD's best interest to allow the General Manager to
select any single firm for a particular task order, based on the firm's suitability and
qualification for the task order, without necessarily having to obtain three proposals.
CATEGORY II TASK ORDERS
For this Category II tasks, the Project Manager will seek proposals from all firms in the
program, with a goal of obtaining at least three proposals for each task order.
TASK ORDER APPROVAL
Task order approval follows the DOA, in that task order amounts up to $100,000 will be
approved by the General Manager. Task order amounts over $100,000 to $200,000 will
be approved by the Operations Committee, and task orders over $200,000 will be
approved by the Board of Directors.
Consultant Selection Process
An RFP which outlined the Scope of Work and selection criteria was sent to all firms
who were registered in the online bidding system. Twelve proposals were received
from the following firms: AECOM, Arcadis, Black & Veatch, Brown and Caldwell,
Carollo, CH2M Hill, Hazen and Sawyer, HDR, MWH, RMC, and Tetra Tech. A panel of
staff members reviewed and ranked each proposal using the following criteria:
Evaluation Criteria Weighting
Understandin and Approach 20%
Qualifications of Firm 40%
Qualifications of Team 40%
Staff recommends awarding contracts to the five top-ranked firms as listed in the table
below.
PROPOSAL EVALUATION & RANKING
Ranking Consultant
1. Brown and Caldwell
2. Black&Veatch
3. Arcadis
4. CH2M HILL
5. Tetra Tech
CEQA
The project is Statutorily Exempt and will only involve feasibility studies for possible
future actions, which the agency has not approved, adopted, or funded, and will not
have a legally binding effect on later activities.
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BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
This action does not impact the budget. The anticipated task order costs either have
individual project budgets or are identified within a divisional budget under consulting
services. This authorization complies with authority levels of the OCSD's Delegation of
Authority, with the exception requested for approval to extend the General Manager's
authority for studies up to $100,000 to select any single suitable firm in the Program for
a particular task.
Date of Approval Contract Amount Contingency
N/A N/A N/A
ATTACHMENTS
The following attachmentia) maybe viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• Plan2013-01 PSAAgreement—Arcadis
• Plan2013-02 PSA Agreement— Black & Veatch
• Plan2013-03 PSA Agreement— Brown and Caldwell
• Plan2013-04 PSA Agreement— CH2MHill
• Plan2013-05 PSA Agreement—Tetra Tech
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PLANNING SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and ARCADIS U.S., INC., for purposes of this AGREEMENT
hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT
are referred to herein collectively as the "Parties" or individually as a "Party".
WITNESSETH:
WHEREAS, the SANITATION DISTRICT determined a need for Planning Studies to be
prepared under ON-CALL PLANNING STUDIES, PLAN2013.01; and,
WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call
Planning Studies and conceptual designs for wastewater collection, treatment, and support
facilities. Other services, such as field work and testing could also be required. The work will
include studies that will address the SANITATION DISTRICT's CIP planning needs; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary planning services; and,
WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee pursuant to
Resolution No. OCSD 07-04 to approve this AGREEMENT between the SANITATION
DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as
follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary planning services to accomplish those
project elements outlined in the Scope of Work attached hereto as Attachment"A", and
by this reference made a part of this AGREEMENT.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, and completeness of the work and services furnished by the
CONSULTANT under this AGREEMENT, including the work performed by its
Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it
is understood to be conceptual approval only and does not relieve the
CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed to the standards of
best professional practice for clarity, uniformity, and completeness.
CONSULTANT shall timely respond to all comments, suggestions, and
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recommendations from the SANITATION DISTRICT. All comments from the
SANITATION DISTRICT, or its agent, shall be incorporated into the report prior
to the next review deadline or addressed, in writing, as to why the comment(s)
has/have not been incorporated. CONSULTANT shall ensure that each
submittal is 100% accurate for the level of work submitted (i.e. correct
references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANTs services and/or work product(s) is not to the
satisfaction of the SANITATION DISTRICT and/or does not conform to the
requirements of this AGREEMENT or the applicable industry standards, the
CONSULTANT shall, without additional compensation, promptly correct or revise
any errors or deficiencies in its work product(s)within the timeframe specified by
the Project Engineer/Project Manager. The SANITATION DISTRICT may charge
to CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT
and Subconsultants using the SANITATION DISTRICT CAD Manual.
Conversion of CAD work from any other non-standard CAD format to the
SANITATION DISTRICT format shall not be acceptable in lieu of this
requirement.
E. All planning services performed by the CONSULTANT, including, but not limited
to, all drafts, data, correspondence, proposals, and reports compiled or
composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole
use of the SANITATION DISTRICT, its agents and employees. Neither the
documents nor their contents shall be released to any third party without the prior
written consent of the SANITATION DISTRICT. This provision does not apply to
information that(a)was publicly known, or otherwise known to the
CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, or(b) subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
Except for Subconsultants covered by Section 2 (a) neither the documents nor
their contents shall be released to any third party without the prior written consent
of the SANITATION DISTRICT.
2. COMPENSATION
A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not
exceed One Million Dollars ($1,000,000)for a three (3)year period. The
SANITATION DISTRICT will compensate the CONSULTANT for the services
provided according to the hourly rates, as applicable, for the items included in
Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened
hourly rate.
B. As the need for professional services arises during the term of this
AGREEMENT, and within the overall Scope of Work, Task Orders may be issued
to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order
will specifically define the scope of work, the not-to-exceed amount to be paid to
the CONSULTANT, and any other information necessary to complete the Task
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Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will
receive any assignment, nor that the firm will receive an equal number of
assignments, nor does the SANITATION DISTRICT make any guarantee that the
contract amount, identified in Paragraph A above, will be expended.
Task Order assignment will be as follows: Task Orders One Hundred Thousand
Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to
perform the task considering scope, qualifications, experience, availability and
any other considerations the SANITATION DISTRICT deems relevant. All Task
Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty
Thousand Dollars ($250,000), will be competed between all selected on-call
firms. This Task Order AGREEMENT shall not be used for Task Orders over Two
Hundred Fifty Thousand Dollars ($250,000).
C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual
agreement of the Parties. Escalation will be in accordance with CPI of
LA-Orange County Index. This rate is determined by the U.S. Department of
Labor Statistics, Consumer Price Index—Los Angeles/Orange County
Metropolitan Area.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the Total Compensation,
provided that the Total Compensation is not increased.
4. PAYMENT
A. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than
the second Wednesday of the following month and in the format required by the
SANITATION DISTRICT. The format must include, as a minimum: 1) current
billing period invoicing, 2) current billing period "total percent invoiced to date",
3)future activities, 4) previous billing period "total invoiced to date", 5) potential
items that are not included in the Scope of Work, 6) concerns and possible
delays, 7) percentage of completion to date, and S) budget status and amount
remaining. Such requests shall be accompanied by such supporting data as may
be required by the SANITATION DISTRICT.
Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall warrant and
certify the accuracy of these costs and provide all support documentation
required by the SANITATION DISTRICT. CONSULTANT understands that
submitted costs are subject to Section 11 -Audit Provisions.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
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If the SANITATION DISTRICT determines that the work under this AGREEMENT
or any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION
DISTRICT; or
ii. The percentage of the work accomplished for each project element,
The SANITATION DISTRICT may, at the discretion of the Director of
Engineering, retain an amount equal to that which insures that the total amount
paid to that date does not exceed the percentage of the completed work for the
Project in its entirety.
B. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this AGREEMENT, and upon acceptance of such work by the
SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any
money due for such work based on the monthly statements, including any
retained percentages relating to this portion of the work.
C. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this AGREEMENT for such work, or prior settlement upon
termination of this AGREEMENT, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this AGREEMENT other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this AGREEMENT
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; (b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; (c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
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5. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
6. DOCUMENT OWNERSHIP
A. Ownership of Documents for the Planning Services performed, all documents in
all forms (electronic, paper, etc.), including, but not limited to, studies, sketches,
drawings, computer printouts, disk files, and electronic copies prepared in
connection with or related to the Scope of Work or Planning Services, shall be
the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Planning Services are terminated: a) by the
completion of the AGREEMENT, or b) in accordance with other provisions of this
AGREEMENT. Notwithstanding any other provision of this paragraph or
AGREEMENT, the CONSULTANT shall have the right to make copies of all such
plans, studies, sketches, drawings, computer printouts and disk files, and
specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or
uses are not authorized or approved by CONSULTANT, provided that the service
rendered by CONSULTANT was not a proximate cause of the damage.
C. The CONSULTANT's performance shall be evaluated by the SANITATION
DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for
comment. The evaluation, together with the comments, shall be retained by the
SANITATION DISTRICT and may be considered in future CONSULTANT
selection processes.
7. INSURANCE
A. General
I. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will
accept State Compensation Insurance Fund, for the required policy of
Workers Compensation Insurance subject to the SANITATION
DISTRICT's option to require a change in insurer in the event the State
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Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose
rating drops below the levels herein specified. Said substitution shall
occur within 20 days of written notice to CONSULTANT, by the
SANITATION DISTRICT or its agent.
III. Coverage shall be in effect prior to the commencement of any work under
this AGREEMENT.
B. General Liability
The CONSULTANT shall maintain during the life of this AGREEMENT, including
the period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this AGREEMENT),
products liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse
and Underground) must be included in the General Liability policy and coverage
must be reflected on the submitted Certificate of Insurance.
C. Umbrella Excess Liability
The minimum limits of general liability and automotive liability insurance required,
as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage.
Umbrella excess liability coverage shall be issued with limits of liability which,
when combined with the primary insurance, will equal the minimum limits for
general liability and automotive liability.
D. Automotive/Vehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
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E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
AGREEMENT, standard industry form professional negligence errors and
omissions insurance coverage in an amount of not less than Two Million Dollars
($2,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this
AGREEMENT, and for a period of five (5) years from the date of the completion
of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
AGREEMENT. Said coverage shall be evidenced by either a new policy
evidencing no gap in coverage or by separate extended "tail" coverage with the
present or new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
AGREEMENT or until completion of the services provided for in this
AGREEMENT, whichever is later. In the event of termination of said policy
during this period, new coverage shall be obtained for the required period to
insure for the prior acts of CONSULTANT during the course of performing
services under the term of this AGREEMENT.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
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DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved fors that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25-5(7/97)or equivalent.
• Additional Insurance (ISO For) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements
must be submitted for approval by the
SANITATION DISTRICT, and the
SANITATION DISTRICT may reject
alternatives that provide different or less
coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25-5 (7197)shall state the
required thirty(30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Contracts
Administration, Div. 230, and shall be received by the SANITATION DISTRICT
not less than thirty (30) days prior to the effective date of the change(s) if the
change would reduce coverage or increase deductibles or SIR amounts or
otherwise reduce or limit the scope of insurance coverage provided to the
SANITATION DISTRICT.
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I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this AGREEMENT, or the extent
to which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Suboonsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
8. SCOPE CHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, as
requested by the SANITATION DISTRICT, the Parties hereto shall execute an
Amendment to this AGREEMENT setting forth with particularity all terms of the new
AGREEMENT, including, but not limited to any additional CONSULTANT's fees.
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9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and
CONSULTANT's project team members anticipated to be used on this Project under this
AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work
and services to be done by each Subconsultant and each of CONSULTANT's Project
team member. CONSULTANT shall include the respective compensation amounts for
CONSULTANT and each Subconsultant on a per-project-element basis, broken down as
indicated in Section 2 -Compensation.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's employees and Subconsultants are comprised of registered
engineers and a staff of specialists in each department. The firm itself is not a registered
engineer but represents and agrees that wherever, in the performance of this
AGREEMENT, the services of a registered engineer is required, such services
hereunder will be performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this AGREEMENT. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this AGREEMENT during the term of this
AGREEMENT and for a period of three (3) years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all Project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
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be available to assist SANITATION DISTRICT's auditor in obtaining all Project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of the SANITATION DISTRICT.
CONSULTANT'S staff performing services under the AGREEMENT shall at all times be
employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to
its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for
hiring, review, and termination of its staff and shall be accountable for all reports and
obligations respecting them, such as social security, income tax withholding,
unemployment compensation, workers' compensation and similar matters.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Sarah L. Strader, Senior Contracts Administrator
CONSULTANT:
ARCADIS U.S., INC.
8001 Irvine Center Drive, Suite 1100
Irvine, CA 92618
Attention: Joseph A. Laurie, PE
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT staff must be approved by the
SANITATION DISTRICT Project Manager prior to action from the CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this AGREEMENT, when the same are due.
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Notice of termination shall be mailed to the SANITATION DISTRICT at the address
listed in Section 13 - Notices.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, electronic materials, computation and study materials in
its files pertaining to the work described in this AGREEMENT, which is requested in
writing by the SANITATION DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays employees
not less than the minimum wage as defined by law, and that it does not discriminate in
its employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each Party is a person duly authorized to
execute this AGREEMENT for that Party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT,
the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
20. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
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21. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT'S sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT'S fees and costs and the
SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from, pertain to, or relate to any work performed,
or any operations, activities, or services provided by CONSULTANT in carrying out its
obligations under this AGREEMENT to the extent of the negligent, recklessness and/or
willful misconduct of CONSULTANT, its principals, officers, agents, employees,
CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or
anyone employed directly or indirectly by any of them, regardless of any contributing
negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing,
nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified
Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B)above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT'S liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances
shall the insurance requirements and limits set forth in this AGREEMENT be construed
to limit CONSULTANT'S indemnification obligation or other liability hereunder. The
terms of this AGREEMENT are contractual and the result of negotiation between the
parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed
against the drafting party, shall not be employed in the interpretation of this
AGREEMENT.
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22. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this AGREEMENT until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
23. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the Department and may
be considered in future CONSULTANT selection processes.
24. ENTIRE AGREEMENT
This AGREEMENT constitutes the entire understanding and AGREEMENT between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT
as of the day and year first above written.
CONSULTANT: ARCADIS U.S., INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A" Scope of Work
Attachment'B" Not attached
Attachment"C' Allowable Direct Costs
Attachment"D" Not attached
Attachment"E" Not attached
Attachment"F Not attached
Attachment"G" Hourly Rate Schedule
Attachment"H" Proposed Staff Roles
SLS:yp
EDMS:003980787
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PLANNING SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and BLACK&VEATCH CORPORATION, for purposes of this
AGREEMENT hereinafter referred to as"CONSULTANT". The SANITATION DISTRICT and
CONSULTANT are referred to herein collectively as the "Parties"or individually as a "Party."
WITNESSETH:
WHEREAS, the SANITATION DISTRICT determined a need for Planning Studies to be
prepared under ON-CALL PLANNING STUDIES, PLAN2013.02; and,
WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call
Planning Studies and conceptual designs for wastewater collection, treatment, and support
facilities. Other services, such as field work and testing could also be required. The work will
include studies that will address the SANITATION DISTRICT's CIP planning needs; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary planning services; and,
WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee pursuant to
Resolution No. OCSD 07-04 to approve this AGREEMENT between the SANITATION
DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as
follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary planning services to accomplish those
project elements outlined in the Scope of Work attached hereto as Attachment"A", and
by this reference made a part of this AGREEMENT.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, and completeness of the work and services furnished by the
CONSULTANT under this AGREEMENT, including the work performed by its
Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it
is understood to be conceptual approval only and does not relieve the
CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed to the highest industry
standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all comments, suggestions, and recommendations from the
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SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its
agent, shall be incorporated into the report prior to the next review deadline or
addressed, in writing, as to why the comment(s) has/have not been incorporated.
CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e. correct references, terms, capitalization or equal status,
spelling, punctuation, etc.)
C. In the event that CONSULTANTs services and/or work product(s) is not to the
satisfaction of the SANITATION DISTRICT and/or does not conform to the
requirements of this AGREEMENT or the applicable industry standards, the
CONSULTANT shall, without additional compensation, promptly correct or revise
any errors or deficiencies in its work product(s)within the timeframe specified by
the Project Engineer/Project Manager. The SANITATION DISTRICT may charge
to CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT
and Subconsultants using the SANITATION DISTRICT CAD Manual.
Conversion of CAD work from any other non-standard CAD format to the
SANITATION DISTRICT format shall not be acceptable in lieu of this
requirement.
E. All planning services performed by the CONSULTANT, including, but not limited
to, all drafts, data, correspondence, proposals, and reports compiled or
composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole
use of the SANITATION DISTRICT, its agents and employees. Neither the
documents nor their contents shall be released to any third party without the prior
written consent of the SANITATION DISTRICT. This provision does not apply to
information that(a)was publicly known, or otherwise known to the
CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, or(b) subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
Except for Subconsultants covered by Section 2 (a) neither the documents nor
their contents shall be released to any third party without the prior written consent
of the SANITATION DISTRICT.
2. COMPENSATION
A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not
exceed One Million Dollars ($1,000,000)for a three (3)year period. The
SANITATION DISTRICT will compensate the CONSULTANT for the services
provided according to the hourly rates, as applicable, for the items included in
Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened
hourly rate.
B. As the need for professional services arises during the term of this
AGREEMENT, and within the overall Scope of Work, Task Orders may be issued
to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order
will specifically define the scope of work, the not-to-exceed amount to be paid to
the CONSULTANT, and any other information necessary to complete the Task
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Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will
receive any assignment, nor that the firm will receive an equal number of
assignments, nor does the SANITATION DISTRICT make any guarantee that the
contract amount, identified in Paragraph A above, will be expended.
Task Order assignment will be as follows: Task Orders One Hundred Thousand
Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to
perform the task considering scope, qualifications, experience, availability and
any other considerations the SANITATION DISTRICT deems relevant. All Task
Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty
Thousand Dollars ($250,000), will be competed between all selected on-call
firms. This Task Order AGREEMENT shall not be used for Task Orders over Two
Hundred Fifty Thousand Dollars ($250,000).
C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual
agreement of the Parties. Escalation will be in accordance with CPI of
LA-Orange County Index. This rate is determined by the U.S. Department of
Labor Statistics, Consumer Price Index—Los Angeles/Orange County
Metropolitan Area.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the Total Compensation,
provided that the Total Compensation is not increased.
4. PAYMENT
A. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than
the second Wednesday of the following month and in the format required by the
SANITATION DISTRICT. The format must include, as a minimum: 1) current
billing period invoicing, 2) current billing period "total percent invoiced to date",
3)future activities, 4) previous billing period "total invoiced to date", 5) potential
items that are not included in the Scope of Work, 6) concerns and possible
delays, 7) percentage of completion to date, and S) budget status and amount
remaining. Such requests shall be accompanied by such supporting data as may
be required by the SANITATION DISTRICT.
Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall warrant and
certify the accuracy of these costs and provide all support documentation
required by the SANITATION DISTRICT. CONSULTANT understands that
submitted costs are subject to Section 11 -Audit Provisions.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
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If the SANITATION DISTRICT determines that the work under this AGREEMENT
or any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION
DISTRICT; or
ii. The percentage of the work accomplished for each project element,
The SANITATION DISTRICT may, at the discretion of the Director of
Engineering, retain an amount equal to that which insures that the total amount
paid to that date does not exceed the percentage of the completed work for the
Project in its entirety.
B. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this AGREEMENT, and upon acceptance of such work by the
SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any
money due for such work based on the monthly statements, including any
retained percentages relating to this portion of the work.
C. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this AGREEMENT for such work, or prior settlement upon
termination of this AGREEMENT, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this AGREEMENT other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this AGREEMENT
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; (b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; (c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
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5. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
6. DOCUMENT OWNERSHIP
A. Ownership of Documents for the Planning Services performed, all documents in
all forms (electronic, paper, etc.), including, but not limited to, studies, sketches,
drawings, computer printouts, disk files, and electronic copies prepared in
connection with or related to the Scope of Work or Planning Services, shall be
the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Planning Services are terminated: a) by the
completion of the AGREEMENT, or b) in accordance with other provisions of this
AGREEMENT. Notwithstanding any other provision of this paragraph or
AGREEMENT, the CONSULTANT shall have the right to make copies of all such
plans, studies, sketches, drawings, computer printouts and disk files, and
specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or
uses are not authorized or approved by CONSULTANT, provided that the service
rendered by CONSULTANT was not a proximate cause of the damage.
C. The CONSULTANT's performance shall be evaluated by the SANITATION
DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for
comment. The evaluation, together with the comments, shall be retained by the
SANITATION DISTRICT and may be considered in future CONSULTANT
selection processes.
7. INSURANCE
A. General
I. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will
accept State Compensation Insurance Fund, for the required policy of
Workers Compensation Insurance subject to the SANITATION
DISTRICT's option to require a change in insurer in the event the State
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Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose
rating drops below the levels herein specified. Said substitution shall
occur within 20 days of written notice to CONSULTANT, by the
SANITATION DISTRICT or its agent.
III. Coverage shall be in effect prior to the commencement of any work under
this AGREEMENT.
B. General Liabilitv
The CONSULTANT shall maintain during the life of this AGREEMENT, including
the period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage:
One Million Dollars ($1,000,000) per occurrence with One Million Dollars
($1,000,000)aggregate. Said insurance shall include coverage for the following
hazards: Premises-Operations, blanket contractual liability (for this
AGREEMENT), products liability/completed operations (including any product
manufactured or assembled), broad form property damage, blanket contractual
liability, independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse
and Underground) must be included in the General Liability policy and coverage
must be reflected on the submitted Certificate of Insurance.
C. Umbrella Excess Liability
The minimum limits of general liability and automotive liability insurance required,
as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage.
Umbrella excess liability coverage shall be issued with limits of liability which,
when combined with the primary insurance, will equal the minimum limits for
general liability and automotive liability.
D. Automotive/Vehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
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E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
AGREEMENT, standard industry form professional negligence errors and
omissions insurance coverage in an amount of not less than Two Million Dollars
($2,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this
AGREEMENT, and for a period of five (5) years from the date of the completion
of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
AGREEMENT. Said coverage shall be evidenced by either a new policy
evidencing no gap in coverage or by separate extended "tail" coverage with the
present or new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
AGREEMENT or until completion of the services provided for in this
AGREEMENT, whichever is later. In the event of termination of said policy
during this period, new coverage shall be obtained for the required period to
insure for the prior acts of CONSULTANT during the course of performing
services under the term of this AGREEMENT.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
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DISTRICT before work commences. The CONSULTANT shall provide the
SANITATION DISTRICT with access to copies of its insurance policies and
amendatory endorsements effecting coverage at its regional office in Irvine,
California during normal working hours. Confidential information may be
redacted from said policies, provided that verification of coverage may not be
redacted. Said policies and endorsements shall conform to the requirements
herein stated. The following are approved forms that must be submitted as proof
of coverage:
• Certificate of Insurance ACORD Form 25-S(7/97)or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements
must be submitted for approval by the
SANITATION DISTRICT, and the
SANITATION DISTRICT may reject
alternatives that provide different or less
coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25-5 (7/97)shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, until thirty (30)days after written notice is given to the
SANITATION DISTRICT except for nonpayment of premium, which shall require
not less than ten (10) days written notice to the SANITATION DISTRICT. Should
there be changes in coverage or an increase in deductible or SIR amounts, the
CONSULTANT shall send to the SANITATION DISTRICT a certified letter which
includes a description of the changes in coverage and/or any increase in
deductible or SIR amounts. The certified letter must be sent to the attention of
Contracts Administration, Div. 230, and shall be received by the SANITATION
DISTRICT not less than thirty(30) days prior to the effective date of the
changes) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the SANITATION DISTRICT.
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I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this AGREEMENT, or the extent
to which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses. The SANITATION
DISTRICT will not invoke the option expressed in this paragraph unless it has
reasonable cause to question CONSULTANT's financial strength.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
8. SCOPE CHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, as
requested by the SANITATION DISTRICT, the Parties hereto shall execute an
Amendment to this AGREEMENT setting forth with particularity all terms of the new
AGREEMENT, including, but not limited to any additional CONSULTANT's fees.
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9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and
CONSULTANT's project team members anticipated to be used on this Project under this
AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work
and services to be done by each Subconsultant and each of CONSULTANT's Project
team member. CONSULTANT shall include the respective compensation amounts for
CONSULTANT and each Subconsultant on a per-project-element basis, broken down as
indicated in Section 2 -Compensation.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's employees and Subconsultants are comprised of registered
engineers and a staff of specialists in each department. The firm itself is not a registered
engineer but represents and agrees that wherever, in the performance of this
AGREEMENT, the services of a registered engineer is required, such services
hereunder will be performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this AGREEMENT. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this AGREEMENT during the term of this
AGREEMENT and for a period of three (3) years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all Project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
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be available to assist SANITATION DISTRICT's auditor in obtaining all Project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of the SANITATION DISTRICT.
CONSULTANT'S staff performing services under the AGREEMENT shall at all times be
employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to
its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for
hiring, review, and termination of its staff and shall be accountable for all reports and
obligations respecting them, such as social security, income tax withholding,
unemployment compensation, workers' compensation and similar matters.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Sarah L. Strader, Senior Contracts Administrator
CONSULTANT:
BLACK&VEATCH CORPORATION
15615 Alton Parkway, Suite 300
Irvine, CA 92618
Attention: David A. Cover, P.E., BCEE
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT staff must be approved by the
SANITATION DISTRICT Project Manager prior to action from the CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this AGREEMENT, when the same are due.
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Notice of termination shall be mailed to the SANITATION DISTRICT at the address
listed in Section 13 - Notices.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, electronic materials, computation and study materials in
its files pertaining to the work described in this AGREEMENT, which is requested in
writing by the SANITATION DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays employees
not less than the minimum wage as defined by law, and that it does not discriminate in
its employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each Party is a person duly authorized to
execute this AGREEMENT for that Party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT,
the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
20. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
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21. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT'S sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT'S fees and costs and the
SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from, pertain to, or relate to any work performed,
or any operations, activities, or services provided by CONSULTANT in carrying out its
obligations under this AGREEMENT to the extent of the negligent, recklessness and/or
willful misconduct of CONSULTANT, its principals, officers, agents, employees,
CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or
anyone employed directly or indirectly by any of them, regardless of any contributing
negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing,
nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified
Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B)above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT'S liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances
shall the insurance requirements and limits set forth in this AGREEMENT be construed
to limit CONSULTANT'S indemnification obligation or other liability hereunder. The
terms of this AGREEMENT are contractual and the result of negotiation between the
parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed
against the drafting party, shall not be employed in the interpretation of this
AGREEMENT.
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22. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this AGREEMENT until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
23. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the Department and may
be considered in future CONSULTANT selection processes.
24. ENTIRE AGREEMENT
This AGREEMENT constitutes the entire understanding and AGREEMENT between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT
as of the day and year first above written.
CONSULTANT: BLACK & VEATCH CORPORATION
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A" Scope of Work
Attachment'B" Not attached
Attachment"C' Allowable Direct Costs
Attachment"D" Not attached
Attachment"E" Not attached
Attachment"F Not attached
Attachment"G" Hourly Rate Schedule
Attachment"H" Proposed Staff Roles
SLS:yp
EDMS:003980796
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PLANNING SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and BROWN AND CALDWELL, for purposes of this AGREEMENT
hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT
are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, the SANITATION DISTRICT determined a need for Planning Studies to be
prepared under ON-CALL PLANNING STUDIES, PLAN2013.03; and,
WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call
Planning Studies and conceptual designs for wastewater collection, treatment, and support
facilities. Other services, such as field work and testing could also be required. The work will
include studies that will address the SANITATION DISTRICT's CIP planning needs; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary planning services; and,
WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee pursuant to
Resolution No. OCSD 07-04 to approve this AGREEMENT between the SANITATION
DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as
follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary planning services to accomplish those
project elements outlined in the Scope of Work attached hereto as Attachment"A", and
by this reference made a part of this AGREEMENT.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, and completeness of the work and services furnished by the
CONSULTANT under this AGREEMENT, including the work performed by its
Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it
is understood to be conceptual approval only and does not relieve the
CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed to the highest industry
standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all comments, suggestions, and recommendations from the
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SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its
agent, shall be incorporated into the report prior to the next review deadline or
addressed, in writing, as to why the comment(s) has/have not been incorporated.
CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e. correct references, terms, capitalization or equal status,
spelling, punctuation, etc.)
C. In the event that CONSULTANTs services and/or work product(s) is not to the
satisfaction of the SANITATION DISTRICT and/or does not conform to the
requirements of this AGREEMENT or the applicable industry standards, the
CONSULTANT shall, without additional compensation, promptly correct or revise
any errors or deficiencies in its work product(s)within the timeframe specified by
the Project Engineer/Project Manager. The SANITATION DISTRICT may charge
to CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT
and Subconsultants using the SANITATION DISTRICT CAD Manual.
Conversion of CAD work from any other non-standard CAD format to the
SANITATION DISTRICT format shall not be acceptable in lieu of this
requirement.
E. All planning services performed by the CONSULTANT, including, but not limited
to, all drafts, data, correspondence, proposals, and reports compiled or
composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole
use of the SANITATION DISTRICT, its agents and employees. Neither the
documents nor their contents shall be released to any third party without the prior
written consent of the SANITATION DISTRICT. This provision does not apply to
information that(a)was publicly known, or otherwise known to the
CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, or(b) subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
Except for Subconsultants covered by Section 2 (a) neither the documents nor
their contents shall be released to any third party without the prior written consent
of the SANITATION DISTRICT.
2. COMPENSATION
A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not
exceed One Million Dollars ($1,000,000)for a three (3)year period. The
SANITATION DISTRICT will compensate the CONSULTANT for the services
provided according to the hourly rates, as applicable, for the items included in
Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened
hourly rate.
B. As the need for professional services arises during the term of this
AGREEMENT, and within the overall Scope of Work, Task Orders may be issued
to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order
will specifically define the scope of work, the not-to-exceed amount to be paid to
the CONSULTANT, and any other information necessary to complete the Task
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Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will
receive any assignment, nor that the firm will receive an equal number of
assignments, nor does the SANITATION DISTRICT make any guarantee that the
contract amount, identified in Paragraph A above, will be expended.
Task Order assignment will be as follows: Task Orders One Hundred Thousand
Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to
perform the task considering scope, qualifications, experience, availability and
any other considerations the SANITATION DISTRICT deems relevant. All Task
Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty
Thousand Dollars ($250,000), will be competed between all selected on-call
firms. This Task Order AGREEMENT shall not be used for Task Orders over Two
Hundred Fifty Thousand Dollars ($250,000).
C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual
agreement of the Parties. Escalation will be in accordance with CPI of
LA-Orange County Index. This rate is determined by the U.S. Department of
Labor Statistics, Consumer Price Index—Los Angeles/Orange County
Metropolitan Area.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the Total Compensation,
provided that the Total Compensation is not increased.
4. PAYMENT
A. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than
the second Wednesday of the following month and in the format required by the
SANITATION DISTRICT. The format must include, as a minimum: 1) current
billing period invoicing, 2) current billing period "total percent invoiced to date",
3)future activities, 4) previous billing period "total invoiced to date", 5) potential
items that are not included in the Scope of Work, 6) concerns and possible
delays, 7) percentage of completion to date, and S) budget status and amount
remaining. Such requests shall be accompanied by such supporting data as may
be required by the SANITATION DISTRICT.
Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall warrant and
certify the accuracy of these costs and provide all support documentation
required by the SANITATION DISTRICT. CONSULTANT understands that
submitted costs are subject to Section 11 -Audit Provisions.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
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If the SANITATION DISTRICT determines that the work under this AGREEMENT
or any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION
DISTRICT; or
ii. The percentage of the work accomplished for each project element,
The SANITATION DISTRICT may, at the discretion of the Director of
Engineering, retain an amount equal to that which insures that the total amount
paid to that date does not exceed the percentage of the completed work for the
Project in its entirety.
B. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this AGREEMENT, and upon acceptance of such work by the
SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any
money due for such work based on the monthly statements, including any
retained percentages relating to this portion of the work.
C. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this AGREEMENT for such work, or prior settlement upon
termination of this AGREEMENT, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this AGREEMENT other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this AGREEMENT
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; (b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; (c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
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5. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
6. DOCUMENT OWNERSHIP
A. Ownership of Documents for the Planning Services performed, all documents in
all forms (electronic, paper, etc.), including, but not limited to, studies, sketches,
drawings, computer printouts, disk files, and electronic copies prepared in
connection with or related to the Scope of Work or Planning Services, shall be
the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Planning Services are terminated: a) by the
completion of the AGREEMENT, or b) in accordance with other provisions of this
AGREEMENT. Notwithstanding any other provision of this paragraph or
AGREEMENT, the CONSULTANT shall have the right to make copies of all such
plans, studies, sketches, drawings, computer printouts and disk files, and
specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or
uses are not authorized or approved by CONSULTANT, provided that the service
rendered by CONSULTANT was not a proximate cause of the damage.
C. The CONSULTANT's performance shall be evaluated by the SANITATION
DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for
comment. The evaluation, together with the comments, shall be retained by the
SANITATION DISTRICT and may be considered in future CONSULTANT
selection processes.
7. INSURANCE
A. General
I. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will
accept State Compensation Insurance Fund, for the required policy of
Workers Compensation Insurance subject to the SANITATION
DISTRICT's option to require a change in insurer in the event the State
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Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose
rating drops below the levels herein specified. Said substitution shall
occur within 20 days of written notice to CONSULTANT, by the
SANITATION DISTRICT or its agent.
III. Coverage shall be in effect prior to the commencement of any work under
this AGREEMENT.
B. General Liability
The CONSULTANT shall maintain during the life of this AGREEMENT, including
the period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this AGREEMENT),
products liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse
and Underground) must be included in the General Liability policy and coverage
must be reflected on the submitted Certificate of Insurance.
C. Umbrella Excess Liability
The minimum limits of general liability and automotive liability insurance required,
as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage.
Umbrella excess liability coverage shall be issued with limits of liability which,
when combined with the primary insurance, will equal the minimum limits for
general liability and automotive liability.
D. Automotive/Vehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
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E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
AGREEMENT, standard industry form professional negligence errors and
omissions insurance coverage in an amount of not less than Two Million Dollars
($2,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this
AGREEMENT, and for a period of five (5) years from the date of the completion
of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
AGREEMENT. Said coverage shall be evidenced by either a new policy
evidencing no gap in coverage or by separate extended "tail" coverage with the
present or new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
AGREEMENT or until completion of the services provided for in this
AGREEMENT, whichever is later. In the event of termination of said policy
during this period, new coverage shall be obtained for the required period to
insure for the prior acts of CONSULTANT during the course of performing
services under the term of this AGREEMENT.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
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DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved fors that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25-5(7/97)or equivalent.
• Additional Insurance (ISO For) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 1001 and CG 2037 1001
All other Additional Insured endorsements
must be submitted for approval by the
SANITATION DISTRICT, and the
SANITATION DISTRICT may reject
alternatives that provide different or less
coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25-5 (7197)shall state the
required thirty(30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Contracts
Administration, Div. 230, and shall be received by the SANITATION DISTRICT
not less than thirty (30) days prior to the effective date of the change(s) if the
change would reduce coverage or increase deductibles or SIR amounts or
otherwise reduce or limit the scope of insurance coverage provided to the
SANITATION DISTRICT.
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I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this AGREEMENT, or the extent
to which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Suboonsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
8. SCOPE CHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, as
requested by the SANITATION DISTRICT, the Parties hereto shall execute an
Amendment to this AGREEMENT setting forth with particularity all terms of the new
AGREEMENT, including, but not limited to any additional CONSULTANT's fees.
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9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and
CONSULTANT's project team members anticipated to be used on this Project under this
AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work
and services to be done by each Subconsultant and each of CONSULTANT's Project
team member. CONSULTANT shall include the respective compensation amounts for
CONSULTANT and each Subconsultant on a per-project-element basis, broken down as
indicated in Section 2 -Compensation.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's employees and Subconsultants are comprised of registered
engineers and a staff of specialists in each department. The firm itself is not a registered
engineer but represents and agrees that wherever, in the performance of this
AGREEMENT, the services of a registered engineer is required, such services
hereunder will be performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this AGREEMENT. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this AGREEMENT during the term of this
AGREEMENT and for a period of three (3) years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all Project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
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be available to assist SANITATION DISTRICT's auditor in obtaining all Project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of the SANITATION DISTRICT.
CONSULTANT'S staff performing services under the AGREEMENT shall at all times be
employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to
its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for
hiring, review, and termination of its staff and shall be accountable for all reports and
obligations respecting them, such as social security, income tax withholding,
unemployment compensation, workers' compensation and similar matters.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Sarah L. Strader, Senior Contracts Administrator
CONSULTANT:
BROWN AND CALDWELL
18200 Von Kerman Ave., Suite 400
Irvine, CA 92612
Attention: Dan Bunce, P.E. PMP
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT staff must be approved by the
SANITATION DISTRICT Project Manager prior to action from the CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this AGREEMENT, when the same are due.
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Notice of termination shall be mailed to the SANITATION DISTRICT at the address
listed in Section 13 - Notices.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, electronic materials, computation and study materials in
its files pertaining to the work described in this AGREEMENT, which is requested in
writing by the SANITATION DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays employees
not less than the minimum wage as defined by law, and that it does not discriminate in
its employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each Party is a person duly authorized to
execute this AGREEMENT for that Party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT,
the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
20. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
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21. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT'S sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT'S fees and costs and the
SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from, pertain to, or relate to any work performed,
or any operations, activities, or services provided by CONSULTANT in carrying out its
obligations under this AGREEMENT to the extent of the negligent, recklessness and/or
willful misconduct of CONSULTANT, its principals, officers, agents, employees,
CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or
anyone employed directly or indirectly by any of them, regardless of any contributing
negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing,
nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified
Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B)above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT'S liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances
shall the insurance requirements and limits set forth in this AGREEMENT be construed
to limit CONSULTANT'S indemnification obligation or other liability hereunder. The
terms of this AGREEMENT are contractual and the result of negotiation between the
parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed
against the drafting party, shall not be employed in the interpretation of this
AGREEMENT.
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22. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this AGREEMENT until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
23. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the Department and may
be considered in future CONSULTANT selection processes.
24. ENTIRE AGREEMENT
This AGREEMENT constitutes the entire understanding and AGREEMENT between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT
as of the day and year first above written.
CONSULTANT: BROWN AND CALDWELL
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A" Scope of Work
Attachment'B" Not attached
Attachment"C' Allowable Direct Costs
Attachment"D" Not attached
Attachment"E" Not attached
Attachment"F Not attached
Attachment"G" Hourly Rate Schedule
Attachment"H" Proposed Staff Roles
SLS:yp
EDMS:003980797
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PLANNING SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and CH2M HILL ENGINEERS, INC., for purposes of this
AGREEMENT hereinafter referred to as"CONSULTANT". The SANITATION DISTRICT and
CONSULTANT are referred to herein collectively as the "Parties"or individually as a "Party."
WITNESSETH:
WHEREAS, the SANITATION DISTRICT determined a need for Planning Studies to be
prepared under ON-CALL PLANNING STUDIES, PLAN2013.04; and,
WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call
Planning Studies and conceptual designs for wastewater collection, treatment, and support
facilities. Other services, such as field work and testing could also be required. The work will
include studies that will address the SANITATION DISTRICT's CIP planning needs; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary planning services; and,
WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee pursuant to
Resolution No. OCSD 07-04 to approve this AGREEMENT between the SANITATION
DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as
follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary planning services to accomplish those
project elements outlined in the Scope of Work attached hereto as Attachment"A", and
by this reference made a part of this AGREEMENT.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, and completeness of the work and services furnished by the
CONSULTANT under this AGREEMENT, including the work performed by its
Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it
is understood to be conceptual approval only and does not relieve the
CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed to the standards of
best professional practice for clarity, uniformity, and completeness.
CONSULTANT shall timely respond to all comments, suggestions, and
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recommendations from the SANITATION DISTRICT. All comments from the
SANITATION DISTRICT, or its agent, shall be incorporated into the report prior
to the next review deadline or addressed, in writing, as to why the comment(s)
has/have not been incorporated. CONSULTANT shall ensure that each
submittal is 100% accurate for the level of work submitted (i.e. correct
references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANTs services and/or work product(s) is not
performed in conformance to the requirements of this AGREEMENT or the
applicable industry standards, the CONSULTANT shall, without additional
compensation, promptly correct or revise any errors or deficiencies in its work
product(s) within the reasonable timeframe specified by the Project
Engineer/Project Manager. The SANITATION DISTRICT may charge to
CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT
and Subconsultants using the SANITATION DISTRICT CAD Manual.
Conversion of CAD work from any other non-standard CAD format to the
SANITATION DISTRICT format shall not be acceptable in lieu of this
requirement.
E. All planning services performed by the CONSULTANT, including, but not limited
to, all drafts, data, correspondence, proposals, and reports compiled or
composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole
use of the SANITATION DISTRICT, its agents and employees. Neither the
documents nor their contents shall be released to any third party without the prior
written consent of the SANITATION DISTRICT. This provision does not apply to
information that(a)was publicly known, or otherwise known to the
CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, or(b) subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
Except for Subconsultants covered by Section 2 (a) neither the documents nor
their contents shall be released to any third party without the prior written consent
of the SANITATION DISTRICT.
2. COMPENSATION
A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not
exceed One Million Dollars ($1,000,000)for a three (3)year period. The
SANITATION DISTRICT will compensate the CONSULTANT for the services
provided according to the hourly rates, as applicable, for the items included in
Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened
hourly rate.
B. As the need for professional services arises during the term of this
AGREEMENT, and within the overall Scope of Work, Task Orders may be issued
to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order
will specifically define the scope of work, the not-to-exceed amount to be paid to
the CONSULTANT, and any other information necessary to complete the Task
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Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will
receive any assignment, nor that the firm will receive an equal number of
assignments, nor does the SANITATION DISTRICT make any guarantee that the
contract amount, identified in Paragraph A above, will be expended.
Task Order assignment will be as follows: Task Orders One Hundred Thousand
Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to
perform the task considering scope, qualifications, experience, availability and
any other considerations the SANITATION DISTRICT deems relevant. All Task
Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty
Thousand Dollars ($250,000), will be competed between all selected on-call
firms. This Task Order AGREEMENT shall not be used for Task Orders over Two
Hundred Fifty Thousand Dollars ($250,000).
C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual
agreement of the Parties. Escalation will be in accordance with CPI of
LA-Orange County Index. This rate is determined by the U.S. Department of
Labor Statistics, Consumer Price Index—Los Angeles/Orange County
Metropolitan Area.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the Total Compensation,
provided that the Total Compensation is not increased.
4. PAYMENT
A. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than
the second Wednesday of the following month and in the format required by the
SANITATION DISTRICT. The format must include, as a minimum: 1) current
billing period invoicing, 2) current billing period "total percent invoiced to date",
3)future activities, 4) previous billing period "total invoiced to date", 5) potential
items that are not included in the Scope of Work,
6) concerns and possible delays, 7) percentage of completion to date, and
8) budget status and amount remaining. Such requests shall be accompanied by
such supporting data as may be required by the SANITATION DISTRICT.
Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall warrant and
certify the accuracy of these costs and provide all support documentation
required by the SANITATION DISTRICT. CONSULTANT understands that
submitted costs are subject to Section 11 —Audit Provisions.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
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If the SANITATION DISTRICT determines that the work under this AGREEMENT
or any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION
DISTRICT; or
ii. The percentage of the work accomplished for each project element,
The SANITATION DISTRICT may, at the discretion of the Director of
Engineering, retain an amount equal to that which insures that the total amount
paid to that date does not exceed the percentage of the completed work for the
Project in its entirety.
B. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this AGREEMENT, and upon acceptance of such work by the
SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any
money due for such work based on the monthly statements, including any
retained percentages relating to this portion of the work.
C. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this AGREEMENT for such work, or prior settlement upon
termination of this AGREEMENT, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this AGREEMENT other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this AGREEMENT
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; (b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; (c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
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5. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
6. DOCUMENT OWNERSHIP
A. Ownership of Documents for the Planning Services performed, all documents in
all forms (electronic, paper, etc.), including, but not limited to, studies, sketches,
drawings, computer printouts, disk files, and electronic copies prepared in
connection with or related to the Scope of Work or Planning Services, shall be
the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Planning Services are terminated: a) by the
completion of the AGREEMENT, or b) in accordance with other provisions of this
AGREEMENT. Notwithstanding any other provision of this paragraph or
AGREEMENT, the CONSULTANT shall have the right to make copies of all such
plans, studies, sketches, drawings, computer printouts and disk files, and
specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or
uses are not authorized or approved by CONSULTANT, provided that the service
rendered by CONSULTANT was not a proximate cause of the damage.
C. The CONSULTANT's performance shall be evaluated by the SANITATION
DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for
comment. The evaluation, together with the comments, shall be retained by the
SANITATION DISTRICT and may be considered in future CONSULTANT
selection processes.
7. INSURANCE
A. General
I. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will
accept State Compensation Insurance Fund, for the required policy of
Workers Compensation Insurance subject to the SANITATION
DISTRICT's option to require a change in insurer in the event the State
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Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose
rating drops below the levels herein specified. Said substitution shall
occur within 20 days of written notice to CONSULTANT, by the
SANITATION DISTRICT or its agent.
III. Coverage shall be in effect prior to the commencement of any work under
this AGREEMENT.
B. General Liability
The CONSULTANT shall maintain during the life of this AGREEMENT, including
the period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this AGREEMENT),
products liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse
and Underground) must be included in the General Liability policy and coverage
must be reflected on the submitted Certificate of Insurance.
C. Umbrella Excess Liability
The minimum limits of general liability and automotive liability insurance required,
as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage.
Umbrella excess liability coverage shall be issued with limits of liability which,
when combined with the primary insurance, will equal the minimum limits for
general liability and automotive liability.
D. Automotive/Vehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
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E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
AGREEMENT, standard industry form professional negligence errors and
omissions insurance coverage in an amount of not less than Two Million Dollars
($2,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this
AGREEMENT, and for a period of five (5) years from the date of the completion
of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
AGREEMENT. Said coverage shall be evidenced by either a new policy
evidencing no gap in coverage or by separate extended "tail" coverage with the
present or new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
AGREEMENT or until completion of the services provided for in this
AGREEMENT, whichever is later. In the event of termination of said policy
during this period, new coverage shall be obtained for the required period to
insure for the prior acts of CONSULTANT during the course of performing
services under the term of this AGREEMENT.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
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DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, copies of all required insurance policies, including
endorsements, effecting the coverage required, at any time. The following are
approved fors that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25-5(7/97) or equivalent.
• Additional Insurance (ISO Form)CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 1001 and CG 2037 1001
All other Additional Insured endorsements
must be submitted for approval by the
SANITATION DISTRICT, and the
SANITATION DISTRICT may reject
alternatives that provide different or less
coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25-5 (7197)shall state the
required thirty(30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Contracts
Administration, Div. 230, and shall be received by the SANITATION DISTRICT
not less than thirty (30) days prior to the effective date of the change(s) if the
change would reduce coverage or increase deductibles or SIR amounts or
otherwise reduce or limit the scope of insurance coverage provided to the
SANITATION DISTRICT.
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I. Primary Insurance
Liability policies in paragraphs B, C, and D, shall contain a Primary and Non
Contributory Clause. Any other insurance maintained by the SANITATION
DISTRICT shall be excess and not contributing with the insurance provided by
CONSULTANT.
J. Separation of Insured
Liability policies in paragraphs B, C, and D, shall contain a "Separation of
Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this AGREEMENT, or the extent
to which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies in paragraph B, C, and D, shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not
deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
8. SCOPE CHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, as
requested by the SANITATION DISTRICT, the Parties hereto shall execute an
Amendment to this AGREEMENT setting forth with particularity all terms of the new
AGREEMENT, including, but not limited to any additional CONSULTANT's fees.
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9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and
CONSULTANT's project team members anticipated to be used on this Project under this
AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work
and services to be done by each Subconsultant and each of CONSULTANT's Project
team member. CONSULTANT shall include the respective compensation amounts for
CONSULTANT and each Subconsultant on a per-project-element basis, broken down as
indicated in Section 2 -Compensation.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's employees and Subconsultants are comprised of registered
engineers and a staff of specialists in each department. The firm itself is not a registered
engineer but represents and agrees that wherever, in the performance of this
AGREEMENT, the services of a registered engineer is required, such services
hereunder will be performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this AGREEMENT. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this AGREEMENT during the term of this
AGREEMENT and for a period of three (3) years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all Project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
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be available to assist SANITATION DISTRICT's auditor in obtaining all Project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of the SANITATION DISTRICT.
CONSULTANT'S staff performing services under the AGREEMENT shall at all times be
employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to
its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for
hiring, review, and termination of its staff and shall be accountable for all reports and
obligations respecting them, such as social security, income tax withholding,
unemployment compensation, workers' compensation and similar matters.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Sarah L. Strader, Senior Contracts Administrator
CONSULTANT:
CH2M HILL ENGINEERS, INC.
6 Hutton Centre Drive, Suite 700
Santa Ana, CA 92707
Attention: Fred Soroushian, PE
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT staff must be approved by the
SANITATION DISTRICT Project Manager prior to action from the CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this AGREEMENT, when the same are due.
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Notice of termination shall be mailed to the SANITATION DISTRICT at the address
listed in Section 13 - Notices.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, electronic materials, computation and study materials in
its files pertaining to the work described in this AGREEMENT, which is requested in
writing by the SANITATION DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays employees
not less than the minimum wage as defined by law, and that it does not discriminate in
its employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each Party is a person duly authorized to
execute this AGREEMENT for that Party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT,
the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
20. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
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21. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT'S sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT'S fees and costs and the
SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from, pertain to, or relate to any work performed,
or any operations, activities, or services provided by CONSULTANT in carrying out its
obligations under this AGREEMENT to the extent of the negligent, recklessness and/or
willful misconduct of CONSULTANT, its principals, officers, agents, employees,
CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or
anyone employed directly or indirectly by any of them, regardless of any contributing
negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing,
nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified
Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B)above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT'S liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances
shall the insurance requirements and limits set forth in this AGREEMENT be construed
to limit CONSULTANT'S indemnification obligation or other liability hereunder. The
terms of this AGREEMENT are contractual and the result of negotiation between the
parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed
against the drafting party, shall not be employed in the interpretation of this
AGREEMENT.
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22. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this AGREEMENT until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
23. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the Department and may
be considered in future CONSULTANT selection processes.
24. ENTIRE AGREEMENT
This AGREEMENT constitutes the entire understanding and AGREEMENT between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT
as of the day and year first above written.
CONSULTANT: CH2M HILL ENGINEERS, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A" Scope of Work
Attachment'B" Not attached
Attachment"C' Allowable Direct Costs
Attachment"D" Not attached
Attachment"E" Not attached
Attachment"F Not attached
Attachment"G" Hourly Rate Schedule
Attachment"H" Proposed Staff Roles
SLS:yp
EDMS:003980798
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PLANNING SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and TETRA TECH, INC., for purposes of this AGREEMENT
hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT
are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, the SANITATION DISTRICT determined a need for Planning Studies to be
prepared under ON-CALL PLANNING STUDIES, PLAN2013.05; and,
WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call
Planning Studies and conceptual designs for wastewater collection, treatment, and support
facilities. Other services, such as field work and testing could also be required. The work will
include studies that will address the SANITATION DISTRICT's CIP planning needs; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary planning services; and,
WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee pursuant to
Resolution No. OCSD 07-04 to approve this AGREEMENT between the SANITATION
DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as
follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary planning services to accomplish those
project elements outlined in the Scope of Work attached hereto as Attachment"A", and
by this reference made a part of this AGREEMENT.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, and completeness of the work and services furnished by the
CONSULTANT under this AGREEMENT, including the work performed by its
Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it
is understood to be conceptual approval only and does not relieve the
CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part
of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed to the standards of
best professional practice for clarity, uniformity, and completeness.
CONSULTANT shall timely respond to all comments, suggestions, and
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recommendations from the SANITATION DISTRICT. All comments from the
SANITATION DISTRICT, or its agent, shall be incorporated into the report prior
to the next review deadline or addressed, in writing, as to why the comment(s)
has/have not been incorporated. CONSULTANT shall ensure that each
submittal is 100% accurate for the level of work submitted (i.e. correct
references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANTs services and/or work product(s) is not to the
satisfaction of the SANITATION DISTRICT and/or does not conform to the
requirements of this AGREEMENT or the applicable industry standards, the
CONSULTANT shall, without additional compensation, promptly correct or revise
any errors or deficiencies in its work product(s)within the timeframe specified by
the Project Engineer/Project Manager. The SANITATION DISTRICT may charge
to CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT
and Subconsultants using the SANITATION DISTRICT CAD Manual.
Conversion of CAD work from any other non-standard CAD format to the
SANITATION DISTRICT format shall not be acceptable in lieu of this
requirement.
E. All planning services performed by the CONSULTANT, including, but not limited
to, all drafts, data, correspondence, proposals, and reports compiled or
composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole
use of the SANITATION DISTRICT, its agents and employees. Neither the
documents nor their contents shall be released to any third party without the prior
written consent of the SANITATION DISTRICT. This provision does not apply to
information that(a)was publicly known, or otherwise known to the
CONSULTANT, at the time that it was disclosed to the CONSULTANT by the
SANITATION DISTRICT, or(b) subsequently becomes publicly known to the
CONSULTANT other than through disclosure by the SANITATION DISTRICT.
Except for Subconsultants covered by Section 2 (a) neither the documents nor
their contents shall be released to any third party without the prior written consent
of the SANITATION DISTRICT.
2. COMPENSATION
A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not
exceed One Million Dollars ($1,000,000)for a three (3)year period. The
SANITATION DISTRICT will compensate the CONSULTANT for the services
provided according to the hourly rates, as applicable, for the items included in
Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened
hourly rate.
B. As the need for professional services arises during the term of this
AGREEMENT, and within the overall Scope of Work, Task Orders may be issued
to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order
will specifically define the scope of work, the not-to-exceed amount to be paid to
the CONSULTANT, and any other information necessary to complete the Task
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Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will
receive any assignment, nor that the firm will receive an equal number of
assignments, nor does the SANITATION DISTRICT make any guarantee that the
contract amount, identified in Paragraph A above, will be expended.
Task Order assignment will be as follows: Task Orders One Hundred Thousand
Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to
perform the task considering scope, qualifications, experience, availability and
any other considerations the SANITATION DISTRICT deems relevant. All Task
Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty
Thousand Dollars ($250,000), will be competed between all selected on-call
firms. This Task Order AGREEMENT shall not be used for Task Orders over Two
Hundred Fifty Thousand Dollars ($250,000).
C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual
agreement of the Parties. Escalation will be in accordance with CPI of
LA-Orange County Index. This rate is determined by the U.S. Department of
Labor Statistics, Consumer Price Index—Los Angeles/Orange County
Metropolitan Area.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the Total Compensation,
provided that the Total Compensation is not increased.
4. PAYMENT
A. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than
the second Wednesday of the following month and in the format required by the
SANITATION DISTRICT. The format must include, as a minimum: 1) current
billing period invoicing, 2) current billing period "total percent invoiced to date",
3)future activities, 4) previous billing period "total invoiced to date", 5) potential
items that are not included in the Scope of Work, 6) concerns and possible
delays, 7) percentage of completion to date, and 8) budget status and amount
remaining. Such requests shall be accompanied by such supporting data as may
be required by the SANITATION DISTRICT.
Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period. CONSULTANT shall warrant and
certify the accuracy of these costs and provide all support documentation
required by the SANITATION DISTRICT. CONSULTANT understands that
submitted costs are subject to Section 11 -Audit Provisions.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent (100%)of the invoiced amount on a per-project-element basis.
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If the SANITATION DISTRICT determines that the work under this AGREEMENT
or any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION
DISTRICT; or
ii. The percentage of the work accomplished for each project element,
The SANITATION DISTRICT may, at the discretion of the Director of
Engineering, retain an amount equal to that which insures that the total amount
paid to that date does not exceed the percentage of the completed work for the
Project in its entirety.
B. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this AGREEMENT, and upon acceptance of such work by the
SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any
money due for such work based on the monthly statements, including any
retained percentages relating to this portion of the work.
C. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this AGREEMENT for such work, or prior settlement upon
termination of this AGREEMENT, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this AGREEMENT other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this AGREEMENT
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; (b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; (c)conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
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5. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
6. DOCUMENT OWNERSHIP
A. Ownership of Documents for the Planning Services performed, all documents in
all forms (electronic, paper, etc.), including, but not limited to, studies, sketches,
drawings, computer printouts, disk files, and electronic copies prepared in
connection with or related to the Scope of Work or Planning Services, shall be
the property of the SANITATION DISTRICT. The SANITATION DISTRICT's
ownership of these documents includes use of, reproduction or reuse of and all
incidental rights, whether or not the work for which they were prepared has been
performed. The SANITATION DISTRICT ownership entitlement arises upon
payment or any partial payment for work performed and includes ownership of
any and all work product completed prior to that payment. This Section shall
apply whether the CONSULTANT's Planning Services are terminated: a) by the
completion of the AGREEMENT, or b) in accordance with other provisions of this
AGREEMENT. Notwithstanding any other provision of this paragraph or
AGREEMENT, the CONSULTANT shall have the right to make copies of all such
plans, studies, sketches, drawings, computer printouts and disk files, and
specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or
uses are not authorized or approved by CONSULTANT, provided that the service
rendered by CONSULTANT was not a proximate cause of the damage.
C. The CONSULTANT's performance shall be evaluated by the SANITATION
DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for
comment. The evaluation, together with the comments, shall be retained by the
SANITATION DISTRICT and may be considered in future CONSULTANT
selection processes.
7. INSURANCE
A. General
I. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will
accept State Compensation Insurance Fund, for the required policy of
Workers Compensation Insurance subject to the SANITATION
DISTRICT's option to require a change in insurer in the event the State
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Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose
rating drops below the levels herein specified. Said substitution shall
occur within 20 days of written notice to CONSULTANT, by the
SANITATION DISTRICT or its agent.
III. Coverage shall be in effect prior to the commencement of any work under
this AGREEMENT.
B. General Liability
The CONSULTANT shall maintain during the life of this AGREEMENT, including
the period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this AGREEMENT),
products liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability,
independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by
SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse
and Underground) must be included in the General Liability policy and coverage
must be reflected on the submitted Certificate of Insurance.
C. Umbrella Excess Liability
The minimum limits of general liability and automotive liability insurance required,
as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage.
Umbrella excess liability coverage shall be issued with limits of liability which,
when combined with the primary insurance, will equal the minimum limits for
general liability and automotive liability.
D. Automotive/Vehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
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E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
AGREEMENT, standard industry form professional negligence errors and
omissions insurance coverage in an amount of not less than Two Million Dollars
($2,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this
AGREEMENT, and for a period of five (5) years from the date of the completion
of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
AGREEMENT. Said coverage shall be evidenced by either a new policy
evidencing no gap in coverage or by separate extended "tail" coverage with the
present or new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
AGREEMENT or until completion of the services provided for in this
AGREEMENT, whichever is later. In the event of termination of said policy
during this period, new coverage shall be obtained for the required period to
insure for the prior acts of CONSULTANT during the course of performing
services under the term of this AGREEMENT.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
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DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved fors that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25-5(7/97) or equivalent.
• Additional Insurance (ISO Form)CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 1001 and CG 2037 1001
All other Additional Insured endorsements
must be submitted for approval by the
SANITATION DISTRICT, and the
SANITATION DISTRICT may reject
alternatives that provide different or less
coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25-5 (7197)shall state the
required thirty(30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Contracts
Administration, Div. 230, and shall be received by the SANITATION DISTRICT
not less than thirty (30) days prior to the effective date of the change(s) if the
change would reduce coverage or increase deductibles or SIR amounts or
otherwise reduce or limit the scope of insurance coverage provided to the
SANITATION DISTRICT.
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I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the SANITATION DISTRICT shall be excess and
not contributing with the insurance provided by CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this AGREEMENT, or the extent
to which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
8. SCOPECHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, as
requested by the SANITATION DISTRICT, the Parties hereto shall execute an
Amendment to this AGREEMENT setting forth with particularity all terms of the new
AGREEMENT, including, but not limited to any additional CONSULTANT's fees.
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9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and
CONSULTANT's project team members anticipated to be used on this Project under this
AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work
and services to be done by each Subconsultant and each of CONSULTANT's Project
team member. CONSULTANT shall include the respective compensation amounts for
CONSULTANT and each Subconsultant on a per-project-element basis, broken down as
indicated in Section 2 -Compensation.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANT's employees and Subconsultants are comprised of registered
engineers and a staff of specialists in each department. The firm itself is not a registered
engineer but represents and agrees that wherever, in the performance of this
AGREEMENT, the services of a registered engineer is required, such services
hereunder will be performed under the direct supervision of registered engineers.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this AGREEMENT. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this AGREEMENT during the term of this
AGREEMENT and for a period of three (3) years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION
DISTRICT's policy. The CONSULTANT shall make available to the
SANITATION DISTRICT for review and audit, all Project related accounting
records and documents, and any other financial data within 15 days after receipt
of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's
request, the CONSULTANT shall submit exact duplicates of originals of all
requested records to the SANITATION DISTRICT. If an audit is performed,
CONSULTANT shall ensure that a qualified employee of the CONSULTANT will
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be available to assist SANITATION DISTRICT's auditor in obtaining all Project
related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of the SANITATION DISTRICT.
CONSULTANT'S staff performing services under the AGREEMENT shall at all times be
employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to
its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for
hiring, review, and termination of its staff and shall be accountable for all reports and
obligations respecting them, such as social security, income tax withholding,
unemployment compensation, workers' compensation and similar matters.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Sarah L. Strader, Senior Contracts Administrator
CONSULTANT:
TETRA TECH, INC.
17885 Von Kerman Ave., Suite 500
Irvine, CA 92614
Attention: Steve Tedesco, P.E.
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT staff must be approved by the
SANITATION DISTRICT Project Manager prior to action from the CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this AGREEMENT, when the same are due.
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Notice of termination shall be mailed to the SANITATION DISTRICT at the address
listed in Paragraph 13- NOTICES.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, electronic materials, computation and study materials in
its files pertaining to the work described in this AGREEMENT, which is requested in
writing by the SANITATION DISTRICT.
16. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays employees
not less than the minimum wage as defined by law, and that it does not discriminate in
its employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each Party is a person duly authorized to
execute this AGREEMENT for that Party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT,
the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
20. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
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21. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT'S sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT'S fees and costs and the
SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from, pertain to, or relate to any work performed,
or any operations, activities, or services provided by CONSULTANT in carrying out its
obligations under this AGREEMENT to the extent of the negligent, recklessness and/or
willful misconduct of CONSULTANT, its principals, officers, agents, employees,
CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or
anyone employed directly or indirectly by any of them, regardless of any contributing
negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing,
nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified
Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B)above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT'S liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances
shall the insurance requirements and limits set forth in this AGREEMENT be construed
to limit CONSULTANT'S indemnification obligation or other liability hereunder. The
terms of this AGREEMENT are contractual and the result of negotiation between the
parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed
against the drafting party, shall not be employed in the interpretation of this
AGREEMENT.
PSA PLAN2013-05
On-Call Planning Studies
Page 13 of 15
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22. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this AGREEMENT until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
23. CONSULTANT PERFORMANCE
The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT.
A copy of the evaluation shall be sent to the CONSULTANT for comment. The
evaluation, together with the comments, shall be retained by the Department and may
be considered in future CONSULTANT selection processes.
24. ENTIRE AGREEMENT
This AGREEMENT constitutes the entire understanding and AGREEMENT between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
PSA PLAN2013-05
On-Call Planning Studies
Page 14 of 15
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IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT
as of the day and year first above written.
CONSULTANT: TETRA TECH, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Maria E. Ayala
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A" Scope of Work
Attachment'B" Not attached
Attachment"C' Allowable Direct Costs
Attachment"D" Not attached
Attachment"E" Not attached
Attachment"F Not attached
Attachment"G" Hourly Rate Schedule
Attachment"H" Proposed Staff Roles
SLS:yp
EDMS:0039807N
PSA PLAN2013-05
On-Call Planning Studies
Page 15 of 15
OPERATIONS COMMITTEE MeeingDate TOBA.OfDir.
12/a/13 12/1s/13
AGENDA REPORT Item Number Item Number
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Operations & Maintenance Director
SUBJECT: AMENDMENT NO. 1 TO PURCHASE ORDER #104901-OB FOR PLANT
2 TRICKLING FILTERS CARBON CHANGE OUT, SPECIFICATION NO.
S-2013-580
GENERAL MANAGER'S RECOMMENDATION
A. Approve Amendment No. 1 to Purchase Order #104901-013 with Pure Air
Filtration, LLC for Plant 2 Trickling Filters Carbon Change Out [replacement],
Specification No. S-2013-580 for an additional $474,800 for the purchase of up to
(4) four additional replacements (including carbon media, materials storage fee,
freight, tax, and one-time project oversight cost) for a new total purchase order
amount not to exceed $710,000; and
B. Approve a contingency of$71,000 (10%).
SUMMARY
In August 2013, OCSD awarded a Service Contract/Purchase Order to Pure Air
Filtration for installation of carbon media at the Plant 2 trickling filter's odor control
scrubbers. The original Contract covered the cost of two carbon media replacements,
which was based on a 6-month carbon media life expectancy. With escalating odor
complaints from the neighbors at Plant 2, more frequent carbon replacement is
necessary to mitigate the odor. Staff recommends replacing the carbon media every
two months through the remainder of the Contract period and purchasing it from Pure
Air Filtration, LLC because they were the lowest responsive and responsible bidder
during the recent bidding of the carbon media blend, which appears to be effective. In
addition, if OCSD were to re-bid this work, the timeframe to put a new contract in place
could extend beyond the period needed to change out the carbon to avoid further
impacts to the surrounding community.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Staff is evaluating whether more cost-effective alternatives exist to treat the foul air
instead of replacing the carbon media on a two month schedule, including transporting
the foul air from the trickling filters to existing chemical scrubbers operating at an
adjacent process or bringing in portable chemical scrubbers.
Page 1 of 2
CEQA
N/A
DELEGATION OF AUTHORITY COMPLIANCE
This request complies with authority levels of the OCSD's Delegation of Authority. The
carbon replacement is funded from the Operating budget, Repairs & Maintenance
Services line item.
Date of ADDroval Contract Amount Continaencv
FY2013-14 Budget Update, Pg.A-10 $235,200(including tax) 00(0%)
12/18/13 $474,800 $71,000(10%)
$710,000 $71,000(10%)
ET:MK:d
Page 2 of 2
OPERATIONS COMMITTEE Meeting Date TOBA.of Dir.
12/4/2013 12/18/2013
AGENDA REPORT Item Item Number
6
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director Operations and Maintenance
SUBJECT: REPLACEMENT OF PUTZMEISTER HYDRAULIC POWER UNITS
FOR PLANT NO. 2 - BIOSOLIDS PUMPING STATION
GENERAL MANAGER'S RECOMMENDATION
A. Approve a sole source purchase order to Pumpaction Solids Handling, for the
purchase and installation of four hydraulic power units (HPU), for an amount not
to exceed $762,000, and
B. Approve a contingency of$76,200 (10%).
SUMMARY
Pumpaction Solids Handling (Pumpaction) is the sole authorized company for
Putzmeister parts and repairs. The Putzmeister HPU's provide the hydraulic pressure
required to drive the four biosolids transfer pumps used to move dewatered biosolids
from the dewatering facility to truck loading where the biosolids are transported to offsite
reuse or disposal sites. The four units currently in operation have reached their end of
useful life and replacement of worn components was determined not to be a cost
effective option compared to complete equipment replacement. The HPU's at Plant No.
2 have been in operation since 2001.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The HPU's currently perform at 60% of capacity requiring operation of additional pumps
to meet biosolids transfer requirements and enable Operations to meet its goals. Based
upon a November 2012 inspection by Pumpaction and OCSD staff, Pumpaction
recommended replacement of the four HPU's, estimating remaining useful life at two
years. This equipment replacement will ensure O&M is able to meet its biosolids
dewatering and hauling requirements through the remaining service life of the pump
station.
CEQA
N/A
Page 1 of 2
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
This request complies with authority levels of the Sanitation District's Delegation of
Authority.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD websife (www.ocsewers.com) with the
complete agenda package:
Pumpaction Solids Handling - Quotation
Page 2 of 2
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Pompaction
SOLIDS HANDLING
A PutsEnOstes Solids Pumps Partner
10/11/2013
Quotation for Putzmeister HA110 E Power Packs
Dear Mr. Ginest,
We are pleased to offer to you this quotation for Putzmeister HA 110 E Power packs.
These are new power packs, identical to those existing, with two differences.
First, the Hydraulic Oil Tank will be made from Stainless Steel, and secondly the clean
out ports will be included from the factory. (The existing hydraulic oil tanks are carbon
steel, and did not have clean out ports; which were added about 6 years ago.)
Make: Putzmeister
Model: HA 110 E Power Pack
Electric Motor HP: 150 HP (110 kW)
Voltage: 460/3/60 hz.
Service Factor: 1.15
Amperage: 180 FLA
Enc Type: TEFC
Operating RPM 1790
Oil tank Material: Stainless Steel
Oil Tank Capacity: 233 Gallons (900 Liters)
Hydraulic Oil Type: ISO VG46
Hydraulic Pumps: Rexroth A11 VO130 - Main Pump
Rexroth A10V028 (13) - Feed Auger Pump
Rexroth A10V028 (21) -Accumulator/ Poppet valve pump
Gear pump (14)—Oil Conditioning Loop
Oil Tank Heater: Included
Oil Cooler: Water over Oil type
Suction Filters: 3 Filters, Element type, 10 micron
Pressure Gauges: Main pump, Accumulator, & Feed Auger pressures
Suction Filter Gauges: One for each suction filter
Temperature Gauge: Oil Temperature Gauge
1200 Maronda Way, Monessen, PA 15062 P 724-684.8081 F 724.684 8089
www.pumpactioncorp.com
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Other Features: -Ball valves to isolate power pack from pump for service needs.
-Pick points for lifting into location.
-Identical sensors as existing power pack
We expect that it will take 4-5 days labor (one man)(+travel time) to switch out each
existing power pack for the new ones, to get the pressures adjusted, and we will need a
crane for one of those days, and there will be some travel days, travel, hotel, and meal
expenses for the service technicians doing the work.
Another consideration is will you want to change them out one, two, three, or all four
during one service trip. The additional trips for separate installations will be more costly;
but perhaps it would be a good idea to operate the new power packs for a little while to
insure that things are operating smoothly before taking another pump/power pack off
line.
At the moment new hydraulic hoses between the power pack and the hard piping are not
included, and depending on when the hard piping is replaced; and what type ends are
used we can add that as needed.
Lastly, we have asked for an identical power pack to those in use, but if PM finds that
technology has changed, and some of the older sensors, or some small components are
not available any more, it is possible we may need to adapt a few things.
Pricing:
HA 110E Power pack per above ($167,000. each); 4 Power Packs - $668,000.
Delivery: To be determined when factory returns to work from holiday today.
Service Technician Labor:
Labor for 1 Power pack exchange with expenses (1 man, 5 days) $9,800.
(site crane rental additional)
(Any applicable sales or use taxes additional)
Best Regards,
Cliff Decker
Pumpaction Corp
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology Glossary
Return to Mende Report
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOO Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
OOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
POTW Publicly Owned Treatment Works
ppm Parts per million
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAWPA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
Certificate of Participation (COP) — A type of financing where an investor purchases a share of the
lease revenues of a program rather than the bond being secured by those revenues.
Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (DR) — the dilution at which the majority of the people detect the odor
becomes the D(f for that air sample.
Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect').
Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)—Goals to support environmental and public expectations for performance.
NOMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been
found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide
with extra ultra-violet treatment.
National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water
Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S.
Environmental Protection Agency (EPA). NBP is committed to developing and advancing
environmentally sound and sustainable biosolids management practices that go beyond regulatory
compliance and promote public participation in order to enhance the credibility of local agency
biosolids programs and improved communications that lead to public acceptance.
Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility.
Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant.
Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million
gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the
ocean for disposal, after treatment.
Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban run-off.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing emissions
from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process,
where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed —A land area from which water drains to a particular water body. OCSD's service area is
in the Santa Ana River Watershed.