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Home My WebLink About10-03-2018 Operations Committee Meeting Agenda Packet Orange County Sanitation District Jp�1 SANir,,o Wednesday, October 3, 2018 Regular Meeting of the "a 5:00 P.M. OPERATIONS COMMITTEE e 9 Administration Building Board Room 10844 Ellis Avenue 9of°r"� THE EH�P Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: The Consent Calendar Items are considered routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the Regular meeting of the Operations Committee held on September 5, 2018. 2. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Olsson Construction, Inc. for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plants 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, `A' Street, 15t" Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126JK; B. Award a Construction Contract to Olsson Construction, Inc. for the Safety 10/03/2018 Operations Committee Agenda Page 1 of 4 Improvements Program: Roof Fall Protection and Walkway Hazards at Plants 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, `A' Street, 15t" Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126JK, for a total amount not to exceed $3,637,601; and C. Approve a contingency of $363,760 (10%). 3. SEWER AND EASEMENT RELOCATION WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve easement quitclaims with the Orange County Transportation Authority for abandoned sewer easements; and B. Approve and enter into a Consent to Common Use Agreement with the State of California, in a form approved by General Counsel. 4. ON-CALL MAINTENANCE AND REPAIR SERVICES MASTER CONTRACTS - SPECIFICATION NO. S-2018-942BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve Master Services Contracts to provide on-call maintenance & repair services, Specification No. S-2018-942BD, for a one-year period effective December 1, 2018 through November 30, 2019; and approve two (2) one-year renewal options, in accordance with Ordinance OCSD-52, Section 2.03 (F), with the following seven qualified firms, for bids less than $300,000: 1. Jamison Engineering Contractors, Inc. 2. Charles King Company 3. AECOM Energy & Construction, Inc. 4. W.A. Rasic Construction Company, Inc. 5. J.R. Filanc Construction Company 6. O'Connell Engineering & Construction Inc. 7. Innovative Engineering and Maintenance B. Authorize the General Manager to add or delete firms as necessary to maintain a qualified base of up to seven firms in accordance to Request for Qualifications Specification No. S-2018-94213D. 5. SOLE SOURCE PURCHASE OF TWO (2) TEFC MOTOR CLOSE COUPLED PUMPS FOR STEVE ANDERSON LIFT STATION (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Sole Source Purchase Order Contract to Flo-Systems, Inc. for the purchase of two (2)Totally Enclosed Fan Cooled (TEFC) Motor Close Coupled 10/03/2018 Operations Committee Agenda Page 2 of 4 Pumps from Hidrostal for the Steve Anderson Lift Station for $369,960, delivered, plus applicable sales tax; and B. Approve a contingency to Flo-Systems, Inc. for $11,099 (3%). 6. TOSHIBA 12KV CIRCUIT BREAKER PURCHASE, SPECIFICATION NUMBER E-2018-963BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Award a purchase order to Superior Electric Motor Services for the replacement of ten (10) Toshiba HVK 12Kv circuit breakers, Specification No. E-2018-963BD, for the Plant No. 1 Central Generation Facility for a total amount not to exceed $194,880; and B. Approve a contingency of $9,744 (5%) 7. OUT OF SERVICE AREA SEWER SERVICE AGREEMENT AMENDMENT WITH IRVINE RANCH WATER DISTRICT FOR THE EL MORRO ELEMENTARY SCHOOL AND MORO CAMPGROUND (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve the Amended and Restated Out of Service Area Sewer Service Agreement for the El Morro Elementary School and Moro Campground, between the Irvine Ranch Water District and the Orange County Sanitation District, in a form approved by General Counsel. NON-CONSENT: 8. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT ACTIVATED SLUDGE PLANT No. 1, PROJECT NO. P1-129 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a budget increase of $1,100,000 for Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. P1-129, for a total budget amount of $9,000,000. 9. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Designate the currently-owned properties at 18475 Pacific Street, 18484 Bandilier Circle, 18429 Pacific Street, 18368-18375 Bandilier Circle, and 18410-18436 Bandilier Circle as the preferred alternative for the Headquarters Building, with a pedestrian bridge to Plant No. 1. INFORMATION ITEMS: 10. CYBER SECURITY UPDATE (Lorenzo Tyner) 10/03/2018 Operations Committee Agenda Page 3 of 4 11. ORANGE COUNTY SANITATION DISTRICT SAFETY AND SECURITY (Celia Chandler) DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for November 7, 2018 at 5:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all, or a majority of the Board of Directors, are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore, MMC Clerk of the Board (714)593-7433 klore(a)ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberg(o-)ocsd.com Assistant General Manager Rob Thompson (714)593-7310 rhompson cr.ocsd.com Assistant General Manager Lorenzo Tyner (714)593-7550 Ityner(@ocsd.com Director of Operations& Ed Torres (714)593-7080 etorres(@ocscl.com Maintenance 10/03/2018 Operations Committee Agenda Page 4 of 4 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, September 5, 2018, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, September 5, 2018 at 5:03 p.m. in the Administration Building. Director Mariellen Yarc led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager Ellery Deaton, Vice-Chair Rob Thompson, Assistant General Manager Denise Barnes Lorenzo Tyner, Assistant General Manager Allan Bernstein Celia Chandler, Director of Human Resources Robert Collacott Jim Colston, Director of Environmental Services Steve Jones Ed Torres, Director of Operations & Maintenance Scott Peotter Kelly Lore, Clerk of the Board Tim Shaw Scott Ahn Fred Smith Jennifer Cabral Michelle Steel Don Cutler Mariellen Yarc Raul Cuellar Greg Sebourn, Board Chair Jacob Dalgoff David Shawver, Board Vice-Chair Mike Dorman Dean Fisher COMMITTEE MEMBERS ABSENT: Alfredo Garcia Phil Hawkins Cortney Light Kathy Millea Umesh Murthy Nasrin Nasrollahi Victoria Pilko Valerie Ratto Reza Sobhani Jim Spears Thomas Vu OTHERS PRESENT: Brad Hogin, General Counsel Dan Bunce, Brown and Caldwell Ed Yanc, Kennedy/Jenks Bob Ooten, Alternate Director (CMSD) PUBLIC COMMENTS: None. 09/05/2018 Operations Committee Minutes Page 1 of 10 REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg announced that the State of the District will be held on October 19 at 8:00 a.m. at Mile Square Golf Course. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of the July 18, 2018 Operations Committee Meeting. AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Hawkins 2. PLANT NO. 1 LABORATORY BUILDING UPS SYSTEM REPLACEMENT, PROJECT NO. MP-433 (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Purchase Order contract for the purchase and installation of an uninterruptible power supply (UPS) system for the Plant No. 1 Laboratory Building, Project No. MP-433, using the U.S. Communities Master Agreement No. EV2370 to Graybar Electric, for an amount not to exceed $233,536; and B. Approve a contingency of $46,707 (20%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins 3. SERVICE CONTRACT FOR ROLL UP, SLIDE, AND FIRE DOOR MAINTENANCE & REPAIR, SPECIFICATION NO. S-2018-922BD (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: 09/05/2018 Operations Committee Minutes Page 2 of 10 A. Approve a Purchase Order contract with Excel Door & Gate Company for preventative maintenance service, Specification No. S-2018-922BD, in the amount of $72,250, and an additional $60,000 for parts associated with corrective repairs, for a total annual amount not to exceed $132,250, for the period October 1, 2018 through September 30, 2019, with four (4) one-year renewal options; and B. Approve an annual contingency of $13,225 (10%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Hawkins 4. FLIR GFX-320 OPTICAL GAS IMAGING CAMERA (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: A. Approve a Sole Source Purchase Order with FLIR Commercial Systems, Inc. for the purchase of one FLIR GFX-320 optical gas imaging camera, for a total amount not to exceed $99,996 delivered, including sales tax; and B. Approve a contingency of $3,000 (3%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins 5. PROTECTIVE RELAY AND CIRCUIT BREAKER TESTING, SPECIFICATION NO. S-2018-94OBD (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Service Contract to Western Electrical Services for Protective Relay and Circuit Breaker Testing at Plant Nos. 1 and 2, Specification No. S-2018-940-BD, for a total amount not to exceed $437,670; and B. Approve a contingency of $87,534 (20%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Hawkins 09/05/2018 Operations Committee Minutes Page 3 of 10 6. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Receive and file the Fiscal Year 2017/18 Fourth Quarter Odor Complaint Summary. 7. UPS AND BATTERY CHARGER MAINTENANCE (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: A. Approve a Purchase Order renewal for Final Year of Contract Services with Camali Corp. for UPS and Battery Charger Maintenance for Plant Nos. 1 and 2 and Pump Stations, per Specification No. S-2014-619 for Preventative Maintenance Services, for a total amount not to exceed $135,486 for the period of October 1, 2018 through September 30, 2019; and B. Approve a contingency of $6,774 (5%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Hawkins 8. ANNUAL MANHOLE FRAME AND COVER REPAIR CONTRACT (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: A. Award a Service Contract to ZECO, Inc. to provide Manhole Frame & Cover Replacement Services, Specification No. S-2018-961 BD, for a total amount not to exceed $154,070; for the period beginning October 1, 2018 through September 30, 2019, with four (4) one-year renewal options; and B. Approve an annual contingency of $23,110 (15%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins 9. TRICKLING FILTER "A" PLANT NO. 2 REPAIR (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: 09/05/2018 Operations Committee Minutes Page 4 of 10 A. Approve a Sole Source Purchase Order to Ovivo USA, LLC to refurbish and repair Trickling Filter "A" rotary distributor and associated damaged components for a total amount not to exceed $175,085; B. Approve a contingency of $35,017 (20%); and C. Approve Amendment to Orange County Sanitation District Purchase Order Terms and Conditions. AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins 10. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Capital Improvement Program Contract Performance Report for the period ending June 30, 2018. AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins 11. BATTERY STORAGE SYSTEM AT PLANT NO. 1, PROJECT NO. FE17-03 (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Ratify the General Manager's signature of the Southern California Gas Self Generation Incentive Program Reservation Request Form, and authorize the General Manager to sign the remaining required documents for the Battery Storage System at Plant No. 1, Project No. FE17-03; and B. Authorize the General Manager to sign the Southern California Edison's Customer Generation Agreement related to Battery Storage System at Plant No. 1, Project No. FE17-03. AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins, Shaw (Non-participant — Levine Act Disclosure) and Steel (Non-participant— Levine Act Disclosure) 09/05/2018 Operations Committee Minutes Page 5 of 10 12. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Helix Electric for Safety Improvements Program: Exit Signs, Exit Lights, Electrical Disconnects, and Gas Detection, Contract No. J-1261; B. Award a Construction Contract to Helix Electric for the Safety Improvements Program: Exit Signs, Exit Lights, Electrical Disconnects, and Gas Detection, Contract No. J-1261, for a total amount not to exceed $881,800, to address identified emergency lights and exit sign issues; and C. Approve a contingency of $88,180 (10%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Hawkins 13. SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL, PROJECT NO. 2-41-8 (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Construction Services Agreement with Michael Baker International, Inc. to provide construction support services for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8, for a total amount not to exceed $215,129; and B. Approve a contingency of $21,513 (10%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Hawkins 14. SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL, PROJECT NO. 2-41-8 (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: 09/05/2018 Operations Committee Minutes Page 6 of 10 A. Receive and file Bid Tabulation and Recommendation for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8; B. Award a Construction Contract to Griffith Company for Santa Ana River Interceptor Rock Stabilizers Removal, Project No. 2-41-8, for a total amount not to exceed $2,809,082; and C. Approve a contingency amount of $280,908 (10%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins NON-CONSENT: 15. LEASE PACIFIC STREET PROPERTY AND AMEND BANDILIER CIRCLE PROPERTY LEASE (Rob Thompson) Assistant General Manager Rob Thompson provided a brief explanation of the item and responded to questions from the Committee. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize the execution of an amendment to the existing lease with the Chefs' Toys, LLC, a wholly-owned subsidiary of TriMark USA, LLC for the real property at 18484 Bandilier Circle in Fountain Valley, in a form approved by General Counsel. B. Authorize the execution of a lease with Chefs' Toys, LLC, a wholly-owned subsidiary of TriMark USA, LLC for the Orange County Sanitation District's real property at 18475 Pacific Street, Fountain Valley, for a term commencing on September 27, 2018 and ending September 30, 2019, in a form approved by General Counsel; and AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Hawkins 16. GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, PROJECT NO. 7-37 (Rob Thompson) Engineering Supervisor Raul Cueller provided an informative PowerPoint presentation which included an overview and challenges of this project. Mr. Cueller and Mr. Thompson responded to questions regarding additional costs due to the 09/05/2018 Operations Committee Minutes Page 7 of 10 unknown utilities found at several locations and the changes to the required daily traffic control removal. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a contingency increase of $365,257 (2.37%) to the construction contract with Kiewit Infrastructure West Company for Gisler-Redhill System Improvements, Reach B, Project No. 7-37, for a total construction contingency of$1,908,457 (12.37%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Hawkins 17. INTERIM FOOD WASTE RECEIVING FACILITY, PROJECT NO. P2-124 (Rob Thompson) Mr. Thompson provided a brief PowerPoint Presentation which included a project overview and process and elaborated as to the negotiations with, and the technical expertise of the recommended consultant Kennedy/Jenks. Mr. Thompson, Engineering Manager Jeff Mohr, and Mr. Herberg responded to questions from the Committee regarding: Specification standards and working with other agencies for best practices; grant monitoring; project process; capacity; cost benefit; pilot program; gate review process; and economic analysis. Committee Chairman Withers departed the meeting at 5:48 p.m. Committee Vice Chairwoman Deaton presided. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Kennedy/Jenks Consultants to provide engineering services for Interim Food Waste Receiving Facility, Project No. P2-124, for an amount not to exceed $695,000; and B. Approve a contingency of $69,500 (10%). AYES: Barnes, Bernstein, Collacott, Deaton, S. Jones, Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Withers Director Steel departed the meeting at 5:52 p.m. Director Jones departed the meeting at 5:53 p.m. 09/05/2018 Operations Committee Minutes Page 8 of 10 Late Communication was distributed to the Committee pertaining to a minor change to the contingency amount referenced in Item No. 18. 18. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) Mr. Thompson provided a PowerPoint presentation which included an overview of the project; the status of the approved contingency; and explained the additional work that will be completed for the requested contingency increase. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a contingency increase of $677,801 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall System Rehabilitation, Project No. J-117, for a total contingency of $4,405,708 (65%). AYES: Barnes, Bernstein, Collacott, Deaton, Peotter, Sebourn, Shaw, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins, S. Jones, Steel and Withers 19. TRANSFER UPSTREAM PORTION OF JAMBOREE SEWER TO THE CITY OF NEWPORT BEACH (Rob Thompson) Mr. Thompson provided a brief presentation regarding the transfer of the local sewer. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Quitclaim Deed to the City of Newport Beach transferring ownership and associated property rights for the local sewer in Jamboree Road; and B. Authorize a transfer of$300,000 to the City of Newport Beach for necessary repairs. AYES: Barnes, Bernstein, Collacott, Deaton, Sebourn, Shaw, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: Peotter ABSENT: Hawkins, S. Jones, Steel and Withers INFORMATION ITEMS: 20. ORANGE COUNTY SANITATION DISTRICT OPERATIONS & MAINTENANCE DEPARTMENT PRESENTATION (Ed Torres) 09/05/2018 Operations Committee Minutes Page 9 of 10 Engineer Scott Ahn provided an informative PowerPoint presentation regarding the Wastewater Treatment Operation which included: Water Reclamation process at Plant No. 1 and the Treatment at Plant No. 2. Mr. Ahn provided further details of Preliminary, Primary and Secondary treatments; Central Generation Engines and the Operations budget for the fiscal year. Associate Engineer Reza Sobhani provided a PowerPoint presentation on the Impacts of reduced flow on OCSD. He explained the weather patterns of the previous four-year period and its potential impact on: flow, collection system, influent constituents, electricity consumption, chemical usage, effluent quality and sister agencies. 21. BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 (Rob Thompson) Mr. Thompson provided a PowerPoint presentation regarding this item which described the existing pump station location and the reasons for the changes to the proposed CEQA location. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Shaw requested that the Clerk of the Board amend his vote as a non-participant on Item No. 11 to reflect a Levine Act Disclosure. ADJOURNMENT Committee Vice-Chair Deaton declared the meeting adjourned at 6:37 p.m. to the next meeting of Wednesday, October 3, 2018 at 5:00 p.m. Submitted by, Kelly A. Lore, MMC Clerk of the Board 09/05/2018 Operations Committee Minutes Page 10 of 10 OPERATIONS COMMITTEE Meeting Date To Dir. 10/03/18 10/0/24/18 AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Bid Tabulation and Recommendation for Olsson Construction, Inc. for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plants 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, `A' Street, 15th Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126JK; B. Award a Construction Contract to Olsson Construction, Inc. for the Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plants 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, `A' Street, 15th Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126JK, for a total amount not to exceed $3,637,601; and C. Approve a contingency of $363,760 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) owns and operates facilities that were designed and constructed from the 1950s to present. In July 2014, the Facility Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation District Plant Nos. 1 and 2 and pump stations. The study identified approximately 2,000 facility issues impacting worker safety and compliance with Cal/OSHA regulations including electrical, fall protection, machine guarding, hazardous area classifications, skylights, and walkway hazards. Each item was assigned a high, medium, or low priority rating. Pending resolution of the safety items, the Sanitation District took interim measures to minimize life-safety risks. There was an approximately even distribution between issues that would be addressed using Sanitation District resources and those that would be addressed through the Capital Improvement Program, depending on the nature and complexity. Items that could not be assigned to existing projects have been assigned to the Safety Improvements Program, Project No. J-126. To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project No. J-126, is being executed through multiple construction packages that can be completed in a shorter time than using a single construction contract. Development of multiple construction packages also allows higher priority safety items to be completed more quickly than lower priority items. Page 1 of 3 RELEVANT STANDARDS • Provide a safe and collegial workplace • Commitment to safety & reducing risk in all operations PROBLEM Among the various Project No. J-126 deficiencies are approximately 300 hatch modifications and 130 ladders and guardrails improvements for fall protection deficiencies at Plant Nos. 1 and 2. PROPOSED SOLUTION Award Construction Contract to Olsson Construction, Inc. for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plants 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, `A' Street, 15th Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126JK. TIMING CONCERNS Delaying resolution of the safety items poses potential threats to staff, contractor, and visitor safety. RAMIFICATIONS OF NOT TAKING ACTION Staff, contractors, and visitors will continue to be exposed to potential safety hazards, and certain facilities will continue to not comply with code requirements. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised Contract No. J-126JK for bid on July 2, 2018, and three sealed bids were received on September 11, 2018. A summary of the bid opening is as follows: Engineer's Estimate $ 3,900,000 Bidder Amount of Bid Olsson Construction, Inc. $ 3,637,601 Metro Builders & Engineers Group Ltd. $ 3,939,050 Access Pacific, Inc $ 4,460,000 The bids were evaluated in accordance with the Sanitation District's policies and procedures. A notice was sent to all bidders on September 19, 2018, informing them of the intent of Sanitation District staff to recommend award of the Construction Contract to Olsson Construction, Inc. Page 2 of 3 Staff recommends awarding a construction contract to the lowest responsive bidder, Olsson Construction, Inc. for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plants 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 15th Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126JK, for a total amount not to exceed $3,637,601. CEQA A CEQA Notice of Exemption for this project was filed on August 14, 2015. The project is exempt from CEQA pursuant to CEQA's Class 1 Exemption for Existing Facilities (section 15301). The exemption calls for minor alteration of existing public or private structures, facilities, mechanical equipment, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. This project calls for safety related modifications of existing facilities which will have no impact to existing capacity. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2018-19 and 2019-20, Section 8, Page 41, Project No. J-126), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • DRAFT Construction Contract TG:dm:gc Page 3 of 3 PART A CONTRACT AGREEMENT C-CA-011317 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS.................................................................. 1 SECTION - 2 MATERIALS AND LABOR.................................................................4 SECTION - 3 PROJECT..........................................................................................4 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION - 5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION - 6 TIME IS OF THE ESSENCE .............................................................5 SECTION - 7 EXCUSABLE DELAYS......................................................................6 SECTION - 8 EXTRA WORK...................................................................................6 SECTION - 9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT .........................7 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ..............................................................................................9 SECTION - 13 COMPLETION...................................................................................9 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10 SECTION - 15 SURETY BONDS ............................................................................ 12 SECTION - 16 INSURANCE....................................................................................13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................21 SECTION - 18 TERMINATION................................................................................21 SECTION - 19 WARRANTY....................................................................................21 SECTION - 20 ASSIGNMENT.................................................................................22 SECTION - 21 RESOLUTION OF DISPUTES ........................................................22 SECTION - 22 SAFETY & HEALTH ........................................................................23 SECTION - 23 NOTICES.........................................................................................23 C-CA-011317 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM THIS AGREEMENT is made and entered into, to be effective, this , by and between , hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION — 1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions — Definitions. C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 1 of 24 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements —the last in time being the first in precedence b. Addenda issued prior to opening of Bids —the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), if attached as a Contract Document i. Plans and Specifications — in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR's Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 2 of 24 shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 3 of 24 In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION — 2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR's own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION — 3 PROJECT The Project is described as: CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 4 of 24 SECTION —4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within six hundred fifty (650) Days from the effective date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes ten (10) Days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. SECTION — 6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the Work of Subcontractors, C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 5 of 24 and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION — 7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Work as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION — 8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by the ENGINEER. The decision of the ENGINEER shall be final. C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 6 of 24 SECTION — 9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Documents, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION — 10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages." SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of as itemized on the Attached Exhibit "A". Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements" and "Payment C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 7 of 24 Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the Work a schedule which shows: 1. A minimum of one (1) payment to be made to the CONTRACTOR for each successive four-week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work— General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by the ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 8 of 24 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount" for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions —"Retained Funds; Substitution of Securities." SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions — "Retained Funds; Substitution of Securities." SECTION — 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment' and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 9 of 24 SECTION — 14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Engineering Department. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00) for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 10 of 24 any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00) for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration; Record of Wages; Inspection: CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 11 of 24 California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). SECTION — 15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel — one in the amount of one hundred percent (100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain one hundred percent (100%) of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 12 of 24 the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION — 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion". Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or "OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 13 of 24 CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Five Million Dollars ($5,000,000) for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Five Million Dollars ($5,000,000) which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty (CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 14 of 24 C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 15 of 24 Either (1) a combined single limit of Five Million Dollars ($5,000,000) and a general aggregate limit of Five Million Dollars ($5,000,000) for bodily injury, personal injury and property damage; Or alternatively, (2) Five Million Dollars ($5,000,000) per person for bodily injury and Five Million Dollars ($5,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 16 of 24 planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 17 of 24 a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10) days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving thirty (30) days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 18 of 24 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s) will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A2, or better, Policyholder's Rating, and a Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20) days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 19 of 24 F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured" on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 20 of 24 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION — 17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION — 18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION — 19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion" that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 21 of 24 be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1) the remainder of the original one-year warranty period; or (2) one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION — 20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION — 21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 22 of 24 SECTION — 22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by Federal, State, City, and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B OCSD Safety Standards. SECTION — 23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: [Contractor's Name] [Contractor's Address] Copy to: [Contractor's Representative's Name and Title] [Contractor's Address] C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 23 of 24 EXHIBIT SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION............................................................................. 1 EXA-2 PROGRESS PAYMENTS .................................................................................. 1 EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1 EXA-4 STOP PAYMENT NOTICE.................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3 EXA-6 PAYMENT OF TAXES .......................................................................................3 EXA-7 FINAL PAYMENT...............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ...5 ATTACHMENT 1 - CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2 - SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement— Section 11 — "Contract Price and Method of Payment;" 2. General Conditions — "Payment— General"; 3. General Conditions — "Payment—Applications for Payment"; 4. General Conditions—"Payment— Mobilization Payment Requirements;" 5. General Conditions — "Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions — "OCSD's Right to Withhold Certain Amounts and Make Application Thereof'; and 9. General Conditions — "Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. C-EXA-080414 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) Days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR's obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%) of the amount claimed under any stop payment notice under Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) Days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) Days after CONTRACTOR's receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all Federal, State, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. C-EXA-080414 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions — "Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor (per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled Claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every Claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR's application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) Days after receipt of recommended changes from OCSD, the CONTRACTOR will C-EXA-080414 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 4 of 8 make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) Days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid Claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any Claims remain open, OCSD may make Final Payment subject to resolution of those Claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30) Days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: C-EXA-080414 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 5 of 8 1. The true and correct amount payable for the Work is different from that previously accepted; 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 6 of 8 ATTACHMENT 1 — CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under Contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date C-EXA-080414 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 7 of 8 ATTACHMENT 2 —SCHEDULE OF PRICES To be inserted at the time of Contract award C-EXA-080414 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 8 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: By Printed Name Its CONTRACTOR's State License No. (Expiration Date — ) OCSD: Orange County Sanitation District By Gregory C. Sebourn, PLS Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager C-CA-011317 CONTRACT NO. J-126 J AND K SAFETY IMPROVEMENTS PROGRAM Page 24 of 24 OPERATIONS COMMITTEE Meeting Date To Dir. 10/03/18 10/0/24/18 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SEWER AND EASEMENT RELOCATION WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY GENERAL MANAGER'S RECOMMENDATION A. Approve easement quitclaims with the Orange County Transportation Authority for abandoned sewer easements; and B. Approve and enter into a Consent to Common Use Agreement with the State of California, in a form approved by General Counsel. BACKGROUND The Orange County Transportation Authority (OCTA) and the State of California Department of Transportation (Caltrans) entered into a Cooperative Agreement to construct highway improvements to State Route 22 in 2002. The Orange County Sanitation District's (Sanitation District) Metropolitan Drive sewer was relocated in 2007 within the highway improvement project particularly at the southern end of a shopping center in the City of Orange; this shopping area is called "The Outlets at Orange" formerly known as "The Block." In June 2007, OCTA and the Sanitation District agreed to an easement exchange quitclaim. OCTA recorded an easement for the relocated Metropolitan Drive sewer in favor of the Sanitation District. A recent audit by OCTA revealed that the quitclaim easement for the abandoned sewer and a Consent to Common Use Agreement (CCUA) with the State of California for the relocated sewer were never fully executed. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM The Sanitation District retains ownership of easements for abandoned sewer facilities on Metropolitan Drive. A CCUA for the relocated sewer on Metropolitan Drive has not been executed, as required by the State of California. Page 1 of 2 PROPOSED SOLUTION Approve a quitclaim to relinquish easement rights of abandoned sewer facilities to OCTA and enter into a CCUA with the State of California for the relocated sewer on Metropolitan Drive. TIMING CONCERNS OCTA is planning to close out the SR-22 freeway widening project and deliver land records to the State of California. OCTA needs these quitclaims and agreements executed to close out their project. RAMIFICATIONS OF NOT TAKING ACTION OCTA will incur delays to project close out and deliverance of project documents to the State of California. PRIOR COMMITTEE/BOARD ACTIONS June 2007 — Approved an easement exchange quitclaim with Orange County Transportation Authority (OCTA) associated with sewer relocations performed in connection with OCTA Sewer Relocation Projects, Contract No. 15-01. January 2005 — Authorized the General Manager to execute a Reimbursement Agreement with Orange County Transportation Authority (OCTA) to reimburse the Orange County Sanitation District for the design and construction support costs in connection with the OCTA Sewer Relocation Projects, Contract No. 15-01, providing for protection of existing Orange County Sanitation District sewers throughout the length of the OCTA SR-22 Widening Project, for Orange County Sanitation District's actual staff and administrative costs. ADDITIONAL INFORMATION A CCUA details the terms by which a party consents to the State of California's shared use of an easement for construction, reconstruction, maintenance, or use. The proposed CCUA acknowledges the Sanitation District's reserved superior rights for the area in common and seeks to protect the travelling public's safety by requiring the Sanitation District to provide reasonable notice to Caltrans before working in the area. FINANCIAL CONSIDERATIONS N/A ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Exhibit 1" — Quitclaim Deed • Exhibit "2" — Consent to Common Use Agreement RD:sa:gc Page 2 of 2 WHEN RECORDED MAIL TO: ORANGE COUNTY TRANSPORTATION AUTHORITY 500 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Attn: Real Property Department This office is exempt from filing fees under Government Code 6103&27383.No tax due for Revenue&Taxation Code 11922. R/W Map No.:E120077-03&El20077-04 Space above this line for Recorder's Use District County Route Postmile Number QUITCLAIM DEED 12 ORA SR-22 9.5 102299-1/ 102300-1/ 102302-1 FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District organized under the laws of the State of California, hereinafter called GRANTOR, does hereby remise, release and quitclaim to the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity, hereinafter called GRANTEE, all of its right, title and interest in and to all that real property in the City of Orange, County of Orange, State of California, described and depicted as follows: See Exhibit "A" and Exhibit "B", attached. This release and quitclaim includes all right, title and interest in any improvements made or installed by GRANTOR within the real property, including, without limitation, any sanitary sewer improvements, sewer lines, and appurtenances (the "Transferred Sewer Facilities") and ownership of and responsibility for such Transferred Sewer Facilities is hereby transferred to and accepted by GRANTEE. GRANTOR makes no warranty or representation of any kind regarding its title to the Transferred Sewer Facilities, the condition of the Transferred Sewer Facilities or the suitability of the Transferred Sewer Facilities for any purpose. GRANTEE has been granted an opportunity to fully inspect the Transferred Sewer Facilities and has done so, and GRANTEE accepts the Transferred Sewer Facilities in their"as is" condition and without recourse to GRANTOR. The GRANTOR further understands that the present intention of the GRANTEE is to construct and maintain a public highway on the lands hereby conveyed and the GRANTOR,for itself and its successors and assigns, hereby waives any and all claims for damages to any of GRANTOR's remaining property located within the real property hereby conveyed by reason of the location, construction, landscaping or maintenance of the highway. ORANGE COUNTY SANITATION Dated: DISTRICT, a County Sanitation District Name: Gregory C. Sebourn, PLS Title: Chairman of the Board of Directors Name: Kelly A. Lore, MMC Title: Clerk of the Board of Directors 84629.001-195045.3 Quitclaim_Deed_Corp_PartAcq 11/2015 Exhibit "A" Legal Description of Real Property 84629.001-195045.3 Quitdaim_Deed_corp_Parftq 1112015 HUITI--ZOLLARS _ HUITT-ZOLLARS,INC.,2603 Moin Street-Suite 400 s Irvine,CA 92614.4250,949.988.5815 phone s 949.988.5820 fox s built-xollors.com 1 R101407.03 10-06-15 EXHIBIT "A" LEGAL DESCRIPTION ORANGE COUNTY SANITATION DISTRICT NO. 2 SEWER EASEMENT QUITCLAIM A strip of land, 30.00 feet in width, over those portions of Lots 17, 19 and 20 of Tract No. 3414, in the City of Orange, County of Orange, State of California, as shown on the map filed in Book 249, Pages 11 through 19, inclusive, of Miscellaneous Maps, also being that certain easement and right-of-way for sewer purposes in favor of the County Sanitation District No. 2 of Orange County, recorded July 26, 1968 in Book 8672, Page 598 and Book 8672, Page 601; January 31, 1969 in Book 8861, Page 925 and Book 8861, Page 928, all of Official Records, in the office of the County Recorder of said County, the centerline of which is described as follows: Commencing at the intersection of the Southerly line of Lot 34 of the Dawn Tract, as shown on the map filed in Book 8, Page 21 of Miscellaneous Maps, in the office of said County Recorder, and as shown on Record of Survey 2003-1006 filed in Book 199,Pages 1 through 16, inclusive, of Records of Survey, in the office of said County Recorder, with the centerline of The City Drive, as said intersection is shown on said Record of Survey 2003-1006; thence North 89°08'32" West 86.00 feet along said Southerly line to the centerline of said easement; thence leaving said Southerly line along the centerline of said easement to following courses: South 47°16'52" West 57.18 feet, South 89°19'26" West 185.81 feet and South 53°08'13" West 127.79 feet to the TRUE POINT OF BEGINNING; thence continuing along said centerline of said easement, the following courses: South 53°08'13" West 251.32 feet to the beginning of a non-tangent curve concave Southerly having a radius of 475.00 feet, a radial line to said point bears South 36°57'28" East, Southwesterly and Westerly 313.78 feet along said curve through a central angle of 37050'57",North 89006'31" West 733.30 feet, and North 64°32'35" West 38.75 feet to a point hereinafter referred to as Point "A". The sidelines of said strip to be lengthened or shortened as to originate in a line bearing North 8°03'07" West and passing through said TRUE POINT OF BEGINNING, and to terminate in a line bearing North 14013'12" East and passing through said Point "A". Containing an area of 0.921 acres, more or less. Subject to covenants, conditions, reservations, restrictions, rights-of-way and easements, if any, of record. r/I,101407.03/a/i/OCSDSwrQuitclaimhlJdm EXHIBIT"A" R101407.03 LEGAL DESCRIPTION-CONTINUED 10-06-15 ORANGE COUNTY SANITATION DISTRICT NO. 2 SEWER EASEMENT QUITCLAIM PAGE2 Unless otherwise noted, all bearings and distances in this legal description are grid, based on the California Coordinate System of 1983, Zone 6, 1991.35 Epoch Adjustment. Multiply distances by 1.00001709 to obtain ground level distances. All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. LAiVD \O 00 < < DAVID W. MACKEY, PTS 8912 NO. 8912 /qlE OF CALIF o R I r/R 101407.03/a/1/OCSDSwrQuitelaimhk/dm Exhibit"B" Depiction of Easement Area 84629.001-195045.3 Quitclaim_Deed_Corp_PartAcq 11/2015 SHEET 1 OF 3 / I LOT 20 �� 1 N. TF tjj _� 1 /o o)'k4` /j ml , jail , �'l //� DAWN/TRACT N47'1652 E /15' (4.572m) 1� — N897926'E / 185.81' 56.634m) s' T 2 �j S'LY LINE LOT 20 0�N 30' WIDE SEWER EASEMENT PER rn°p(6 86721598 & 88611925, 0.R. 2 86.00' T P O B. (26.213m) 2 - 1251 0.921 ACRES GARDEN GROVE FREE WA Y I �pa1 STATE ROUTE 22 �5 SEE SHEET 2 I L ANO COURSE DATA: o o Q N53'08'13 E 127.79' (38.950m) j CL Q N08 03'O7"W 10.44' *sr NO. 8912 (XXX) INDICATES METRIC DISTANCES AS SHOWN ON 'Te OF oj%%-%f RECORD OF SURVEY 2003-1008, R.S.B. 19911-9, ARE GRID BASED ON THE CALIFORNIA COORDINATE SYSTEM OF 1983, ZONE 6, 1991.35 EPOCH ADJUSTMENT. HUITT -ZOLUVIS SKETCH TO ACCOMPANY SCALE 1:1000 SA LEGAL DESCRIPTION DRAW BY DWM Huitt-Zollers, Inc. Irvine 2603 Mein Street, Suite 400, Irvine, CA 92614 EXHIBIT "B� CHECKED BY JJL Phone (949) 98e-ss15 Fax (949) 988-5820 SEWER EASEMENT DA'E APPROVED BY 10/6/2015 QUITCLAIM NO. R101407.03 R: \10140703\MAPPING\DWG\EX\10140703JEX02.DWG i SEE SHEET 1 SHEET 2 OF 3 r T.P.O.B. METRIC DISTANCES SHOWN HEREON ARE GRID BASED ON THE CALIFORNIA COORDINATE SYSTEM OF 1983, ZONE 8, \ ys 1991.35 EPOCH ADJUSTMENT. SCALE. 1:1000 ON r I�Ir 0 0. ACRES L J 1 I J� !J\' r , �9 O _N36 57'28"W_ a . \JO�QG W N ro w N l cc r1c n� VW' W Q k A ( c1 �f0�3�� 0 , � � �00 I 3 I of I 2 I � SEE SHEET 3 SEE SHEET 2 SHEET 3 OF 3 I o I METRIC DISTANCES SHOWN HEREON ARE GRID BASED ON 7HE CALIFORNIA COORDINA7E SYSTEM OF 1983, ZONE 6, ° I 1991.35 EPOCH ADJUSTMENT. I J r �MF,J`) f\�JJJ 2o J 1-,0 6 I w� �A0r SCALE: 1:1000 � (JI i o Q 0.921 �c p , ACRES Q �� I3I WN Lu � j zi PAF N r *u. C) ' N14'13'12E30.59'J , moo � � may CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Quitclaim Deed dated from Orange County Sanitation District to the Orange County Transportation Authority (OCTA), a public entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: Jim Beil Executive Director, Capital Programs Recording requested by California Department of Transportation California Department of Transportation District 12 1750 East 4t" Street, Suite 100 Santa Ana, CA 92707 This office is exempt from filing fees under Government Code sections 6103 and 27383. No Tax due per Revenue and Taxation Code section 11922. STATE OF CALIFORNIA• DEPARTMENT OF TRANSPORTATION Space above this line for Recorder's Use CONSENT TO COMMON USE AGREEMENT 12 ORA 22 9.70-9.77 102299-1/102300-1/102302-1 DISTRICT COUNTY ROUTE POST MILE DOCUMENT NO. THIS AGREEMENT, entered into this day of 20 by and between ORANGE COUNTY SANITATION DISTRICT, existing pursuant to State of California Government Code Section 34000 et seq, hereinafter called "Owner,"and the STATE OF CALIFORNIA, acting by and through the Department of Transportation, herein after called "State." WITNESSETH WHEREAS, Owner is in possession of certain rights of way and easements, hereinafter referred to as "Owner's easement," and described as follows: That certain easement and easement granted pursuant to the document recorded June 22, 2007, Instrument No. 2007000398601 in the Official Records of Orange County, California ("Official Records"); and WHEREAS, State has acquired certain lands for highway purposes in the vicinity of The City Drive Northbound On and Off-ramps, County of Orange on the State Road 22, hereinafter referred to as"highway right of way,"which said highway right of way is subject to Owner's easement; and WHEREAS, the highway right of way occupies a portion of Owner's easement and is subject to said easement which said portion is hereinafter referred to as "area of common use," and is described as follows: Said area of common use is described on Exhibit"A"and delineated on Exhibit"B", both attached hereto and by this reference made a part hereto. RW 13-2 (REV 8/2014) Page 1 of 4 ADA Notice For individuals with sensory disabilities,this document is available in alternate formats. For alternate format information, contact the Forms Management Unit at(916)445-1233,TTY 711,or write to Records and Forms Management,1120 N Street,MS-89, Sacramento,CA 95814. C.C.U.A. NO. 102299-1/102300-1/102302-1 NOW, THEREFORE, Owner and State hereby mutually agree as follows: 1. Owner hereby consents to the construction, reconstruction, maintenance or use by State of a highway over, along and upon Owner's easement in the area of common use upon and subject to the terms and conditions herein contained. 2. State acknowledges Owner's title to Owner's easement in said area of common use and the priority of Owner's title over the title of State therein. Owner has and reserves the right and easement to use, in common with the public's use of said highway,said area of common use for all of the purposes for which Owner's easement was acquired without need for any further permit or permission from State. Except in emergencies, Owner shall give reasonable notice to State before performing any work on Owner's facilities in said area of common use where such work will be performed in, on or over the traveled way or improved shoulders of said highway or will obstruct traffic. In all cases, Owner shall make adequate provision for the protection of the traveling public. 3. Owner shall not, in the exercise of its rights under its easement, pass through or over the freeway fence(s) constructed by State across Owner's easement (right or left) of Engineer's Stations 165+20 (metric) to 166+40 (metric) except in emergencies or when necessary to permit the construction, reconstruction, or replacement of Owner's facilities. 4. In the event that the future use of said highway shall at any time or times necessitate a rearrangement, relocation, reconstruction or removal of any of Owner's facilities then existing in said area of common use the State shall notify Owner in writing of such necessity and agree to reimburse Owner on demand for its costs incurred in complying with such notice. Owner will provide State with plans of its proposed rearrangement and an estimate of the cost thereof and, upon approval of such plans by State, Owner will promptly proceed to effect such rearrangement, relocation, reconstruction or removal. Owner shall make adequate provisions for the protection of the traveling public. No further permit or permission from State for such rearrangement shall be required and if such rearrangement shall require the relocation of any of Owner's facilities outside of said area of common use, State will (1) enter into the standard form of Joint Use Agreement covering the new location of Owner's easement within the highway right of way, (2) provide executed document(s) granting to Owner good and sufficient easement outside of the highway right of way if necessary to replace Owner's easement or any part thereof, and (3) reimburse Owner for any costs it may be required to expend to acquire such easement, provided that it is mutually agreed in writing that Owner shall acquire such easement. 5. Except as expressly set forth herein, this Agreement shall not in any way alter, modify or terminate any provision of Owner's easement. Both State and Owner shall use said new location in such a manner as not to interfere unreasonably with the rights of the other. Nothing herein contained shall be construed as a release or waiver of any claim for compensation or damages which Owner or State may now have or may hereafter acquire resulting from the construction of additional facilities or the alteration of existing facilities by either State or Owner in such a manner as to cause an unreasonable interference with the use of said new location by the other party. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of both parties. CONSENT TO COMMON USE AGREEMENT (Cont.) RW 13-2 (REV 8/2014) Page 2 of 4 C.C.U.A. NO. 102299-1/102300-1/102302-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officials thereunto duly authorized. STATE OF CALIFORNIA ORANGE COUNTY SANITATION DISTRICT, DEPARTMENT OF TRANSPORTATION A public entity By APPROVED: Laurie Berman By Director of Transportation Gregory C. Sebourn, PLS Date: Chairman of the Board of Directors Date: APPROVED AS TO FORM, By By Linda Jo Lundblad Kelly A. Lore, MMC Right of Way Local Programs Clerk of the Board of Directors Attorney in Fact Date: APPROVED AS TO FORM, Woodruff, Spradlin, and Smart: By Bradley R. Hogin General Counsel CONSENT TO COMMON USE AGREEMENT (Cont.) RW 13-2 (REV 8/2014) Page 3 of 4 C.C.U.A. NO. 102299-1/102300-1/102302-1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, personally appeared (Here insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) CONSENT TO COMMON USE AGREEMENT (Cont.) RW 13-2 (REV 8/2014) Page 4 of 4 OPERATIONS COMMITTEE Meeting Date To Bd.of Dir. 10/03/18 10/24/18 AGENDA REPORT Item Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: ON-CALL MAINTENANCE & REPAIR SERVICES MASTER CONTRACTS - SPECIFICATION NO. S-2018-942BD GENERAL MANAGER'S RECOMMENDATION A. Approve Master Services Contracts to provide on-call maintenance & repair services, Specification No. S-2018-942BD, for a one-year period effective December 1, 2018 through November 30, 2019; and approve two (2) one-year renewal options, in accordance with Ordinance OCSD-52, Section 2.03 (F), with the following seven qualified firms, for bids less than $300,000: 1. Jamison Engineering Contractors, Inc. 2. Charles King Company 3. AECOM Energy & Construction, Inc. 4. W.A. Rasic Construction Company, Inc. 5. J.R. Filanc Construction Company 6. O'Connell Engineering & Construction Inc. 7. Innovative Engineering and Maintenance B. Authorize the General Manager to add or delete firms as necessary to maintain a qualified base of up to seven firms in accordance to Request for Qualifications Specification No. S-2018-94213D. BACKGROUND The objective of the Maintenance & Repair Services Program is to provide a task-order based procurement process that allows the Orange County Sanitation District (Sanitation District) to "fast track" repair services on Sanitation District assets. These master contracts will also benefit Sanitation District in having ready access and agreed upon response terms for urgent and emergency repairs. This procurement is not intended to operate on a rotational basis. The successful Contractors selected from the Request for Qualification (RFQ) process will be offered the opportunity to bid on individual Task Orders. Task Orders will be awarded to the lowest responsive bidder. Task Orders will vary in cost up to $300,000, in accordance with Ordinance OCSD-52 Section 2.03 (F). Maintenance and Repair Projects that are estimated to cost over $300,000 (including change orders) will undergo the normal procurement process (i.e., design/bid/award/repair), including Operations/Board Committee approval pursuant to the Sanitation District's Purchasing Ordinance. Page 1 of 4 RELEVANT STANDARDS • Ensure the public's money is wisely spent • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The Sanitation District Purchasing Ordinance allows selection of Master Contracts for providing maintenance and repair services to improve its efficiency to purchase goods and services required by the Sanitation District. PROPOSED SOLUTION Select up to seven qualified firms using the Request for Qualification (RFQ) process to perform maintenance & repair services on a task-order basis by offering the opportunity to bid on individual Task Orders. TIMING CONCERNS The existing Master Services Contracts expire in November of 2018. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not have any means to an expeditious procurement process of managing facility maintenance and repair services in support of the Sanitation District wastewater operations in order to protect public health and the environment. PRIOR COMMITTEE/BOARD ACTIONS October 2015 — Board Approved Master Contracts for maintenance and repair services with 7 qualified firms for bids less than $100,000. ADDITIONAL INFORMATION On May 1, 2018, through the RFQ process, the Sanitation District solicited Statements of Qualifications (SOQs) from Contractors via OCSD's online bidding system and the Orange County Register. On July 28, 2018, the Sanitation District received 10 SOQ's from the following Contractors: 1. Charles King Company 2. J.R. Filanc Construction Company 3. Innovative Engineering and Maintenance 4. O'Connell Engineering & Construction Inc. 5. IQA Construction 6. Jamison Engineering Contractors, Inc. Page 2 of 4 7. W.A. Rasic Construction Company, Inc. 8. United Riggers and Erectors, Inc. 9. ACCO Engineered Systems 10.AECOM Energy & Construction, Inc. The 10 Contractors were evaluated on a pass/fail basis as required per the RFQ, based on the following two categories: 1) financial history, and 2) safety record. Each of the 10 Contractor's financial history and safety records were evaluated pursuant to the criteria established in the RFQ and all 10 Contractors were deemed responsive. A four-member panel reviewed, evaluated, and ranked the 10 responsive Contractors' SOQ's based upon the following three categories: 1) qualifications of the firm, related experience and references; 2) staff qualifications, and resumes; and 3) related maintenance & repair services experience. Staff reviewed and ranked the proposals on July 30, 2018 and the following table summarizes the results of the rankings: RANKING RESULTS TOTAL COMPANY I POINTS RANK Jamison Engineering Contractors, Inc. 882.5 1 Charles King Company 835 2 AECOM Energy & Construction, Inc. 805 3 W.A. Rasic Construction Company, Inc. 802.5 4 J.R. Filanc Construction Company 765 5 O'Connell Engineering & Construction Inc. 727.5 Innovative Engineering and Maintenance 637.5 7 IQA Construction 620 8 United Riggers and Erectors, Inc. 570 9 ACCO Engineered Systems 482.5 10 Staff recommends approval of Master Contracts to the top seven ranked contractors for providing maintenance and repair services. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY 18/19 and FY 19/20 budget and is programmatic based upon prioritizing and scheduling of maintenance activities of equipment. The FY18/19 allocated budget for repairs and maintenance was $19,809,050 (Line item: Repairs and Maintenance, Section 4 Page 11). Page 3 of 4 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • (7) Master Contracts Page 4 of 4 MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2018-942BD-1 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and AECOM Energy & Construction, Inc. with a principal place of business at 16481 Scientific Way, Irvine, CA 92618 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Maintenance & Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52 and WHEREAS, at its regular meeting on October 24, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contactor; and; WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments hereto (called the "Contract") is made by OCSD and Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Attachment "A". 1.2 All Task Order Bids awarded under this Master Services Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of: Task Order Bid Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment "C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 1 of 18 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the attachments hereto, the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Services Contract, and any amendments thereto Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment "C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Individual Task Order Bids, inclusive of: Task Order Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A" and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.10 The term "hours", when used in this Contract, shall be defined in the Request for Task Order Bid, Attachment "A" Task Order Scope of Services 1.11 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Prevailinq Wage Rates The Contractor shall comply with California Labor Code Section 1771 by the payment of prevailing wages as established by the Director of the State Department of Industrial Relations. In accordance with Labor Code Section 1775, the Contractor and any Subcontractor shall forfeit, as a penalty to OCSD, not more than Two Hundred Dollars ($200)for each calendar day or portion thereof for each worker paid less than the established prevailing rates for such work or craft in which such worker is employed for any Work done under the Contract in violation of the provisions of the California Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, for each day or portion thereof in which each worker was paid less than the prevailing wage rate the difference between such established prevailing wage rates and the amount paid to each worker shall be paid to each worker by the Contractor. Per California Labor Code 1773.2, OCSD will have on file copies of the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 2of18 prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work on a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum, or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the Services. OCSD, at its sole discretion, shall be the determining party as to whether all Work has been satisfactorily completed. Monthly: OCSD shall pay monthly for Services rendered. OCSD shall pay, Net 30 days upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 5. Invoices OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. All cash discounts shall be taken and computed from the date of Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 3of18 completion of tasks or acceptance of equipment, material, installation, and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(@OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), and [Specification No.] 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 8. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. Refer to General Conditions. 9. Contract Term The Services provided under this Contract shall commence on December 1, 2018 and continue through November 30, 2019. Task Order Bids can be competed during the initial term and each renewal period of the Contract. The Contract shall remain in effect until all Task Order Services have been completed and accepted by OCSD. 10. Renewals OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 11. Termination 11.1 Termination for Convenience OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all the Work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for the Work performed (cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for Work performed to the date of termination. 11.2 Termination for Default If the Contractor refuses or fails to prosecute the Work in any awarded Task Order Bid or any separable part thereof with such diligence as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or if the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 4of18 Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Task Order Bid. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Task Order Bid and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Task Order Bid. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Task Order Bid, and if it serves such notice of its intent to take over and perform the Task Order Bid and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Bid Price Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Task Order Bid, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Task Order Bid. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order Bid. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 5 of 18 In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of the Task Order Bid, whichever occurs first. 12. Bonds Contractor shall, before entering into the performance of any Task Order Bid awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order Bid shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 13. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 6 of 18 Requirements (attached hereto and incorporated herein as Attachment "C"). Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 14. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend, and hold OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor's Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 7 of 18 The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages(including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all its employees and Subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 17. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 8of18 from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines, or Final Completion of the Task Order. If this Section herein entitled "Delay and Liquidated Damages," is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 21. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements. 22. Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this Work. Any and all fees required by State, County, City and/or municipal laws, Codes and/or tariffs that pertain to the Work performed under the terms of this Contract will be paid by Contractor. 23. Applicable Laws and Re-gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 9of18 25. Governing Law This Contract shall be governed by and interpreted under the laws of The State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the task order price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 10 of 18 31. Severability If any section, subsection, or provision of this Contract, or any Contract or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Dama_pe to OCSD's Property Any of OCSD's property damaged by Contractor, any Subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontractin_p and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 41. Task Orders OCSD does not guarantee that Contractor will receive any individual Task Order Bids, nor that the Contractor will receive an equal number of Task Order Bids as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 41.1 Each Task Order will be limited to no greater than $300,000. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 11 of 18 41.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 41.3 Task Order Bid will be awarded on the basis of the lowest responsive Bid. 41.4 The Request for Task Order Bid will identify the project, location of the Work, and other general and special requirements. 41.5 All Task Order Bids will be lump sum. 41.6 Contractors will be required to list Subcontractors in accordance with Public Contract Code Section 4104. 41.7 Payment terms will be specified in each Request for Task Order Bid. 41.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to Proceed shall not be made until the bonds are approved by OCSD. 41.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 41.10 The Contractor shall submit its Task Order Bid within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 41.11 Changes to the Task Order Bid Services shall be made in accordance with Master Services Contract Attachment "B" General Conditions. 42. Task Order Bid Protest Procedures This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid (RFTOB) issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement, whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 12 of 18 • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/ project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 13 of 18 shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager(Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractors through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasing(@ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]—Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail) at Purchasing(a OCSD.com no later than 4:00 p.m. (Pacific Time zone) on the third (3rd) day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 14 of 18 the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 15 of 18 In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor shall submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 16 of 18 F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. G. Legal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 9011 day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys' fees, to the fullest extent permitted by law. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Cori Voss, Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Trina Clay AECOM Energy & Construction, Inc. 16481 Scientific Way Irvine, CA, 92618 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 17 of 18 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager AECOM Energy & Construction, Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-1 Conformed Contract 18 of 18 MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2018-942BD-2 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Charles King Company with a principal place of business at 2841 Gardena Avenue, Signal Hill, CA 90755 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Maintenance & Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52 and WHEREAS, at its regular meeting on October 24, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contactor; and; WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments hereto (called the "Contract") is made by OCSD and Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Attachment "A". 1.2 All Task Order Bids awarded under this Master Services Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of: Task Order Bid Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 1 of 18 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the attachments hereto, the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Services Contract, and any amendments thereto Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Individual Task Order Bids, inclusive of: Task Order Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A" and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.10 The term "hours", when used in this Contract, shall be defined in the Request for Task Order Bid, Attachment "A" Task Order Scope of Services. 1.11 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Prevailing Wa-ge Rates The Contractor shall comply with California Labor Code Section 1771 by the payment of prevailing wages as established by the Director of the State Department of Industrial Relations. In accordance with Labor Code Section 1775, the Contractor and any Subcontractor shall forfeit, as a penalty to OCSD, not more than Two Hundred Dollars ($200)for each calendar day or portion thereof for each worker paid less than the established prevailing rates for such work or craft in which such worker is employed for any Work done under the Contract in violation of the provisions of the California Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, for each day or portion thereof in which each worker was paid less than the prevailing wage rate the difference between such established prevailing wage rates and the amount paid to each worker shall be paid to each worker by the Contractor. Per California Labor Code 1773.2, OCSD will have on file copies of the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 2of18 prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work on a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum, or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the Services. OCSD, at its sole discretion, shall be the determining party as to whether all Work has been satisfactorily completed. Monthly: OCSD shall pay monthly for Services rendered. OCSD shall pay, Net 30 days upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 5. Invoices OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. All cash discounts shall be taken and computed from the date of Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 3of18 completion of tasks or acceptance of equipment, material, installation, and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(@OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), and [Specification No.] 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 8. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. Refer to General Conditions. 9. Contract Term The Services provided under this Contract shall commence on December 1, 2018 and continue through November 30, 2019. Task Order Bids can be competed during the initial term and each renewal period of the Contract. The Contract shall remain in effect until all Task Order Services have been completed and accepted by OCSD. 10. Renewals OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 11. Termination 11.1 Termination for Convenience OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all the Work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for the Work performed (cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for Work performed to the date of termination. 11.2 Termination for Default If the Contractor refuses or fails to prosecute the Work in any awarded Task Order Bid or any separable part thereof with such diligence as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or if the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 4of18 Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Task Order Bid. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Task Order Bid and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Task Order Bid. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Task Order Bid, and if it serves such notice of its intent to take over and perform the Task Order Bid and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Bid Price Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Task Order Bid, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Task Order Bid. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order Bid. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 5 of 18 In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of the Task Order Bid, whichever occurs first. 12. Bonds Contractor shall, before entering into the performance of any Task Order Bid awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order Bid shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 13. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 6of18 Requirements (attached hereto and incorporated herein as Attachment "C"). Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 14. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend, and hold OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor's Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence, or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents, and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs, or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage, or injury. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 7 of 18 The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages(including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all its employees and Subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 17. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 8of18 Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines, or Final Completion of the Task Order. If this Section herein entitled "Delay and Liquidated Damages," is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 18. Force Maleure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties, and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 21. Re_gulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements. 22. Licenses, Permits, Ordinances and Re_gulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this Work. Any and all fees required by State, County, City and/or municipal laws, Codes and/or tariffs that pertain to the Work performed under the terms of this Contract will be paid by Contractor. 23. Applicable Laws and Re_gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 9of18 25. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the task order price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 10 of 18 31. Severability If any section, subsection, or provision of this Contract, or any Contract or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Dama_pe to OCSD's Property Any of OCSD's property damaged by Contractor, any Subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontractin_g and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 41. Task Orders OCSD does not guarantee that Contractor will receive any individual Task Order Bids, nor that the Contractor will receive an equal number of Task Order Bids as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 41.1 Each Task Order will be limited to no greater than $300,000. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 11 of 18 41.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 41.3 Task Order Bid will be awarded on the basis of the lowest responsive Bid. 41.4 The Request for Task Order Bid will identify the project, location of the Work, and other general and special requirements. 41.5 All Task Order Bids will be lump sum. 41.6 Contractors will be required to list Subcontractors in accordance with Public Contract Code Section 4104. 41.7 Payment terms will be specified in each Request for Task Order Bid. 41.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to Proceed shall not be made until the bonds are approved by OCSD. 41.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 41.10 The Contractor shall submit its Task Order Bid within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 41.11 Changes to the Task Order Bid Services shall be made in accordance with Master Services Contract Attachment "B" General Conditions. 42. Task Order Bid Protest Procedures This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid (RFTOB) issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement, whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 12 of 18 • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/ project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 13 of 18 shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager(Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractors through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasing(a ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]— Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail) at Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 14 of 18 document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority, and facts in support of the protest, including all documents and evidence; f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 15 of 18 In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor shall submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 16 of 18 F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. G. Legal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 9011 day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys' fees, to the fullest extent permitted by law. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Cori Voss, Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Butch King Charles King Company 2841 Gardena Ave. Signal Hill, CA 90755 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 17 of 18 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager Charles King Company Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-2 Conformed Contract 18 of 18 MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2018-942BD-3 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Innovative Engineering and Maintenance with a principal place of business at 211 North Marine Avenue, Wilmington, CA 90744 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Maintenance & Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52 and WHEREAS, at its regular meeting on October 24, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contactor; and; WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments hereto (called the "Contract") is made by OCSD and Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Services Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of: Task Order Bid Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 1 of 18 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the attachments hereto, the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Services Contract, and any amendments thereto Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Individual Task Order Bids, inclusive of: Task Order Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A" and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.10 The term "hours", when used in this Contract, shall be defined in the Request for Task Order Bid, Attachment "A" Task Order Scope of Services. 1.11 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Prevailing Wage Rates The Contractor shall comply with California Labor Code Section 1771 by the payment of prevailing wages as established by the Director of the State Department of Industrial Relations. In accordance with Labor Code Section 1775, the Contractor and any Subcontractor shall forfeit, as a penalty to OCSD, not more than Two Hundred Dollars ($200)for each calendar day or portion thereof for each worker paid less than the established prevailing rates for such work or craft in which such worker is employed for any Work done under the Contract in violation of the provisions of the California Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, for each day or portion thereof in which each worker was paid less than the prevailing wage rate the difference between such established prevailing wage rates and the amount paid to each worker shall be paid to each worker by the Contractor. Per California Labor Code 1773.2, OCSD will have on file copies of the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 2of18 prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work on a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776 and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the Services. OCSD, at its sole discretion, shall be the determining party as to whether all Work has been satisfactorily completed. Monthly: OCSD shall pay monthly for Services rendered. OCSD shall pay, Net 30 days upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 5. Invoices OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. All cash discounts shall be taken and computed from the date of Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 3of18 completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a_OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), and [Specification No.] 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 8. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. Refer to General Conditions. 9. Contract Term The Services provided under this Contract shall commence on December 1, 2018 and continue through November 30, 2019. Task Order Bids can be competed during the initial term and each renewal period of the Contract. The Contract shall remain in effect until all Task Order Services have been completed and accepted by OCSD. 10. Renewals OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 11. Termination 11.1 Termination for Convenience OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all the Work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for the Work performed (cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for Work performed to the date of termination. 11.2 Termination for Default If the Contractor refuses or fails to prosecute the Work in any awarded Task Order Bid or any separable part thereof with such diligence as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or if the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 4of18 Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Task Order Bid. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Task Order Bid and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Task Order Bid. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Task Order Bid, and if it serves such notice of its intent to take over and perform the Task Order Bid and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Bid Price Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Task Order Bid, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Task Order Bid. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order Bid. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 5 of 18 In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of the Task Order Bid, whichever occurs first. 12. Bonds Contractor shall, before entering into the performance of any Task Order Bid awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order Bid shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 13. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 6 of 18 Requirements (attached hereto and incorporated herein as Attachment "C"). Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 14. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor's Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 7 of 18 The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages(including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all its employees and Subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 17. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 8of18 from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this Section herein entitled "Delay and Liquidated Damages," is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 21. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements. 22. Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this Work. Any and all fees required by State, County, City and/or municipal laws, Codes and/or tariffs that pertain to the Work performed under the terms of this Contract will be paid by Contractor. 23. Applicable Laws and Re-gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 9of18 25. Governing Law This Contract shall be governed by and interpreted under the laws of The State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the task order price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 10 of 18 31. Severability If any section, subsection, or provision of this Contract, or any Contract or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Dama_pe to OCSD's Property Any of OCSD's property damaged by Contractor, any Subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontractin_p and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 41. Task Orders OCSD does not guarantee that Contractor will receive any individual Task Order Bids, nor that the Contractor will receive an equal number of Task Order Bids as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 41.1 Each Task Order will be limited to no greater than $300,000. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 11 of 18 41.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 41.3 Task Order Bid will be awarded on the basis of the lowest responsive Bid. 41.4 The Request for Task Order Bid will identify the project, location of the Work, and other general and special requirements. 41.5 All Task Order Bids will be lump sum. 41.6 Contractors will be required to list Subcontractors in accordance with Public Contract Code Section 4104. 41.7 Payment terms will be specified in each Request for Task Order Bid. 41.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to Proceed shall not be made until the bonds are approved by OCSD. 41.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 41.10 The Contractor shall submit its Task Order Bid within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 41.11 Changes to the Task Order Bid Services shall be made in accordance with Master Services Contract Attachment "B" General Conditions. 42. Task Order Bid Protest Procedures This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid (RFTOB) issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement, whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 12 of 18 • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/ project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 13 of 18 shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager(Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractors through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasing(a ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]— Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail) at Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) on the third (3rd) day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 14 of 18 the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence; f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 15 of 18 In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor shall submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 16 of 18 F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. G. Legal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys' fees, to the fullest extent permitted by law. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Cori Voss, Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Christopher Beuret, Project Manager/Engineer Innovative Engineering & Maintenance 211 North Marine Avenue Wilmington, CA 90744 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 17 of 18 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager Innovative Engineering & Maintenance Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-3 Conformed Contract 18 of 18 MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2018-942BD-4 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and J.R. Filanc Construction Co., Inc. with a principal place of business at 740 North Andreasen Avenue, Escondido, CA 92029 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Maintenance & Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52 and WHEREAS, at its regular meeting on October 24, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contactor; and; WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments hereto (called the "Contract") is made by OCSD and Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Attachment "A". 1.2 All Task Order Bids awarded under this Master Services Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of: Task Order Bid Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 1 of 18 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the attachments hereto, the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Services Contract, and any amendments thereto Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Individual Task Order Bids, inclusive of: Task Order Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A" and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.10 The term "hours", when used in this Contract, shall be defined in the Request for Task Order Bid, Attachment "A" Task Order Scope of Services. 1.11 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Prevailing Wa-ge Rates The Contractor shall comply with California Labor Code Section 1771 by the payment of prevailing wages as established by the Director of the State Department of Industrial Relations. In accordance with Labor Code Section 1775, the Contractor and any Subcontractor shall forfeit, as a penalty to OCSD, not more than Two Hundred Dollars ($200)for each calendar day or portion thereof for each worker paid less than the established prevailing rates for such work or craft in which such worker is employed for any Work done under the Contract in violation of the provisions of the California Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, for each day or portion thereof in which each worker was paid less than the prevailing wage rate the difference between such established prevailing wage rates and the amount paid to each worker shall be paid to each worker by the Contractor. Per California Labor Code 1773.2, OCSD will have on file copies of the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 2of18 prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work on a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum, or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the Services. OCSD, at its sole discretion, shall be the determining party as to whether all Work has been satisfactorily completed. Monthly: OCSD shall pay monthly for Services rendered. OCSD shall pay, Net 30 days upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 5. Invoices OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. All cash discounts shall be taken and computed from the date of Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 3of18 completion of tasks or acceptance of equipment, material, installation, and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(@OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), and [Specification No.] 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 8. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. Refer to General Conditions. 9. Contract Term The Services provided under this Contract shall commence on December 1, 2018 and continue through November 30, 2019. Task Order Bids can be competed during the initial term and each renewal period of the Contract. The Contract shall remain in effect until all Task Order Services have been completed and accepted by OCSD. 10. Renewals OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 11. Termination 11.1 Termination for Convenience OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all the Work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for the Work performed (cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for Work performed to the date of termination. 11.2 Termination for Default If the Contractor refuses or fails to prosecute the Work in any awarded Task Order Bid or any separable part thereof with such diligence as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or if the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 4of18 Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Task Order Bid. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Task Order Bid and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Task Order Bid. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Task Order Bid, and if it serves such notice of its intent to take over and perform the Task Order Bid and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Bid Price Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Task Order Bid, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Task Order Bid. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order Bid. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 5 of 18 In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of the Task Order Bid, whichever occurs first. 12. Bonds Contractor shall, before entering into the performance of any Task Order Bid awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order Bid shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 13. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 6of18 Requirements (attached hereto and incorporated herein as Attachment "C"). Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 14. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend, and hold OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor's Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence, or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents, and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs, or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage, or injury. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 7 of 18 The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages(including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all its employees and Subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 17. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 8of18 Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this Section herein entitled "Delay and Liquidated Damages," is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 18. Force Maleure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties, and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 21. Re_gulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements. 22. Licenses, Permits, Ordinances and Re_pulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this Work. Any and all fees required by State, County, City and/or municipal laws, Codes and/or tariffs that pertain to the Work performed under the terms of this Contract will be paid by Contractor. 23. Applicable Laws and Re_gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 9of18 25. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the task order price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 10 of 18 31. Severability If any section, subsection, or provision of this Contract, or any Contract or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Dama_ge to OCSD's Property Any of OCSD's property damaged by Contractor, any Subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontractin_p and Assi_pnment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 41. Task Orders OCSD does not guarantee that Contractor will receive any individual Task Order Bids, nor that the Contractor will receive an equal number of Task Order Bids as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 41.1 Each Task Order will be limited to no greater than $300,000. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 11 of 18 41.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 41.3 Task Order Bid will be awarded on the basis of the lowest responsive Bid. 41.4 The Request for Task Order Bid will identify the project, location of the Work, and other general and special requirements. 41.5 All Task Order Bids will be lump sum. 41.6 Contractors will be required to list Subcontractors in accordance with Public Contract Code Section 4104. 41.7 Payment terms will be specified in each Request for Task Order Bid. 41.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to Proceed shall not be made until the bonds are approved by OCSD. 41.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 41.10 The Contractor shall submit its Task Order Bid within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 41.11 Changes to the Task Order Bid Services shall be made in accordance with Master Services Contract Attachment "B" General Conditions. 42. Task Order Bid Protest Procedures This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid (RFTOB) issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement, whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 12 of 18 • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/ project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 13 of 18 shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager(Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractors through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasing(a ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]— Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail) at Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 14 of 18 document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 15 of 18 In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor shall submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 16 of 18 F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. G. Legal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys' fees, to the fullest extent permitted by law. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Cori Voss, Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: David Kiess Vice President J.R. Filanc Construction Co., Inc. 740 N. Andreasen Ave. Escondido, CA, 92029 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 17 of 18 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager J. R. Filanc Construction Co., Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-4 Conformed Contract 18 of 18 MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2018-942BD-5 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Jamison Engineering Contractors, Inc. with a principal place of business at 2525 South Yale Street, Santa Ana, 92704 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Maintenance & Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52 and WHEREAS, at its regular meeting on October 24, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contactor; and; WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments hereto (called the "Contract") is made by OCSD and Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Attachment"A". 1.2 All Task Order Bids awarded under this Master Services Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of: Task Order Bid Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 1 of 18 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the attachments hereto, the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Services Contract, and any amendments thereto Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Individual Task Order Bids, inclusive of: Task Order Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A" and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.10 The term "hours", when used in this Contract, shall be defined in the Request for Task Order Bid, Attachment "A" Task Order Scope of Services. 1.11 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Prevailing Wa-ge Rates The Contractor shall comply with California Labor Code Section 1771 by the payment of prevailing wages as established by the Director of the State Department of Industrial Relations. In accordance with Labor Code Section 1775, the Contractor and any Subcontractor shall forfeit, as a penalty to OCSD, not more than Two Hundred Dollars ($200)for each calendar day or portion thereof for each worker paid less than the established prevailing rates for such work or craft in which such worker is employed for any Work done under the Contract in violation of the provisions of the California Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, for each day or portion thereof in which each worker was paid less than the prevailing wage rate the difference between such established prevailing wage rates and the amount paid to each worker shall be paid to each worker by the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 2of18 Contractor. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work on a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776 and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the Services. OCSD, at its sole discretion, shall be the determining party as to whether all Work has been satisfactorily completed. Monthly: OCSD shall pay monthly for Services rendered. OCSD shall pay, Net 30 days upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 5. Invoices OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. All cash discounts shall be taken and computed from the date of Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 3of18 completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a_OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), and [Specification No.] 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 8. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. Refer to General Conditions. 9. Contract Term The Services provided under this Contract shall commence on December 1, 2018 and continue through November 30, 2019. Task Order Bids can be competed during the initial term and each renewal period of the Contract. The Contract shall remain in effect until all Task Order Services have been completed and accepted by OCSD. 10. Renewals OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 11. Termination 11.1 Termination for Convenience OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all the Work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for the Work performed (cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for Work performed to the date of termination. 11.2 Termination for Default If the Contractor refuses or fails to prosecute the Work in any awarded Task Order Bid or any separable part thereof with such diligence as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or if the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 4of18 Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Task Order Bid. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Task Order Bid and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Task Order Bid. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Task Order Bid, and if it serves such notice of its intent to take over and perform the Task Order Bid and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Bid Price Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Task Order Bid, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Task Order Bid. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order Bid. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 5 of 18 In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of the Task Order Bid, whichever occurs first. 12. Bonds Contractor shall, before entering into the performance of any Task Order Bid awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order Bid shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 13. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 6 of 18 Requirements (attached hereto and incorporated herein as Attachment "C"). Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 14. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor's Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 7 of 18 The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages(including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all its employees and Subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 17. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 8of18 from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this Section herein entitled "Delay and Liquidated Damages," is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 21. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements. 22. Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this Work. Any and all fees required by State, County, City and/or municipal laws, Codes and/or tariffs that pertain to the Work performed under the terms of this Contract will be paid by Contractor. 23. Applicable Laws and Re-gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 9of18 25. Governing Law This Contract shall be governed by and interpreted under the laws of The State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the task order price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 10 of 18 31. Severability If any section, subsection, or provision of this Contract, or any Contract or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Dama_pe to OCSD's Property Any of OCSD's property damaged by Contractor, any Subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontractin_p and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 41. Task Orders OCSD does not guarantee that Contractor will receive any individual Task Order Bids, nor that the Contractor will receive an equal number of Task Order Bids as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 41.1 Each Task Order will be limited to no greater than $300,000. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 11 of 18 41.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 41.3 Task Order Bid will be awarded on the basis of the lowest responsive Bid. 41.4 The Request for Task Order Bid will identify the project, location of the Work, and other general and special requirements. 41.5 All Task Order Bids will be lump sum. 41.6 Contractors will be required to list Subcontractors in accordance with Public Contract Code Section 4104. 41.7 Payment terms will be specified in each Request for Task Order Bid. 41.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to Proceed shall not be made until the bonds are approved by OCSD. 41.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 41.10 The Contractor shall submit its Task Order Bid within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 41.11 Changes to the Task Order Bid Services shall be made in accordance with Master Services Contract Attachment "B" General Conditions. 42. Task Order Bid Protest Procedures This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid (RFTOB) issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement, whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 12 of 18 • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing(a OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/ project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 13 of 18 shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractors through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasing(a ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]— Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail) at Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) on the third (3rd) day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 14 of 18 the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence; f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 15 of 18 In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor shall submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 16 of 18 F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. G. Le-gal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 9011 day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys' fees, to the fullest extent permitted by law. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Cori Voss, Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Andrew Jamison, Project Manager Jamison Engineering Contractors, Inc. 2525 South Yale Street Santa Ana, CA, 92704 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 17 of 18 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager Jamison Engineering Contractors, Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-5 Conformed Contract 18 of 18 MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2018-942BD-6 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and O'Connell Engineering & Construction Inc. with a principal place of business at 36572 Deauville Rd. Winchester, CA 92596 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Maintenance & Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52 and WHEREAS, at its regular meeting on October 24, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contactor; and; WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments hereto (called the "Contract") is made by OCSD and Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Attachment "A". 1.2 All Task Order Bids awarded under this Master Services Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of: Task Order Bid Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 1 of 18 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the attachments hereto, the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Services Contract, and any amendments thereto Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Individual Task Order Bids, inclusive of: Task Order Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A" and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.10 The term "hours", when used in this Contract, shall be defined in the Request for Task Order Bid, Attachment "A" Task Order Scope of Services. 1.11 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Prevailing Wa-ge Rates The Contractor shall comply with California Labor Code Section 1771 by the payment of prevailing wages as established by the Director of the State Department of Industrial Relations. In accordance with Labor Code Section 1775, the Contractor and any Subcontractor shall forfeit, as a penalty to OCSD, not more than Two Hundred Dollars ($200)for each calendar day or portion thereof for each worker paid less than the established prevailing rates for such work or craft in which such worker is employed for any Work done under the Contract in violation of the provisions of the California Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, for each day or portion thereof in which each worker was paid less than the prevailing wage rate the difference between such established prevailing wage rates and the amount paid to each worker shall be paid to each worker by the Contractor. Per California Labor Code 1773.2, OCSD will have on file copies of the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 2of18 prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work on a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776 and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the Services. OCSD, at its sole discretion, shall be the determining party as to whether all Work has been satisfactorily completed. Monthly: OCSD shall pay monthly for Services rendered. OCSD shall pay, Net 30 days upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 5. Invoices OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. All cash discounts shall be taken and computed from the date of Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 3of18 completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a_OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), and [Specification No.] 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 8. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. Refer to General Conditions. 9. Contract Term The Services provided under this Contract shall commence on December 1, 2018 and continue through November 30, 2019. Task Order Bids can be competed during the initial term and each renewal period of the Contract. The Contract shall remain in effect until all Task Order Services have been completed and accepted by OCSD. 10. Renewals OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 11. Termination 11.1 Termination for Convenience OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all the Work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for the Work performed (cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for Work performed to the date of termination. 11.2 Termination for Default If the Contractor refuses or fails to prosecute the Work in any awarded Task Order Bid or any separable part thereof with such diligence as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or if the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 4of18 Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Task Order Bid. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Task Order Bid and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Task Order Bid. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Task Order Bid, and if it serves such notice of its intent to take over and perform the Task Order Bid and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Bid Price Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Task Order Bid, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Task Order Bid. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order Bid. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 5 of 18 In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of the Task Order Bid, whichever occurs first. 12. Bonds Contractor shall, before entering into the performance of any Task Order Bid awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order Bid shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 13. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 6 of 18 Requirements (attached hereto and incorporated herein as Attachment "C"). Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 14. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor's Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 7 of 18 The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages(including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all its employees and Subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 17. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 8of18 from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this Section herein entitled "Delay and Liquidated Damages," is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 21. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements. 22. Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this Work. Any and all fees required by State, County, City and/or municipal laws, Codes and/or tariffs that pertain to the Work performed under the terms of this Contract will be paid by Contractor. 23. Applicable Laws and Re-gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 9of18 25. Governing Law This Contract shall be governed by and interpreted under the laws of The State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the task order price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 10 of 18 31. Severability If any section, subsection, or provision of this Contract, or any Contract or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Dama_pe to OCSD's Property Any of OCSD's property damaged by Contractor, any Subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontractin_p and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 41. Task Orders OCSD does not guarantee that Contractor will receive any individual Task Order Bids, nor that the Contractor will receive an equal number of Task Order Bids as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 41.1 Each Task Order will be limited to no greater than $300,000. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 11 of 18 41.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 41.3 Task Order Bid will be awarded on the basis of the lowest responsive Bid. 41.4 The Request for Task Order Bid will identify the project, location of the Work, and other general and special requirements. 41.5 All Task Order Bids will be lump sum. 41.6 Contractors will be required to list Subcontractors in accordance with Public Contract Code Section 4104. 41.7 Payment terms will be specified in each Request for Task Order Bid. 41.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to Proceed shall not be made until the bonds are approved by OCSD. 41.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 41.10 The Contractor shall submit its Task Order Bid within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 41.11 Changes to the Task Order Bid Services shall be made in accordance with Master Services Contract Attachment "B" General Conditions. 42. Task Order Bid Protest Procedures This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid (RFTOB) issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement, whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 12 of 18 • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/ project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 13 of 18 shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager(Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractors through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasing(a ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]— Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail) at Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 14 of 18 document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence; f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 15 of 18 In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor shall submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 16 of 18 F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. G. Le-gal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 9011 day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys' fees, to the fullest extent permitted by law. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Cori Voss, Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Rhonda O'Connell, President O'Connell Engineering & Construction, Inc. 36572 Deauville Road Winchester, CA 92596 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 17 of 18 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager O'Connell Engineering & Construction Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-6 Conformed Contract 18 of 18 MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2018-942BD-7 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and W.A. Rasic Construction Company, Inc. with a principal place of business at 4150 Long Beach Boulevard, Long Beach, CA 90807 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Maintenance & Repair Services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52 and WHEREAS, at its regular meeting on October 24, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contactor; and; WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Master Services Contract and all attachments hereto (called the "Contract") is made by OCSD and Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Attachment "A". 1.2 All Task Order Bids awarded under this Master Services Contract shall be incorporated by reference and made part hereof, upon issuance of the Task Order Bid Purchase Order. 1.3 Attachments to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Attachments to this Contract are as follows: Individual Task Order Bids, inclusive of: Task Order Bid Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 1 of 18 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the attachments hereto, the provisions of this Contract shall govern and control in the order of precedence set forth below: Master Services Contract, and any amendments thereto Master Services Contract Attachment "B" General Conditions Master Services Contract Attachment"C" Acknowledgement of Insurance Requirements Master Services Contract Attachment "D" OCSD Safety Standards Individual Task Order Bids, inclusive of: Task Order Attachment A- Scope of Services Master Services Contract Attachment "A" Scope of Services 1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order level. It is OCSD's intent that all use of the word "Contract" in Attachment"A" and the Task Order Attachments thereto shall mean Task Order Bid. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.7 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.10 The term "hours", when used in this Contract, shall be defined in the Request for Task Order Bid, Attachment "A" Task Order Scope of Services. 1.11 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under the Task Order Bid. 1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Prevailing Wa-ge Rates The Contractor shall comply with California Labor Code Section 1771 by the payment of prevailing wages as established by the Director of the State Department of Industrial Relations. In accordance with Labor Code Section 1775, the Contractor and any Subcontractor shall forfeit, as a penalty to OCSD, not more than Two Hundred Dollars ($200)for each calendar day or portion thereof for each worker paid less than the established prevailing rates for such work or craft in which such worker is employed for any Work done under the Contract in violation of the provisions of the California Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, for each day or portion thereof in which each worker was paid less than the prevailing wage rate the difference between such established prevailing wage rates and the amount paid to each worker shall be paid to each worker by the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 2of18 Contractor. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 3. California Department of Industrial Relations (DIR) Re_pistration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work on a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Each individual task order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed. Lump Sum: Payment will be made in one lump sum after completion and acceptance of the Services. OCSD, at its sole discretion, shall be the determining party as to whether all Work has been satisfactorily completed. Monthly: OCSD shall pay monthly for Services rendered. OCSD shall pay, Net 30 days upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 5. Invoices OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. All cash discounts shall be taken and computed from the date of Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 3of18 completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. In an effort to provide quicker payment, OCSD may offer payment by MasterCard. Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a_OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager(s), and [Specification No.] 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scope of Services Subject to the terms of this Contract, Contractor shall perform the Services identified in the individual Task Order Scope of Services, in accordance with the Standards and Requirements contained therein. 8. Modifications to Scope of Services Requests for modifications to the Task Order Scope of Services hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. Refer to General Conditions. 9. Contract Term The Services provided under this Contract shall commence on December 1, 2018 and continue through November 30, 2019. Task Order Bids can be competed during the initial term and each renewal period of the Contract. The Contract shall remain in effect until all Task Order Services have been completed and accepted by OCSD. 10. Renewals OCSD may exercise the option to renew the Contract for up to two (2) one-year periods as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 11. Termination 11.1 Termination for Convenience OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all the Work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for the Work performed (cost and fee)to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for Work performed to the date of termination. 11.2 Termination for Default If the Contractor refuses or fails to prosecute the Work in any awarded Task Order Bid or any separable part thereof with such diligence as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to proceed with the Work, or if the Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 4of18 Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OCSD's intention to terminate the Contractor's performance under the Task Order Bid. Said notice shall contain the reasons for such intention to terminate the Contractor's performance under the Contract, and unless, within ten (10) days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may terminate Contractor's performance under the Task Order Bid and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and Contractor, and the Surety shall have the right to take over and perform the Task Order Bid. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OCSD written notice of its intention to take over and perform the Task Order Bid, and if it serves such notice of its intent to take over and perform the Task Order Bid and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OCSD may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event OCSD may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OCSD elects to complete by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Bid Price Adjustments and Payments. If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all respects for that part and shall be paid by OCSD for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the entire Task Order Bid, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Task Order Bid. Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on the Task Order Bid. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 5 of 18 In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order Bid and the quantity of Work completed at the time of termination, less damages caused to OCSD by acts of the Contractor causing the termination, including but not limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OCSD. If it is later determined by OCSD that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of OCSD. All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of the Task Order Bid, whichever occurs first. 12. Bonds Contractor shall, before entering into the performance of any Task Order Bid awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Task Order Bid amount, to guarantee payment of all claims for labor and materials furnished. Task Order Bid shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 13. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 6 of 18 Requirements (attached hereto and incorporated herein as Attachment "C"). Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor's Sureties. 14. General Indemnification The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney's fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor's Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor shall not be obligated under this Contract to indemnify OCSD, the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful misconduct of OCSD, the Engineer, or its Consultant(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers' Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 7 of 18 The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages(including damages to the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees incurred by the indemnified parties in any lawsuit to which they are a party. In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after receiving written notice of the legal action and a tender and demand for defense, OCSD shall have the right to select counsel of its own choice to represent all the interests of OCSD at Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages and the damages exceed any remaining Contract amounts due and owing to Contractor, Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the same. Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney's fees. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all its employees and Subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 17. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Contract, including the timely submittal or update of the Task Order Schedule or achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order Bid is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 8of18 from any monies due or that may become due Contractor under this Contract. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this Section herein entitled "Delay and Liquidated Damages," is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages, OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to complete the Task Order by the Final Completion date. 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has investigated the services to be performed; 2) it has investigated the site of the services and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the services under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 21. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements. 22. Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this Work. Any and all fees required by State, County, City and/or municipal laws, Codes and/or tariffs that pertain to the Work performed under the terms of this Contract will be paid by Contractor. 23. Applicable Laws and Re-gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 9of18 25. Governing Law This Contract shall be governed by and interpreted under the laws of The State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the task order price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 10 of 18 31. Severability If any section, subsection, or provision of this Contract, or any Contract or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Dama_pe to OCSD's Property Any of OCSD's property damaged by Contractor, any Subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from these Services without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontractin_p and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire Contract of the Parties and supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and negotiations between the Parties with respect to the subject matter hereof. 41. Task Orders OCSD does not guarantee that Contractor will receive any individual Task Order Bids, nor that the Contractor will receive an equal number of Task Order Bids as compared to any other awarded Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program budget, identified in the RFQ, will be expended. 41.1 Each Task Order will be limited to no greater than $300,000. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 11 of 18 41.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 41.3 Task Order Bid will be awarded on the basis of the lowest responsive Bid. 41.4 The Request for Task Order Bid will identify the project, location of the Work, and other general and special requirements. 41.5 All Task Order Bids will be lump sum. 41.6 Contractors will be required to list Subcontractors in accordance with Public Contract Code Section 4104. 41.7 Payment terms will be specified in each Request for Task Order Bid. 41.8 Payment & Performance Bond requirements, if applicable, will be specified in each Request for Task Order Bid. Notice to Proceed shall not be made until the bonds are approved by OCSD. 41.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual Task Order Bids. 41.10 The Contractor shall submit its Task Order Bid within the time specified in the Request for Task Order Bid. Late Task Order Bids will not be accepted. 41.11 Changes to the Task Order Bid Services shall be made in accordance with Master Services Contract Attachment "B" General Conditions. 42. Task Order Bid Protest Procedures This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OCSD with respect to this Request for Task Order Bid (RFTOB) issued under this Master Services Contract. All communications to OCSD relating to a Protest shall be in writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid JOB), each Contractor hereby agrees and understands that the Contractor must comply with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written consent of the parties, this protest procedure can also be used to resolve issues surrounding OCSD's determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings: • Affected Parties shall mean proposers on a procurement, whose direct economic interest would be affected by a submitted protest. • Protest shall mean a written objection by an interested party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest). Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 12 of 18 • Days shall mean calendar days, unless otherwise specified. • Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest. • Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as specified herein. • Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein. • File or Submit shall refer to the date of receipt by OCSD. Specific procedures and requirements are as follows: A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements A Solicitation Protest Statement must be submitted via email to Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and number of the specification/ project number being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal documentation in support of the protest; and d. The desired resolution to the protest. If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, than it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 13 of 18 shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the time period specified herein shall constitute a waiver of the right to protest the specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OCSD will provide copies of the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials Management Division Manager(Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest. OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OCSD's Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse. B. Award Protest 1. Award Recommendation Following opening and evaluation of the TOBs, OCSD will issue an award Recommendation to each Contractors through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OCSD's online bidding system as identified within the RFTOB. On the date OCSD issues an award recommendation, OCSD shall make copies of all submitted TOBs available upon request. Requests shall be made to Purchasing(a ocsd.com and shall contain the following in the subject line of the e-mail: "[Identify: Project/TOB name and Specification No.]— Request for Copies." 2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OCSD's award recommendation by submitting an Award Protest Statement to OCSD identified in the RFTOB, via electronic mail (e-mail) at Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OCSD issues the Award Recommendation or some similar announcement. OCSD will not accept an Award Protest Statement, or similar document, prior to the date OCSD issues its award recommendation to the Contractors. Award Protest Statements, or similar Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 14 of 18 document, received prior to the issuance of OCSD's award recommendation will be considered premature and will be immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OCSD action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence ; f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OCSD will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OCSD will notify the Affected Parties when a protest has been submitted, and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical. 3. Evaluation and Determination The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OCSD. The Purchasing Manager, or designee, shall review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 15 of 18 In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing. 4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the protestor shall submit a written appeal to the Director of Administrative Services and the Director of the Department requesting the Procurement, and immediately send copies to all Affected Parties. The appeal must be submitted via email to Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Administrative Services, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager's determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Administrative Services and the Director of the Department requesting the Procurement shall be final. C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OCSD's choice of remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OCSD shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OCSD. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 16 of 18 F. Remedies If OCSD determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate: 1. Prior to award, OCSD may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance. G. Legal Action Any legal action to set aside the final determination of OCSD must be filed no later than the 9011 day following the date of the final determination consistent with Code of Civil Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs, including attorneys' fees, to the fullest extent permitted by law. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Cori Voss, Senior Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Walter A. Rasic, Jr. W. A. Rasic Construction Company, Inc. 4150 Long Beach Boulevard Long Beach, CA, 90807 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 17 of 18 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager W. A. Rasic Construction Company, Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District Master Services Contract Specification No. S-2018-942BD-7 Conformed Contract 18 of 18 OPERATIONS COMMITTEE Meeting Date To Dir. 10/03/18 10/0/24/18 AGENDA REPORT Item Number Item Number 5 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: SOLE SOURCE PURCHASE OF TWO (2) TEFC MOTOR CLOSE COUPLED PUMPS FOR STEVE ANDERSON LIFT STATION GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Purchase Order Contract to Flo-Systems, Inc. for the purchase of two (2) Totally Enclosed Fan Cooled (TEFC) Motor Close Coupled Pumps from Hidrostal for the Steve Anderson Lift Station for $369,960, delivered, plus applicable sales tax; and B. Approve a contingency to Flo-Systems, Inc. for $11,099 (3%). BACKGROUND The Orange County Sanitation District's (Sanitation District) Steve Anderson Lift Station (SALS) is a critical asset for diverting flow from tributary to our Huntington Beach Plant No. 2 into our Fountain Valley Plant No. 1 for reclamation in the Ground Water Replenishment System (GWRS). The SALS has experienced frequent pump motor failures since the pump station was commissioned almost 10 years ago. Operations and Maintenance Reliability Engineering staff have performed a detailed investigation of the pump failures at SALS and recommends the systematic replacement of the existing pumps with an alternative pump motor assembly. In October 2016, the Sanitation District's Board of Directors authorized staff to purchase and evaluate a Totally Enclosed Fan Cooled (TEFC) motor close coupled to the existing Hidrostal pump as an alternative to the existing Hidrostal submersible motor and pump assembly that has proven to be unreliable. Staff worked directly with Hidrostal on the design and installation of this new unit. The new TEFC motor and pump assembly has been in operation for 17 months and has proven to be very reliable, based upon all evaluation criteria. A second unit was approved for purchase in November 2017, and will be installed soon to replace a failing submersible pump. RELEVANT STANDARDS • Meet volume and water quality needs for the GWRS • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • Use all practical and effective means for resource recovery Page 1 of 3 PROBLEM The two-remaining legacy Hidrostal submersible pumps are failing, and must be rebuilt or replaced accordingly. PROPOSED SOLUTION Given the successful demonstration of the first TEFC motor close coupled Hidrostal pump, it is recommended to purchase two additional units to replace the two remaining submersible pumps. Staff is requesting a Sole Source Purchase Order Contract to Flo- Systems, Inc., the sole authorized representative for Hidrostal. TIMING CONCERNS These two TEFC pumps should be installed within the next 18 months to avoid disruption in level of service to the GWRS, based upon historical life of the existing submersible pumps. RAMIFICATIONS OF NOT TAKING ACTION Without the purchase of two new TEFC motor/pump assemblies, staff will pursue the repair of two motors at an estimated cost of $100,000. Due to the poor reliability of the Hidrostal immersible motor/pump assembly, the units will likely fail within the next 12-24 months, resulting in subsequent expenditures for repair, plus potential impacts to the Sanitation District's ability to meet our Level of Service commitment to the GWRS. PRIOR COMMITTEE/BOARD ACTIONS November 2017 - Approved a sole source purchase order agreement with Flo-Systems for one TEFC pump for $211,260 plus a 10% contingency. October 2016 - Approved a sole source purchase order agreement with Flo-Systems for one TEFC pump for $184,110 plus a 10% contingency. ADDITIONAL INFORMATION The first installation of the TEFC close coupled motor/pump assembly approved October 2016 has proven to be an effective solution. As a result, maintenance will be transitioning to the TEFC closed coupled assembly for the remaining units and re-evaluate the need for spare units. Staff has developed the transition plan to migrate the remaining units to the more reliable TEFC closed coupled motor/pump assemblies for SALS and budgeted them accordingly. It is now the time to purchase the two remaining units, taking into account the remaining asset life and available run time of the currently installed legacy motor/pump units. Page 2 of 3 CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY18/19 and FY19/20 Budget (Line item: Operations and Maintenance Capital Program, Section 8, Page 50). Project contingency funds may be used for this agreement. Date of Approval Contract Amount Contingency 10/24/2018 $369,960 $11,099 (3%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 10/03/18 10/24/18 AGENDA REPORT Item Number Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT TOSHIBA 12KV CIRCUIT BREAKER PURCHASE, SPECIFICATION NUMBER E-2018-963BD GENERAL MANAGER'S RECOMMENDATION A. Award a purchase order to Superior Electric Motor Services for the replacement of ten (10) Toshiba HVK 12Kv circuit breakers, Specification No. E-2018-963BD, for the Plant No. 1 Central Generation Facility for a total amount not to exceed $194,880; and B. Approve a contingency of $9,744 (5%) BACKGROUND The Orange County Sanitation District's Plant No. 1 Central Generation Facility's 12Kv circuit breakers are over 20 years old and have reached the end of their useful life. The circuit breakers currently in use are the Toshiba VK type 1, for which parts are no longer available or serviceable by Toshiba's field service repair shop. Parts are not available. Toshiba redesigned the circuit breakers and changed their designation to HVK. The Toshiba HVK circuit breakers are the only circuit breakers compatible with 12Kv switchgear in the Central Generation Facility. RELEVANT STANDARDS • Maintain a proactive asset management program • Meet volume and water quality needs for the GWRS • 24/7/365 treatment plant reliability PROBLEM Toshiba model VK circuit breakers have reached the end of their useful life and need to be replaced. PROPOSED SOLUTION Competitively bid and subsequently award a contract to the lowest responsive and responsible bidder, for the purchase of ten (10) new Toshiba HVK 12Kv circuit breakers for the Plant No. 1 Central Generation Facility. Page 1 of 2 TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Failure to act increases the risk of circuit breaker failure resulting in a disruption of power throughout the Plant No. 1 Facility; impacting process, and potentially impacting meeting compliance standards. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Of the prospective bidders only two responded with formal bids which are listed below. The lowest responsive and responsible bidder is Superior Electric Motor Service. Superior Electric Motor Service: $194,880.00 Curley Wholesale Electric: $217,358.63 CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY18/19 and FY19/20 Budget (Line item: Operations and Maintenance Capital Program, Section 8, Page 50). Project contingency funds may be used for this agreement. Date of Approval Contract Amount Contingency 10/24/2018 $194,880 $9,744 (5%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Dir. 10/03/18 10/0/24/18 AGENDA REPORT Item Number Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: OUT OF SERVICE AREA SEWER SERVICE AGREEMENT AMENDMENT WITH IRVINE RANCH WATER DISTRICT FOR THE EL MORRO ELEMENTARY SCHOOL AND MORO CAMPGROUND GENERAL MANAGER'S RECOMMENDATION Approve the Amended and Restated Out of Service Area Sewer Service Agreement for the El Morro Elementary School and Moro Campground, between the Irvine Ranch Water District and the Orange County Sanitation District, in a form approved by General Counsel. BACKGROUND The Irvine Ranch Water District (IRWD) collects wastewater from homes and businesses within its boundaries and transfers some of the collected wastewater to the Orange County Sanitation District (Sanitation District) system for treatment when they lack the infrastructure to convey wastewater to its Michelson Water Recycling Plant. The El Morro Elementary School and Moro Campground are located outside of the Sanitation District's southern jurisdictional boundary, where IRWD serves as the local sewer service provider and the San Joaquin Hills make conveyance to Michelson Water Recycling Plant impractical. However, the Sanitation District owns and maintains a nearby regional trunk sewer. In July 2002, the Sanitation District and IRWD entered into an agreement to allow IRWD to connect to the Sanitation District's South Coast Trunk Sewer for flows originating from the El Morro Elementary School. Since then, the Moro Campground has connected to the school's system. The Moro Campground connection was never approved by the Sanitation District. This amended and restated agreement will approve the connection from the Moro Campground and provide billing rates and procedures for Sanitation District fees. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities Page 1 of 2 PROBLEM IRWD currently accepts flows from both the El Morro Elementary School and Moro Campground and conveys to the Sanitation District's Trunk Sewer, yet only the school's wastewater is allowed by the existing agreement. PROPOSED SOLUTION Amend the 2002 Sewer Service Agreement to include the Campground. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Moro Campground would be connected to the Sanitation District's sewer system without an agreement to allow for billing monitoring and Wastewater Ordinance enforcement. PRIOR COMMITTEE/BOARD ACTIONS March 2002 -Approved Sewer Service and Connection Agreement between Irvine Ranch Water District for connection of El Morro Elementary School that is currently located outside of the Orange County Sanitation District boundaries, in a form approved by General Counsel. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Amended and Restated Sewer Service Agreement • Sewer Service Agreement (July 2002) AN:sa:gc Page 2 of 2 AMENDED AND RESTATED SEWER SERVICE AGREEMENT (El Morro Elementary School and Moro Campground) This Amended and Restated Sewer Service Agreement("Agreement") is effective as of 2018 ("Effective Date") and is between ORANGE COUNTY SANITATION DISTRICT ("Sanitation District") and IRVINE RANCH WATER DISTRICT ("IRWD"). IRWD and Sanitation District are each a"Party" and together are the "Parties." A. Sanitation District is a duly organized County Sanitation District, existing pursuant to County Sanitation District Act, California Health and Safety Code section 4700, et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California. B. IRWD is organized and existing pursuant to the California Water District Law, California Water Code Section 34000, et seq., under which it owns, operates, and maintains wastewater collection, treatment, recycling and disposal facilities. C. On July 22, 2002, Sanitation District and IRWD entered into a Sewer Service Agreement(the "Sewer Service Agreement"), which provided the terms under which IRWD would collect the wastewater from El Morro Elementary School ("School") and convey it to Sanitation District for treatment. The School is located outside of Sanitation District's and IRWD's boundaries, as shown on Exhibit A. D. Adjacent to the School is the Moro Campground("Campground"), which was redeveloped by the State of California, Department of Parks and Recreation. The Campground is also located outside of Sanitation District's and IRWD's boundaries, as shown on Exhibit A. E. In 2002, the Orange County Local Agency Formation Commission approved sewer service by Sanitation District and IRWD to the School and Campground. IRWD serves as the local sewer service agency for the School and Campground. F. Under a Joint Development Agreement between the State of California, Department of Parks and Recreation and Laguna Beach Unified School District For Design and Construction of Two Lift Stations, Storm Drainage Improvements And Entrance Road Improvements And Maintenance of Entrance Road effective September 9, 2002, wastewater collection and conveyance facilities were constructed to connect the School and the Campground to the Sanitation District South Coast Trunk Sewer located in Pacific Coast Highway at the Southern edge of Sanitation District's jurisdictional boundaries ("Trunk Sewer"). G. IRWD owns and operates the local wastewater collection and conveyance facilities, consisting of the El Morro Elementary School lift station, force main, and a manhole upstream of the El Morro Elementary School lift station(the "IRWD Facilities"). The Campground's sewer flows are combined with the School's sewer flows in the IRWD Facilities, which are then conveyed and discharged to the Trunk Sewer. 1333782.1 1 H. IRWD must allocate operational costs, including Sanitation District's sanitary sewer service charges, between the School and the Campground. The Parties intend by this Agreement to allocate those operational costs, and to amend and restate the Sewer Service Agreement. The Parties therefore agree as follows: 1. IRWD Collection and Metering. 1.1 Sewer Service. IRWD shall serve as the local sewer service agency for the School and the Campground. 1.2 Metering. IRWD shall operate and maintain a flow meter to measure the combined discharge to the Trunk Sewer from the School and the Campground and provide to OCSD annual meter calibration reports. IRWD shall provide annual flow reports to OCSD by July 10, or upon request, containing the monthly meter read data of combined discharge and the respective read date. 2. Sanitation District's Acceptance and Treatment of Wastewater. Sanitation District shall accept into the Trunk Sewer and shall treat and dispose all wastewater from the School and the Campground that is conveyed through the IRWD Facilities. Discharges to Sanitation District's system must be in compliance with Sanitation District's Wastewater Discharge Regulations Ordinance limits, terms, and conditions. No other discharge to the Trunk Sewer is authorized by this Agreement. 3. User Fees. IRWD shall pay to Sanitation District sanitary sewer service fees ("User Fees") for the School and the Campground discharge to the Trunk Sewer. Sanitation District shall calculate the combined User Fees applicable to the School and the Campground, and Sanitation District shall accordingly invoice IRWD annually. 3.1 User Fees will be based on metered flows at standard quality/strength concentrations for Biochemical Oxygen Demand("BOD") and Suspended Solids ("SS"), 250 mg/L each, at OCSD's Class I permittee rate. 3.2 Sanitation District may periodically adjust the rate. Sanitation District's 2018-2019 Class I rate includes the following: $1,433.49 per million gallons of flow, $658.09 per 1000 pounds of BOD, and $716.60 per 1000 pounds of SS. 4. Connection Permit/Capacity Charges. Per the Sewer Service Agreement, Sanitation District invoiced IRWD and IRWD paid capital facility capacity charges for the El Morro Elementary School. Also, the State of California, Department of Parks and Recreation obtained a Trunk Connection Permit from Sanitation District and paid the processing and annexation fees and capital facility capacity charges in 2004 in anticipation of the connection of the local sewer to the Trunk Sewer. If any of the connected facilities are expanded, then additional capital facility capacity charges will be due to Sanitation District at Sanitation District's then-existing applicable rates, fees, and charges. 1333782.1 2 5. Breach, Cure, and Remedies. 5.1 For purposes of this Agreement, a material breach may include, but is not limited to: A. IRWD's failure to timely pay,upon demand, the User Fees or capital facilities capacity charges described in Section 3 or Section 4; B. IRWD's failure to provide, upon demand, the operation and maintenance services described in Section 2; C. IRWD's failure to provide reports or information required by this Agreement; D. Sanitation District's failure to provide sewer services. 5.2 Upon the occurrence of any material breach, the non-breaching Party shall provide notice to the allegedly breaching Party and give 30 days to cure the breach. 6. Termination. This Agreement will continue in full force and effect until terminated for either of the following reasons: (a) by mutual written agreement of Sanitation District and IRWD or(b) for any material breach of this Agreement by either of the Parties that remains uncured 30 days after notice. To the extent of any termination for a material breach of this Agreement, the parties shall retain all rights and remedies that they may have hereunder at law or in equity. 7. Notice. 7.1 All notices must be in writing, and delivered as follows: A. by hand, nationally-recognized overnight carrier, or U.S. mail, with B. a courtesy copy sent by email. 7.2 Notices will be deemed received upon the date of delivery if by hand or overnight carrier, or three business days after the date of posting if by U.S. mail. 7.3 Notices must be addressed as follows: To Sanitation District: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, Ca 92708 Attention: General Manager 1333782.1 3 To IRWD: Irvine Ranch Water District If by hand delivery or overnight carrier: 15600 Sand Canyon Avenue Irvine, CA 92618 If by U.S. Mail Post Office Box 57000 Irvine, CA 92618-7000 Attention: General Manager With a Courtesy Copy by email to: Burtonkirwd.com 7.4 Either Party may, by written notice to the other, designate a different address or addressee, which will be substituted immediately for that specified above. 8. Severability. If any provision of this Agreement, for any reason, is held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, but this Agreement will be construed as if the invalid, illegal, or unenforceable provision had never been set forth herein, and the remainder will be enforceable to the fullest extent permitted by law. 9. Successors &Assims. The terms of this Agreement are binding upon and will inure to the benefit of and be enforceable by the respective successors and assigns of the Parties. 10. Mutual Indemnity. Each party shall indemnify and hold harmless the other party, and its elected officials, officers, agents, and employees from and against any and all losses, liability, damages, claims, suits, actions, and administrative proceedings or demands (including reasonable attorney's fees)relating to acts or omissions of the indemnitor, its officers, agents, or employees arising out of or incidental to the performance of any of the provisions of this Agreement. This Section 10 survives termination of the Agreement. 11. Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which together will constitute one and the same instrument. 12. Choice of Law. This Agreement shall be governed by, interpreted under, and constructed and enforced in accordance with, the laws of the State of California. 13. Integration. This Agreement contains the entire agreement between the Parties with respect to sewer service to the School and the Campground. Any prior agreements or representations not expressly set forth herein are of no legal force or effect. 14. Supersession. This Agreement amends, supersedes, and replaces the Sewer Services Agreement. 1333782.1 4 The Parties are entering into this Agreement to be effective as of the Effective Date. ORANGE COUNTY SANITATION DISTRICT By: Gregory C. Sebourn, PLS Chair of the Board of Directors By: Kelly A. Lore, MMC Clerk of the Board APPROVED AS TO FORM: By: Bradley R. Hogin General Counsel IRVINE RANCH WATER DISTRICT By: Paul A. Cook General Manager By: Secretary APPROVED AS TO FORM: By: General Counsel 1333782.1 5 � .� OCSD/IRWD Out of Area (04 Service Agreement El Morro Elementary School IRWD and Campground Exhibit A December 2017 Sewer Service Area \ �IRWD/OCSD i 1 G0 `-- %� �-- Q•��PO� El Morro Elementary El Morro `— School Campground PACIFIC COAST HWY y IRWD porce Main .� and Lift Station S,D SOUT H COAST TR UNK NK Ls �I I III II�II� :.Pacific Ocean ' :• d •'0% 750 :• .,1,So0 Feet, ' X:\Planning\GIS\Prolec\s\Hoollhan-LFA_OCSD_Ou fA..SeMce\EI_M.-OCSD_SA2017.ml SEWER SERVICE AGREEMENT 1 ��,t THIS SEWER SERVICE AGREEMENT ("Agreement") is made this )', day of 2002 by and between: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District, hereinafter referred to as "OCSD", AND IRVINE RANCH WATER DISTRICT, a California Water District, hereinafter referred to as "IRWD". RECITALS WHEREAS, OCSD is a duly organized County Sanitation District, existing pursuant to County Sanitation District Act, California Health and Safety Code section 4700, et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California. WHEREAS, IRWD is organized and existing pursuant to the California Water Act, California Water Code section 34000 et seq. WHEREAS, El Morro Elementary School ("School"), an elementary school in Laguna Beach Unified School District, is currently on a septic tank system and needs to connect to a sanitary sewer system. The School is located at 8681 N. Coast Highway, Laguna Beach, California, as shown on Exhibit A hereto. WHEREAS, the School is located outside of, but in close proximity to, the jurisdictional boundaries of both IRWD and OCSD. IRWD and OCSD recognize that the property on which the School is located may, in the future, be annexed into both IRWD and OCSD's jurisdictional boundaries. 151245.1 1 IIIIIII'llll III IIIIIII I II III 019095069913 WHEREAS, IRWD has proposed to act as the School's local sewering agency and construct, at its sole expense, all the necessary sewage collection and conveyance facilities to connect the School to the OCSD South Coast Trunk Sewer located in Pacific Coast Highway at the Southern edge of OCSD's jurisdictional boundaries (hereinafter "Trunk Sewer"). WHEREAS, OCSD is willing to allow IRWD to connect those collection and conveyance facilities to the Trunk Sewer. NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows: Section 1. The recitals set forth above are true and correct and are incorporated into this Agreement. Section 2. IRWD shall serve as the local sewer servicing agency for the School and shall be responsible for the operation and maintenance of the local sewers required to connect the School to OCSD's Trunk Sewer. IRWD shall be responsible for the installation, maintenance, and operation of all necessary equipment, including but not limited to a pump station, force main, and collector sewer lines, as needed, from the point of discharge, the School, to the connection with the Trunk Sewer. IRWD shall install, operate and maintain a flow meter to measure the daily discharge from the School to the sewerage system. IRWD shall provide monthly reports to OCSD containing the results of the flow meter measurements of the daily discharge from the School. IRWD shall work with OCSD to develop a method for OCSD to obtain the School flow measurements on a daily basis through either the installation by IRWD of a Supervisory Control and Data 151245.1 2 Acquisition System which allows OCSD to download the flow data directly from such system or by another mechanism reasonably acceptable to OCSD. Section 3. OCSD agrees to allow the connection of IRWD's collector sewer line serving the School to the Trunk Sewer for the transport of wastewater generated from the School to OCSD's treatment facilities for treatment and disposal. No other discharge to the Trunk Sewer is authorized by this Agreement. Section 4. IRWD shall pay to OCSD sanitary sewer service charges ("user fees") for the School discharge to the Trunk Sewer at OCSD's Class I permittee rate, as such rate may be periodically adjusted by OCSD. OCSD's 2001-2002 Class I rate includes the following: $224.94 per million gallons of flow, $185.07 per 1000 pounds of Biochemical Oxygen Demand ("BOD"), and $177.07 per 1000 pounds of Suspended Solids ("SS"). Initial estimates are that the School will discharge approximately 10,000 gallons per day, with each student generating .011 pounds per day of BOD and .008 pounds per day of SS. Assuming a 9 month school year and a school population of 525 students and faculty, the annual sanitary sewer service charge will be approximately $991.50. The Sanitary Sewer Service charges may also be adjusted to the extent that actual flow, BOD levels, SS levels and/or the school population varies from the estimates provided herein. OCSD may in its discretion require periodic sampling of BOD and SS levels, the cost of which shall be borne by IRWD. IRWD shall also provide to OCSD annual reports identifying the average daily attendance (students and faculty) at the School during each school year. OCSD shall invoice IRWD annually, following the completion of each school year, for the sanitary sewer service charges applicable to the School. 151245.1 3 Section 5. IRWD shall obtain a connection permit from OCSD for the connection of the local sewer to the Trunk Sewer and shall pay to OCSD capital facilities capacity charges (connection fees) prior to the commencement of discharge to the Trunk Sewer. OCSD's capital facilities capacity charges are based on the School's total square footage (42,203 square feet of building space) multiplied by the unit rate of $675.00 per thousand square feet for a total charge of $28,487.03. If the School is expanded, additional capital facility charges shall be due to OCSD at OCSD's then-existing rate. Section 6. This Agreement shall continue in full force and effect until terminated for either of the following reasons: (a) by mutual written agreement of OCSD and IRWD or (b) for any material breach of this Agreement by either of the Parties. For purposes of this Agreement, a material breach may include, but is not limited to, (a) the failure to timely pay, upon demand, the user fees or capital facilities capacity charges described in Sections 4 and 5 above; (b) the failure to provide, upon demand, the operation and maintenance services described in Section 2, above; or (c) the failure to perform sampling or provide reports or information required by this Agreement. To the extent of any termination for a material breach of this Agreement, the parties shall retain all rights and remedies that they may have hereunder at law or in equity. Section 7. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post 151245.1 4 Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: To OCSD: Orange County Sanitation District Post Office Box 8127 Fountain Valley, Ca 92728-8127 Attention: General Manager Telephone: (714) 962-2411 Facsimile: (714) 962-0356 To IRWD: Irvine Ranch Water District Post Office Box 57000 Irvine, CA 92618-7000 Attention: General Manager Telephone: (949) 453-5300 Facsimile: (949) 453-1228 Either party may, by written notice to the other, designate a different address, which shall be substituted for that specified above. Section 8. In the event any one or more of the provisions contained in this Agreement, for any reason, shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been set forth herein, and the same shall be enforceable to the fullest extent permitted by law. Section 9. Except as otherwise provided herein, all the terms of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the respective successors and assigns of the Parties thereto. 151245.1 5 Section 10. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 11. This Agreement shall be governed by, interpreted under, and constructed and enforced in accordance with, the laws of the State of California. Section 12. This Agreement contains the entire agreement between the Parties related to the rights herein granted and the obligations herein assumed. Any prior agreements or representations not expressly set forth herein are of no legal force or effect. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT C By Chair of the Board of Directors By Penn yle Secretary of the Board of Directors APPROVED AS TO FORM: THOMAS L. WOODRUFF DISTRICT COUNSEL B Thom s L. Vydodruff Thomas F. Nixon [Signatures Continued on Following Page] 151245.1 6 IRVINE RANCH WATER DISTRICT By President By erk of the Board of Directors APPROVED AS TO FORM: JOAN C. ARNESON GENERAL COUNSEL �`W C � By oan C. Arneson 151245.1 7 Exhibit A El Morro Elementary School, OCSD Pump Stations, Gravit Sewers and Force Mains ' w 4� & t� a r n;. l , dge P y y _ I N 3 �E I � , k 71 F. 4th Street PSGi, A Street PS . Legend 0 N.T.S. Trunk Sewers service Arm Boundaries Crystal Cove P �� Gravity sewer City Boundaries July2�2 Face Main P„�Srabons 1 El Morro School Sources: OCSD 1999 Strategic Plan, ' Thomas Bros.Maps I,- 1.1.S.—by 9OM MS MOPAD.itr.maP scopryM.E by THO-S9 0SM.MII'c unbxlullo Wpy prnprpCuc.al Orm to rNiapl WmlM1wb _ _ p.... ua.p�nnb Whom lM poor Wlbn pamipsron or TXOMA$BROS.b," OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 10/03/18 10/24/18 AGENDA REPORT Item Number Item Number 8 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT ACTIVATED SLUDGE PLANT NO. 1, PROJECT NO. P1-129 GENERAL MANAGER'S RECOMMENDATION Approve a budget increase of $1,100,000 for Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. P1-129, for a total budget amount of $9,000,000. BACKGROUND Activated Sludge Plant No. 1, constructed in 1974, is one of the three biological treatment processes at the Orange County Sanitation District (Sanitation District) Plant No. 1 . The facility includes 220 feet of 30-inch return activated sludge header piping required to maintain full capacity and supply effluent to the Orange County Water District. The condition of this discharge header pipe is compromised and it no longer provides reliable service. A Professional Design Services Agreement was awarded to AECOM Technical Services Inc. to design the replacement of the leaking discharge header piping within the Return Activated Sludge facility. As the design was developed, it was determined that removing half of the activated sludge basins from service during construction would pose significant risk, including potential impacts to waste discharge permit compliance and Groundwater Replenishment System water supply. To reduce risks, the Sanitation District staff recommended the full bypassing of the pump station for the six months required to replace the piping. A budget increase to accommodate bypass pumping was approved during the Sanitation District budget approval process in June 2018. Further into the design process, it became apparent that the long duration of bypass pumping needed for the project would make purchasing instead of renting the bypass pumps economically feasible. An evaluation of pump capacity determined that other projects may also benefit from the use of these pumps. The current P1-129 budget was based on construction cost estimates developed during the preliminary design of the project, which totaled $4.7 million. The construction cost estimate developed during the final design phase totaled $5.8 million. The increase in estimated construction costs are attributed to the following: Page 1 of 3 • The project will now purchase rather than rent three temporary by-pass pumps. These pumps, once purchased, will be reused on Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, and for emergency pumping backup for pump stations throughout the Sanitation District. • The bypass pumping has been fully designed and will require additional valving, electrical, and instrumentation components to allow operations to effectively monitor, control, and maintain the plant during construction. • A leak on the suction side piping within the pump station occurred during design. Replacing this leaking piping will also be included in the project. RELEVANT STANDARDS • Ensure the public's money is wisely spent • 24/7/365 treatment plant reliability PROBLEM Based on the Engineer's Opinion of Probable Construction Costs, the project does not have adequate budget to award a construction contract. PROPOSED SOLUTION Increase the project budget by $1,100,000 for a total budget of $9,000,000. TIMING CONCERNS Without additional project funds to award a construction contract, future leaks could be a safety issue and could reduce the water supply to the Groundwater Replenishment System. RAMIFICATIONS OF NOT TAKING ACTION Not approving this project increase will prevent award of a construction contract for the repair work as currently designed. Additional design costs and greater risks to operations would be required to decrease the construction costs. PRIOR COMMITTEE/BOARD ACTIONS June 2018 — Approved through the Fiscal Year 2019/2020 Budget a project budget of $7,900,000 for the Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. P1-129. May 2017—Approved a Professional Design Services Agreement with AECOM Technical Services, Inc. to provide engineering design services for the Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. P1-129 for an amount not to exceed $523,039 and approved a contingency of $52,304 (10%). Page 2 of 3 December 2016 - Approved the creation of the P1-129 project for a total project cost of $3,300,000. ADDITIONAL INFORMATION N/A CEQA This project is exempt from CEQA under the Class 1 categorical exemptions set forth in California Code of Regulations Section 15301—. Section 15301 (Class 1) exempts from CEQA "the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination," Including "(b) Existing facilities of both investor and publicly-owned utilities used to provide electric power, natural gas, sewerage, or other public utility services." The project consists of minor alterations to existing public facilities. A Notice of Exemption for this project was filed and recorded with the County of Orange on May 25, 2017, and 180-day statute of limitations has passed. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: Section 8, Page 60), but the budget is insufficient for the recommended action. The funds will be allocated to the project from the Future Rehabilitation and Replacement line item in the cash flow projections, FY2018- 19 and 2019-20, Section 4, Page 16. Date of Approval Contract Amount Contingency 06/27/18 $7,900,000 10/24/18 $1,100,000 $9,000,000 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A RL:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To Dir. 10/03/18 10/0/24/18 AGENDA REPORT Item Number Item Number 9 Orange County Sanitation District FROM: James D Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION Designate the currently-owned properties at 18475 Pacific Street, 18484 Bandilier Circle, 18429 Pacific Street, 18368-18375 Bandilier Circle, and 18410-18436 Bandilier Circle as the preferred alternative for the Headquarters Building, with a pedestrian bridge to Plant No. 1. BACKGROUND The Orange County Sanitation District (Sanitation District) staff has been pursuing a project to address code-compliance, permitting, and condition problems with existing occupied spaces at Plant No. 1 for a number of years. Since mid-2016, the focus has been on minimizing the use of land within Plant No. 1 for non-process functions. Frequent trips to and from the plant, however, dictate that the Headquarters Building should be close. In February 2017, the Sanitation District closed escrow on a 2.1-acre property at 18475 Pacific Street and 18484 Bandilier Circle directly across Ellis Avenue from Plant No. 1. In June 2018, the Board of Directors approved this 2.1-acres as the preferred location for the new Headquarters Building. Additionally, the Board directed staff to re-evaluate options for rehabilitation or replacement of the Laboratory Building. This was proposed because staff now believes that there may be viable options for rehabilitating it. In August 2018, the Sanitation District closed escrow on a 3.1-acre property immediately adjacent to and north of the property acquired in February 2017; for a total of 5.2-acres. The design consultant has now prepared a Conceptual Plan for the Headquarters Building and a surface parking lot on the combined 5.2-acre property. The project also includes security and utility improvements in the southwest corner of Plant No. 1, and this action does not affect or impact that work. RELEVANT STANDARDS • Meet CEQA and NEPA standards • Provide a safe and collegial workplace Page 1 of 3 PROBLEM The 2.1-acre Ellis Avenue Property acquired in February 2017 was marginally sufficient for the new Headquarters Building and a parking structure. The acquisition of the additional 3.1-acres allows the project to have much less expensive surface parking in lieu of constructing a multi-level parking structure. PROPOSED SOLUTION Construct a Headquarters Building and surface parking on the 5.23-acres with a pedestrian bridge to Plant No. 1. TIMING CONCERNS An addendum to the City of Fountain Valley's recently certified Fountain Valley Crossings Environmental Impact Report (EIR) has been prepared. Upon the Sanitation District's Board approval of the preferred alternative, certification of the Addendum to the City's EIR may also be approved by the Sanitation District's Board. RAMIFICATIONS OF NOT TAKING ACTION Delays completing CEQA documentation. PRIOR COMMITTEE/BOARD ACTIONS June 2018 — Authorized the General Manager to execute a Purchase & Sale agreement in a form approved by General Counsel for the properties located at 18429 Pacific Street, 18368-18375 Bandilier Circle and 18410-18436 Bandilier Circle June 2018 — Changed the preferred site from the area bounded by Ellis Avenue on the south, southbound Ellis off-ramp on the east, 1-405 Freeway on the north, and Ward Street on the west to the currently owned properties at 18475 Pacific Street and 18484 Bandilier Circle as the preferred location of the new Headquarters Building, with a pedestrian bridge to Plant No. 1 . April 2017 - Changed the preferred alternative from the southwest corner of Plant No. 1 to the area bounded by Ellis Avenue on the south, southbound Ellis off-ramp on the east, 1-405 Freeway on the north, and Ward Street on the west for the location for the Administration Building and Laboratory Building for CEQA evaluation. November 2016 - Authorized the General Manager and General Counsel to approve escrow documents for the purchase of the Bender Property at 18475 Pacific Street and 18484 Bandilier Circle. October 2015 - Designated the southwest corner of Plant No. 1 for the location for the Administration Building and Laboratory Building as the preferred alternative for CEQA evaluation. Page 2 of 3 CEQA The City of Fountain Valley recently designated the area bounded by Ward Street to the west, Talbert Avenue to the north, the Santa Ana River to the east and Ellis Avenue to the south as the Fountain Valley Crossings. The new Headquarters Building will be located within this area. Additionally, the City has certified an Environmental Impact Report for the Fountain Valley Crossings. CEQA work for the Headquarters Building will consist of the preparation and adoption of an Addendum to the Fountain Valley Crossings Environmental Impact Report. CEQA work for the security and utility improvements in the southwest corner of Plant No. 1 is in progress. FINANCIAL CONSIDERATIONS This complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY2018-19 and 2019-20 budget, which is sufficient for the recommended action. ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • P1-128 Property Location and Preliminary Site Plan TG:dm:gc Page 3 of 3 dot • , r I wyl • ' 1 • f`�z Bandilier - � Circle w too; • Pacific +1 1' w do r ++ 18484 . , 75 BPacific andilier v MMCircle Street s• Ellis Alvehu-e,- - - - i .. Na s 1 • . HEADQUARTERS BUILDING LA PROPERTY LOCATION . - a , a "� e fq , PARKING � e BUS DROP OFF FOOD CARTS pELIVERY Y • cmf emM CGNrenCrs.�letN �•,/ r � �___®__=—___li___-0--eEwyMCE reorE4Trou � ECEnxu - ''•' As[N6 I �� PUBLIC PLAZZA � F RR 0 0 � is IUW1uIu�IWId.,i �� \ LOBBY �� ;� \ PLOYEE COURTYARD \ LLlt! ."n uuuu.G. i comr¢MKt m v ` uuuwuuuu BD M.n Ee soFP.E wo uuuu _ '� W&SC 60.EEN5 \ nr,E�EMr �. \ I Bono sEev. I RtsKMAN le FBEE P1-128A =, HEADQUARTERS BUILDING ue� - Lam; PRELIMINARY SITE PLAN l OPERATIONS COMMITTEE Meeting Date To Bd.of Dir. 10/03/18 AGENDA REPORT Item Number Item Number 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: CYBER SECURITY UPDATE GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND High level presentation of Orange County Sanitation District's cyber security program. RELEVANT STANDARDS • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • Protect Orange County Sanitation District assets ADDITIONAL INFORMATION N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 1 of 1 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 10/03/18 -- AGENDA REPORT Item Number Item Number 11 -- Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: ORANGE COUNTY SANITATION DISTRICT SAFETY AND SECURITY GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND Each month, staff provides an information presentation on topics of interest to the Board of Directors. This month's topic: Orange County Sanitation District Safety and Security. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Provide a safe and collegial workplace • Commitment to safety & reducing risk in all operations ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS Association of California Local Agency Formation Regional Water Quality ACWA Water Agencies LAFCO Commission RWQCB Control Board APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood Association Protection Agency AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River District Interceptor ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water Engineers Understanding Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed Water Agencies Project Authority CARB California Air Resources NEPA National Environmental SCADA Supervisory Control And Board Policy Act Data Acquisition California Association of Non-Governmental Southern California CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Elimination System Management District CEQA California Environmental NWRI National Water Research SOCWA South Orange County Quality Act Institute Wastewater Authority CIP Capital Improvement O& M Operations&Maintenance SRF Clean Water State Program Revolving Fund CRWQCB California Regional Water OCCOG Orange County Council of SSMP Sewer System Quality Control Board Governments Management Plan CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Agency CWEA California Water Environment OCSD Orange County Sanitation SWRCB State Water Resources Association District Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team OOBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection OSHA Occupational Safety and TSS Total Suspended Solids Agency Health Administration Professional Waste Discharge FOG Fats, Oils, and Grease PCSA Consultant/Construction WDR Requirements Services Agreement gpd gallons per day PDSA Professional Design Services WEF Water Environment Agreement Federation GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERF Water Environment& System Works Reuse Foundation ICS Incident Command System ppm parts per million WIFIA Water Infrastructure Finance and Innovation Act Integrated Emergency Professional Services Water Infrastructure IERP Response Plan PSA Agreement WIIN Improvements for the Nation Act JPA Joint Powers Authority RFP Request For Proposal WRDA Water Resources Development Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (D/T) —The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE (LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS (POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR (SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. SANITARY SEWER — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. SECONDARY TREATMENT — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. SLUDGE—Untreated solid material created by the treatment of wastewater. TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater. TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER—Any water that enters the sanitary sewer. WATERSHED—A land area from which water drains to a particular water body. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.