HomeMy WebLinkAbout06-24-2015 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, June 24, 2015
Regular Meeting of the 6:00 P.M.
Board of Directors Board Room
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
AGENDA
INVOCATION AND PLEDGE OF ALLEGIANCE: (Steve Jones, City of Garden Grove)
DECLARATION OF QUORUM:
ROLL CALL:
PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form (located at the table
outside of the Board Room) and give it to the Clerk of the Board. Speakers are requested to limit
comments to three minutes.
SPECIAL PRESENTATIONS:
• Employee Service Awards
REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters
of general interest to the Directors. These reports are for information only and require no action by the
Directors.
CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted,
by the Board of Directors, 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 Any items withdrawn from the Consent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. Approve minutes for the Regular Board Meeting held on May 27, 2015.
2. Approve Amendment No. 1 to the Amended Joint Exercise of Powers Agreement
for the Development, Operation and Maintenance of the Groundwater
Replenishment System and the Green Acres Project (Cost-Sharing Agreement)
06/24/15 OCSD Board of Directors Agenda Page 1 of 6
with the Orange County Water District for the Effluent Reuse Study, Project No.
SP-173, in a form approved by General Counsel, for an estimated cost share not
to exceed $1,004,255, less any grant funds received.
OPERATIONS COMMITTEE:
3. Approve minutes of the June 3, 2015 meeting of the Operations Committee.
4. A. Approve annual Professional Design Services Agreements with Dudek;
Lee & Ro, Inc.; GHD; AECOM; Hazen and Sawyer; RMC Water and
Environment; Projectline Technical Services, Inc.; Tait & Associates, Inc.;
Beyaz & Patel, Inc.; IDS Group, Inc.; Kleinfelder, Inc.; and RMS
Engineering and Design, Inc. for professional engineering design and
construction support services projects, Contract No. FE15-00-XX,
commencing July 1, 2015 with a maximum annual fiscal year contract
limitation not to exceed $400,000 for each Professional Design Services
Agreement; and
B. Approve up to two additional one-year optional extensions.
5. Approve Amendment No. 1 of the OC Waste and Recycling Waste Disposal
Agreement, extending the initial term of the Agreement from June 30, 2020 to
June 30, 2025.
6. A. Approve a budget increase of $300,000, which would increase the project
total amount to $1,900,000 for the Odor Control Master Plan, Project No.
SP-166;
B. Approve a Professional Services Agreement with CH2M-Hill to provide
Engineering Services for Odor Control Master Plan, Project No. SP-166,
for an amount not to exceed $790,285; and
C. Approve a contingency of$118,543 (15%)
ADMINISTRATION COMMITTEE:
7. Approve minutes of the June 10, 2015 meeting of the Administration Committee.
8. Authorize purchases of software licensing and maintenance agreements for IBM
Maximo and WebSphere using GSA Advantage contract # GS-35F-0265X
through the expiration date, May 2, 2016 for a total amount not to exceed
06/24/15 OCSD Board of Directors Agenda Page 2 of 6
$200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative
Purchases.
9. Authorize purchases of information technology computer and peripheral
equipment using the Admin Minnesota Materials Management Division contract
release #C-1084(5) through the contract expiration date, December 15, 2015 for
a total amount not to exceed $250,000, in accordance with Ordinance OCSD-47,
Section 2.03(B) Cooperative Purchases.
10. Authorize purchases of information technology computer and peripheral
equipment using the HP WSCA/NASPO contract # B27164 with Nth Generation
Computing Inc. through the contract expiration date, September 30, 2015 for a
total amount not to exceed $200,000, in accordance with Ordinance OCSD-47,
Section 2.03(B) Cooperative Purchases.
11. Adopt Resolution No. OCSD 15-13, entitled, "A Resolution of the Board of
Directors of Orange County Sanitation District Establishing Use Charges for the
2015-16 Fiscal Year Pursuant to the Wastewater Treatment and Disposal
Agreement with the Santa Ana Watershed Project Authority ("SAWPA")".
12. Adopt Resolution No. OCSD 15-14 entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District Establishing the Annual
Appropriations Limit for Fiscal Year 2015-16 for the District in accordance with
the Provisions of Division 9 of Title 1 of the California Government Code."
13. Approve the FY 2015-16 "not-to-exceed" quotes for the following insurance
vendors:
A. Employee Benefit Specialists (medical, dental, and vision plans; Employee
Assistance Program)— Not to Exceed $11,305,763
B. Prudential (basic life, long-term disability, short-term disability) — Not to
Exceed $494,290
C. The Standard (EMT & Manager disability)— Not to Exceed $30,000
STEERING COMMITTEE:
14. Approve minutes of the May 27, 2015 Regular Steering Committee Meeting.
06/24/15 OCSD Board of Directors Agenda Page 3 of 6
15. A. Agree with Findings F.1, F.2, F.3 and with Recommendation
R.1 contained in the 2014-2015 Orange County Grand Jury Report —
`9ncreasing Water Recycling:A Win-Win for Orange County'; and
B. Authorize the Board Chair to notify the presiding judge in writing of the
Board's agreement and responses.
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE:
16. Approve minutes of the June 8, 2015 meeting of the Legislative and Public
Affairs Committee.
17. Approve the Communication Strategy for OCSD Utility Branding as part of the
General Manager's Fiscal Year 2014-2015 Work Plan.
NON-CONSENT:
18. Establish a budget for Headquarters Complex, Site and Security, and Entrance
Realignment Program, Project No. P1-128, in the amount of$168,000,000.
AB 1234 REPORTS:
INFORMATION ITEMS:
None.
CLOSED SESSION:
During the course of conducting the business set forth on this agenda as a regular meeting of the
Board, the Chair may convene the Board in closed session to consider matters of pending real estate
negotiations, pending or potential litigation, or personnel matters, pursuant to Govemment Code
Sections 54956.8, 54956.9, 54957 or 54957.6, as noted.
Reports relating to (a) purchase and sale of real property, (b) matters of pending or potential litigation;
(c) employment actions or negotiations with employee representatives; or which are exempt from public
disclosure under the California Public Records Act, may be reviewed by the Board during a permitted
closed session and are not available for public inspection. At such time as the Board takes final action
on any of these subjects, the minutes will refiect all required disclosures of information.
Convene in closed session.
06/24/15 OCSD Board of Directors Agenda Page 4 of 6
(1) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION
(Government Code Section 54956.9(d)(1))
Number of Potential Cases: 3
Klean Waters, Inc. v. Orange County Sanitation District, United States
District Court, Central District of California, Southern Division, Case
No. 8:15-cv-00627-JVS-FFM
Alex Shaaban v. Orange County Sanitation District, Orange County
Superior Court, Case No. 30-2014-00714555
Kelly Ross v. Orange County Sanitation District, Orange County Superior
Court, Case No. 30-2014-00714553
Reconvene in regular session.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
ADJOURNMENT:
Adjourn the Board meeting until the next Regular Board Meeting on July 22, 2015, at
6:00 p.m.
06/24/15 OCSD Board of Directors Agenda Page 5 of 6
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,and on the Sanitation District's website at www.ocsd.com,not less than 72 hours
prior to the meeting date and time above. All public records relating to each agenda item, including any public
records distributed less than 72 hours prior to the meeting to all, or a majority of the Board of Directors,are available
for public inspection in the office of the Clerk of the Board.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be
submitted to the Clerk of the Board 14 days before the meeting.
Kelly A. Lore
Clerk of the Board
(714)593-7433
klore(o3ocsd.com
For any questions on the agenda,Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherbera(docsd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli0ocsd.com
Director of Engineering Rob Thompson (714)593-7310 nhompson(c3ocsd.com
Director of Facility Support Services Nick Arhontes (714)593-7210 narhontes0ocsd.cem
Director of Finance and Lorenzo Tyner (714)593-7550 ItvnerRDoced.com
Administrative Services
Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com
06/24/15 OCSD Board of Directors Agenda Page 6 of 6
ITEM NO. 1
Orange County Sanitation District
MINUTES
BOARD MEETING
May 27, 2015
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ROLL CALL
A regular meeting of the Board of Directors of the Orange County Sanitation District was
held on May 27, 2015, at 6:03 p.m., in the Administration Building. Director Seboum
delivered the invocation and led the Pledge of Allegiance.
The Clerk of the Board declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X Tom Beamish, Chair Rose Espinoza
X John Nielsen, Vice-Chair Allan Bernstein
A Lisa Bartlett Michelle Steel
X Sal Tinajero David Benavides
X Steven Choi Lynn Schott
X Keith Curry Scott Peotter
X Ellery Deaton Sandra Massa-Lavitt
Tyler Diep X Joy Neugebauer
James M. Ferryman X Bob Ooten
X Steven Jones Kris Beard
X Jim Katapodis Erik Peterson
X Robert Kiley Michael Beverage
X Peter Kim Michele Steggell
X Lucille Kring Jordan Brandman
X Greg Mills Robert Collaoott
X Richard Murphy Shelley Hasselbrink
X Steve Nagel Michael Vo
X Glenn Parker Cecilia Hupp
X Gregory Sebourn Doug Chaffee
X David Shawver Carol Warren
X Fred Smith Steve Berry
X Teresa Smith Mark Murphy
A Chad Wanke Constance Underhill
X John Withers Douglas Reinhart
Mariellen Yarc X Stacy Berry
STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant
General Manager; Rob Thompson, Director of Engineering; Lorenzo Tyner, Director of
Finance & Administrative Services; Ed Torres, Director of Operations & Maintenance;
Nick Arhontes, Director of Facility Support Services; Kelly Lore, Clerk of the Board;
Jennifer Cabral; Chad Crow; Al Garcia; Stephanie Good; Andrew Nau; and Paula Zeller.
OTHERS PRESENT: Brad Hogin (General Counsel); and Michael Beverage (Alternate
Director, YLWD); Anna Laliberte, Alliant; and Jim Voeltel, First Legal.
05/27/2015 Minutes of Board Meeting Page 2 of 14
PUBLIC COMMENTS:
None.
SPECIAL PRESENTATION
Chair Beamish presented certificates to Sean Weiss and Rachelle Runyon, whose
projects were selected as winners at the OC Science & Engineering Fair.
REPORTS:
Chair Beamish announced that Jim Ruth, former General Manager, William Wallin,
former employee; Shirley McCracken, former Board Chair and Director; and Thomas
Woodruff, OCSD's former legal counsel, were all recognized for their contributions to
OCSD at today's Honor Walk Ceremony.
Chair Beamish stated that Assembly member Young Kim will be touring OCSD
tomorrow at 3:30 p.m. and that the GWRS Expansion Ceremony will be held on June 26
from 9:00 a.m.
General Manager Herberg introduced Director of Engineering Rob Thompson who
updated the Committee on the completion of Phase One of the Newport Force Main
project. He also announced that OCSD had received a $450,000 WaterSMART Grant
from the US Bureau of Reclamation to help fund the Effluent Reuse Study. Director
Curry thanked staff for their extraordinary efforts in Newport Beach.
Mr. Herberg stated that OCSD celebrated Public Works Week, May 17-23 and
commemorative tape measures were distributed to the directors.
ELECTIONS:
General Counsel Brad Hogin provided instructions and facilitated the election.
1. MOVED, SECONDED, AND DULY CARRIED TO:
A. Open nominations for Chair of the Board of Directors (Election to be held at
the regular June Board Meeting, unless only one candidate is nominated).
Chair Beamish nominated Vice-Chair John Nielsen as Board Chair to be
effective July 1, 2015. Director Kring seconded. There were no further
nominations.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Diep; Ferryman; Jones; Kiley; Kim; Kring; Mills; R. Murphy;
Nagel; Nielsen; Parker; Sebourn; Shawver; F. Smith; T.
Smith; Tinajero; and Withers
NOES: None
05/27/2015 Minutes of Board Meeting Page 3 of 14
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanks
Vice-Chair Nielsen was deemed Chairman of the Board elect.
MOVED, SECONDED, AND DULY CARRIED TO:
B. Open nominations for Vice Chair of the Board of Directors (Election to be
held at the regular June Board Meeting, unless only one candidate is
nominated).
Vice-Chair Nielsen nominated Director Greg Sebourn as Board Vice-Chair
to be effective July 1, 2015. Chair Beamish seconded. There were no
further nominations.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Diep; Ferryman; Jones; Kiley; Kim; Kring; Mills; R. Murphy;
Nagel; Nielsen; Parker; Sebourn; Shawver; F. Smith; T.
Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanks
Director Sebourn was deemed Vice-Chairman of the Board elect.
CONSENT CALENDAR:
2. MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes for the
Regular Board Meeting held on April 22, 2015; and
AYES: Beamish; Stacy Berry, (Alternate); Choi; Deaton; Jones;
Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer
(Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn;
Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: Curry
ABSENT: Bartlett; Katapodis and Wanke
05/21/2015 Minutes of Board Meeting Page 4 of 14
3. MOVED, SECONDED, AND DULY CARRIED TO:
A Appiceyn n nle SGUFGB ...4.... e erdnn to HaakeF Fel d... eRt GGFAPan., in•
erental of n rnb net on n In nL f9F a totaln1 Pat to
xceed $14 -,000;and,
0
Ratify and approve a sole source purchase order agreement to Haaker
Equipment Company for rental of a sewer cleaning truck at a monthly rate of
$12,000 for a total amount not to exceed $144,000.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
OPERATIONS COMMITTEE:
4. MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the May
6, 2015 meeting of the Operations Committee.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
5. MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve Amendment No. 2, for the Overhaul of Plant No. 2 Central
Generation Engine No. 4, to the Contract with NRG Energy Services,
LLC, P0105280-OB, for period November 1, 2014 through October 31,
2015 for an additional amount of$399,375.66 and,
B. Approve an Additional Contingency of$39,937.57 (10%).
05/27/2015 Minutes of Board Meeting Page 5 of 14
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
6. MOVED, SECONDED, AND DULY CARRIED TO:
A. Award a Service Contract to Denali Water Solutions for Grit and
Screenings Removal, Specification No. S-2015-66813D, for a total amount
not to exceed $387,905.00 for the period June 22, 2015 through July 31,
2016, with four one-year renewal options; and,
B. Approve a contingency of$38,790.00 (10%).
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
7. MOVED, SECONDED, AND DULY CARRIED TO: Award a Sole Source
contract to Performance Pipeline Technologies for a six-month period, effective
July 1, 2015 through December 31, 2015, with (one) 6-month renewal option, for
the cleaning services of approximately 90 miles of Area 7 sewer pipelines and
manholes for an amount not-to-exceed $202,204.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver, F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
05/27/2015 Minutes of Board Meeting Page 6 of 14
8. MOVED, SECONDED, AND DULY CARRIED TO: Approve an Agreement with
Inland Empire Regional Composting Authority (IERCA) to receive and compost
up to 50 wet tons per day (Monday thru Friday) of the Orange County Sanitation
District's biosolids at a tipping fee of $54 per wet ton of biosolids and an
administrative fee of $2 per wet ton of biosolids exclusive of trucking costs for a
contract term of one-year commencing on the date of execution of the
Agreement, with three one-year renewal options in a total annual amount not to
exceed $900,000/per year.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
9. MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a project budget increase of$4,471,403 for a total project budget
of$56,687,403 for Newport Force Main Rehabilitation, Project No. 5-60;
B. Approve a contingency increase of $4,038,650 (11%) to the construction
contract with Kiewit Infrastructure West Company for Newport Force Main
Rehabilitation, Project No. 5-60, for a total contingency of $7,343,000
(20%); and,
C. Approve Amendment No. 3 to the Professional Consultant Services
Agreement with Brown & Caldwell to provide construction support services
for Newport Force Main Rehabilitation, Project No. 5-60, for $432,753,
increasing the total amount not to exceed $3,071,639.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanks
05/27/2015 Minutes of Board Meeting Page 7 of 14
10. MOVED, SECONDED, AND DULY CARRIED TO: Approve a contingency
increase of $328,078 (27%) to the construction contract with W.M. Lyles for
Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for a total
contingency of$497,783 (41%).
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanks
Item 11 heard separately. Operations Chair Seboum recused himself from Item 11 and
left the room during discussion and the vote. Operations Committee Vice-Chair
Shawver presided.
11. MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve an increase in the project budget for Headworks Rehabilitation at
Plant 1, Project No. P1-105 from $76,476,000 to $235,273,000, and an
increase in the construction budget from $44,181,000 to $155,000,000;
B. Approve a Professional Design Services Agreement with Carollo
Engineers, Inc. to provide engineering design services Project No. P1-
105, for an amount not to exceed $17,528,957; and
C. Approve a contingency of$1,752,896 (10%); and
D. Cancel Project No. P1-120, Headworks Expansion, as its scope of work is
included in Project No. P1-105.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker,
Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: Sebourn (recused)
ABSENT: Bartlett; Katapodis and Wanke
05/27/2015 Minutes of Board Meeting Page 8 of 14
ADMINISTRATION COMMITTEE:
12. MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the May
13, 2015 meeting of the Administration Committee.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanks
13. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file District
purchases made under the General Manager's authority for the period of
January 1, 2015 - March 31, 2015.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
14. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file Orange
County Sanitation District Third Quarter Financial Report for the period ended
March 31, 2015.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kring; Mills; R. Murphy; Nagel; Neugebauer
(Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn;
Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: Kim
ABSENT: Bartlett; Katapodis and Wanke
05/21/2015 Minutes of Board Meeting Page 9 of 14
15. MOVED, SECONDED, AND DULY CARRIED TO: Approve not-to-exceed
numbers as follows, with the understanding that the Sanitation District's
insurance broker will continue to negotiate with insurers to seek the lowest
possible premiums prior to the expiration date of the current major insurance
policies:
A. Excess liability insurance - $403,662.
B. Excess workers compensation insurance - a rate of $0.3805 per $100 of
payroll (estimated premium at $240,000).
C. Property and Boiler & Machinery combined - $705,186.
D. Earthquake insurance - $88,587.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanks
STEERING COMMITTEE:
16. MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve minutes of the April 16, 2015 Special Steering Committee
Meeting; and
B. Approve minutes of the April 22, 2015 Regular Steering Committee
Meeting.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Deaton; Jones;
Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer
(Alternate); Ooten (Alternate); Parker; Seboum; Shawver; F.
Smith; T. Smith; and Tinajero
NOES: None
ABSTENTIONS: Curry (16B); Nielsen and Withers (16A)
ABSENT: Bartlett; Katapodis and Wanke
05/27/2015 Minutes of Board Meeting Page 10 of 14
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE:
17. MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the May
11, 2015 meeting of the Legislative and Public Affairs Committee.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Mills; R. Murphy; Nagel; Neugebauer
(Alternate); Nielsen; Ooten (Alternate); Parker; Sebourn;
Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: Kring
ABSENT: Bartlett; Katapodis and Wanks
AUDIT AD HOC COMMITTEE:
18. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file minutes of
the April 22, 2015 meeting of the Audit Ad Hoc Committee.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
GWRS STEERING COMMITTEE:
19. MOVED, SECONDED, AND DULY CARRIED TO: Receive and file minutes of
the January 12, 2015 meeting of the GWRS Steering Committee.
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver, F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
05/21/2015 Minutes of Board Meeting Page 11 of 14
NON-CONSENT:
General Manager, Jim Herberg introduced this item and made a brief presentation.
20. MOVED, SECONDED, AND DULY CARRIED TO:
A. Ratify the use of General Manager's Purchasing Authority, Ordinance
OCSD-44, Article 2, Section 2.03E (Critical Time-Sensitive Procurement)
authorizing the General Manager sign a memorandum of understanding
(contract) with the California State Association of Counties — Excess
Insurance Authority (CSAC-EIA) for medical insurance, effective July 1,
2015; and
B. Adopt Resolution No. OCSD 15-11, entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District Approving Medical
Insurance Changes Identified Through the 2015 Medical Reopener
Negotiations."
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker;
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
General Manager, Jim Herberg introduced the item and Director of Finance, Lorenzo
Tyner who made a brief presentation.
21. MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve the following proposed revisions to the Operating, Capital,
Debt/COP Service and Self-Insurance Budgets for FY 2015-16:
1) Reduce the approved future Single Family Residential (SFR)` and Multi-Family
(MFR) rate increases as follows:
SFR MFR SFR MFR
Approved Approved Proposed Proposed
July 1, 2015 $323.00 $226.10 $322.00 $225.40
July 1, 2016 $331.00 $231.70 $327.00 $228.90
July 1, 2017 $339.00 $237.30 $331.00 $231.70
`The SFR is the underlying rate for the District's primary rate structure and as such other
components of the rate structure will be adjusted similarly.
2) Include a payment of $50 million to the Orange County Retirement System
(OCERS) to be credited against the District's Unfunded Actuarial Accrued
Liability (UAAL).
05/27/2015 Minutes of Board Meeting Page 12 of 14
3) Approve the FY 2015-16 Operating Budget of $149.3 million, a decrease of
$5.7 million (3.7%).
4) Approve the FY 2015-16 Capital Improvement Program (CIP) total outlay
budget of $181.0 million, an increase of $1.6 million (0.9%), bringing the total
CIP budget to $2.4 billion consisting of 126 projects.
5) Approve the 2015-16 Outlays as follows:
Originally Proposed
Adopted Budget Budget Revision
Cateaory FY 2015-16 FY 2015-16
Operations and Maintenance 155,004,500 149,306,940
Capital Improvement Program 180,338,000 181,912,000
Less CIP Savings and Deferrals - (6,891,000)
Rehab, Replacement, Refurbishment 25,749,000 -
Debt Service 86,714,000 91,777,000
Reduction of Long-term Liabilities - 50,000,000
Re-Purchase of Excess Capacity 1,115,000 1,000,000
General Liability 6 Property Insurance 1,611,200 1,657,700
Workers' Compensation Insurance 790,000 955,000
Total 451.321.700 4fi9.717.fi40
B. Adopt Resolution No. OCSD 15-12 entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District Directing the County
Tax Collector to include Sanitary Sewer Service Charges on Fiscal Years
2015-16 through 2017-18 property tax bills and Repealing Resolution No.
OCSD 13-05."
AYES: Beamish; Stacy Berry, (Alternate); Choi; Curry; Deaton;
Jones; Kiley; Kim; Kring; Mills; R. Murphy; Nagel;
Neugebauer (Alternate); Nielsen; Ooten (Alternate); Parker,
Sebourn; Shawver; F. Smith; T. Smith; Tinajero; and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Bartlett; Katapodis and Wanke
AB1234 REPORTS:
Director Sebourn informed the Board of interest expressed to him regarding the
Newhope-Placentia Trunk.
05/27/2015 Minutes of Board Meeting Page 13 of 14
INFORMATION ITEMS:
None.
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS: 54956.9(d)(1)
The Board convened in closed session at 6:25 p.m. to discuss one item. Confidential
minutes of the Closed Session have been prepared in accordance with the above
Government Code Sections and are maintained by the Clerk of the Board in the Official
Book of Confidential Minutes of Board and Committee Closed Meetings.
Director Katapodis arrived at 6:43 p.m.
RECONVENED IN REGULAR SESSION:
The Board reconvened in regular session at 6:48 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
Director Shawver thanked Chair Beamish for his outstanding contributions during his
term as Chair.
Chair Beamish thanked Director Shawver for his supportive comments.
ADJOURNMENT:
Chair Beamish adjourned the meeting at 6:50 p.m. until the Regular Board Meeting on
June 24, 2015 at 6:00 p.m.
Kelly A. Lore
Clerk of the Board
05/27/2015 Minutes of Board Meeting Page 14 of 14
BOARD OF DIRECTORS Meeting Date T%M
6/24/IS of Dir.
AGENDA REPORT Item Number Rem rvumbe
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: EFFLUENT REUSE STUDY, PROJECT NO. SP-173
GENERAL MANAGER'S RECOMMENDATION
Approve Amendment No. 1 to the Amended Joint Exercise of Powers Agreement for the
Development, Operation and Maintenance of the Groundwater Replenishment System
and the Green Acres Project (Cost-Sharing Agreement) with the Orange County Water
District for the Effluent Reuse Study, Project No. SP-173, in a form approved by
General Counsel, for an estimated cost share not to exceed $1,004,255, less any grant
funds received.
SUMMARY
Staff is requesting approval of a Cost-Sharing Agreement with Orange County Water
District (OCWD) for the Effluent Reuse Study, Project No. SPA73. The Effluent Reuse
Study is identified in the Strategic Plan and will identify the means to make Plant No. 2
effluent available to OCWD for the Final Expansion of the Ground Water Replenishment
System (GWRS). The Cost-Sharing Agreement states that the parties will equally share
the costs of the Professional Services Agreement for the Effluent Reuse Study, totaling
$1,004,255 each.
Grant funding for a portion of the study costs is being pursued. Each agency's cost
share would be reduced equally by the amount of grant funds received.
OCWD approved to cost share the Effluent Reuse Study at their April 15, 2015 Board
Meeting. OCWD will seek approval of the Cost-Sharing Agreement at their July 15,
2015 Board Meeting.
PRIOR COMMITTEE/BOARD ACTIONS
April 2015 - The Board of Directors authorized staff to negotiate a Cost-Sharing
Agreement with the Orange County Water District.
ADDITIONAL INFORMATION
The Orange County Sanitation District (Sanitation District) solicited the procurement of a
consultant for the Effluent Reuse Study, Project No. SP-173. Staff recommended
awarding the Professional Services Agreement to CDM Smith, Inc., for an amount not to
exceed $2,008,510. This item was approved at the April 2015 Board of Directors
Page 1 of 2
meeting.
The Sanitation District will lead the study since most of the work needed to provide flow
for the GWRS Final Expansion involves the modification of Sanitation District facilities.
OCWD will reimburse the Sanitation District once the Effluent Reuse Study is complete.
CEQA
This is not a project per CEQA Guidelines, therefore CEQA does not apply.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This complies with the authority levels in the Sanitation District's Purchasing Ordinance.
Date of Approval Contract Amount Continaencv
N/A N/A N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Amendment No. 1 to the Amended Joint Exercise of Powers Agreement (Cost-
Sharing Agreement)
CM:sa:gc
Page 2 of 2
AMENDMENT NO. 1 TO THE AMENDED JOINT EXERCISE OF POWERS
AGREEMENT FOR THE DEVELOPMENT,OPERATION AND MAINTENANCE OF THE
GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT
This Amendment No. 1 to the Amended Joint Exercise of Powers Agreement for the
Development, Operation and Maintenance of the Groundwater Replenishment System and the
Green Acres Project ("Amendment') is made and entered into between the Orange County
Water District(the"Water District") and the Orange County Sanitation District(the`Sanitation
District"). The Water District and the Sanitation District are sometimes collectively referred to
in this Amendment as the"Parties,"and individually referred to as each"Party." The
Amendment shall be effective as of the day of , 2015.
RECITALS
This Amendment is based on the following facts, mutual understandings and intentions of
the Parties:
A. The Parties entered into an agreement dated May 5, 2010 entitled"Amended Joint
Exercise of Powers Agreement for the Development, Operation and Maintenance of the
Groundwater Replenishment System and the Green Acres Project' ("2010 Agreement'). The
Parties desire to amend the 2010 Agreement as set forth herein.
B. The Water District is currently constructing the Initial Expansion of the
Groundwater Replenishment System ("GWRS"). The Initial Expansion will increase the GWRS
production capacity from 70 million gallons per day("mgd")to 100 mgd. The Water District is
planning to further expand the GWRS, at the Water District's expense,with a project(mown as
the "Final Expansion." As currently planned,the Final Expansion will increase the GWRS
production capacity from 100 mgd to 130 mgd.
C. Once the Final Expansion is complete,the GWRS and GAP will require up to 179
mgd of Specification Influent in order to operate at maximum capacity. In their current
configuration, the Sanitation District's treatment plant facilities cannot provide 179 mgd of
Specification Influent to the Water District
D. The Sanitation District has received a proposal from the engineering firm CDM
Smith to prepare an Effluent Reuse Study at a not-to-exceed cost of two million,eight thousand,
five hundred and ten dollars ($2,008,510). The Effluent Reuse Study will identify possible
modifications to the Sanitation District's treatment plant facilities that will allow the Sanitation
District to deliver 179 mgd of Specification Influent to the Water District.
AGREEMENT
NOW,THEREFORE, in consideration of the foregoing facts recited and the mutual goals
and objectives contained herein, the Parties agree as follows:
1. Terms. Terms in Initial Capitals herein,that are not defined herein, shall have the
same meanings as defined in the 2010 Agreement.
1094024.1
2. Effluent Reuse Study. The Sanitation District shall retain CDM Smith to prepare
the Effluent Reuse Study in accordance with the scope of work attached hereto as Exhibit"A."
3. Reimbursement. Once the Effluent Reuse Study is complete, the Water District
shall reimburse the Sanitation District for half the cost of the Study less any grant funds received
by the Sanitation District. .
4. 2010 Agreement. Except as expressly amended herein, all terms and conditions
of the 2010 Agreement shall remain in effect.
1094024.1
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day and year first written above.
ORANGE COUNTY SANITATION DISTRICT
By:
Tom Beamish
Chair,Board of Directors
Date:
By:
Kelly A. Lore
Clerk of the Board
Date:
APPROVED AS TO FORM:
Bradley R. Hogin
General Counsel
Orange County Sanitation District
ORANGE COUNTY WATER DISTRICT
By:
President,Board of Directors
Date:
By:
General Manager
Date:
APPROVED AS TO FORM:
Joel Kuperberg
General Counsel
Orange County Water District
1094024.1
Exhibit A
Definitions
1. "AWT Facilities"means the advanced wastewater treatment facilities constructed by the
Parties on the Water District's and Sanitation District's property in Fountain Valley.
2. "Cooperative Agreement"means the Cooperative Agreement for Project Planning for
Orange County Reclamation Project, entered into by the Parties in February of 1997.
3. `Effective Date"means the date of this Agreement.
4. "General Managers"means the general managers of the Water District and the
Sanitation District.
5. "Governing Boards"means the Board of Directors of the Water District and the Board
of Directors of the Sanitation District
6. "Green Acres Project"means Reclaimed Water processed at the Water District's Green
Acres wastewater reclamation facility, or successor facilities used by the Water District.
7. "Groundwater Replenishment System" or"System"means the system more specifically
describe in Exhibit B.
8. "GWR Pipeline"means the pipeline constructed to convey Product Water from
Fountain Valley to the Water District's spreading basins.
9. "Joint Cooperative Committee"or"Joint Steering Committee"means the Joint
Cooperative Committee previously established under the Cooperative Agreement and
continued under this Agreement.
10. "NTU" means nephelometric turbidity unit,as defined in the latest issue of Standard
Methods for the Examination of Water&Wastewater as published by the American
Public Health Association,the American Water Works Association and the Water
Environment Federation.
11. "Newly Discovered Contaminants" is defined as contaminants found in wastewater that
are or could be introduced into the Orange County Groundwater Basin through the
System,that are not currently identified in any of the Water District's wells above any
federal or state action level, and that either(1)are assigned a new drinking water action
level,by federal or state regulators after the effective date of this Agreement, or(2)are
newly discovered in the System's wastewater or product water through new testing
methods that only become available after the effective date of this Agreement.
12. "Operational" is defined as the condition whereby the System has been installed and
tested, and startup activities have been completed, such that the System is ready to
process Specification Influent. Following attainment of Operational status, the System
general contractor may have ancillary and non-critical construction yet to complete (e.g.
landscaping, subsequent demolition). The System became Operational as of January 10,
2
1094024.1
2008.
13. `Peak Flows"shall mean flows of Specification Influent accepted by the System in
excess of the one hundred and four(104)mgd up to a maximum one hundred and
twenty-eight(128)mgd.
14. "Product Water"means water produced by the AWT Facilities.
15. "Reclaimed Water"means water meeting the Reclaimed Water Standards.
16. "Reclaimed Water Standards"means recycled water meeting the latest adopted version
of the California Code of Regulations, Title 22, Division 4,and Chapter 3 entitled
"Water Recycling Criteria"as set forth in Section 60304 with respect to filter effluent
17. "Related Facilities"means the upgrades to the trickling filters and Steve Anderson Lift
Station and related diversion facilities be completed by the Sanitation District pursuant
to this Agreement
18. "Specification Influent"means secondary treated sewage that does not exceed(a) an
average of 5 NTU over a 30 day period; (b) an average of 10 NTU for a 24 hour period;
or(c) an instantaneous turbidity of 50 NTU at any time.
19. "System": For purposes of Part rI`Planning,Design and Construction" (Sections 3-10
inclusive)"System"means the Groundwater Replenishment System, the components of
which are described on Exhibit B. In the balance of the Agreement, "System"means
the Groundwater Replenishment System,the components of which are described on
Exhibit B,as modified by the Initial Expansion.
20. "System Budget"means the budget adopted by the Parties pursuant to Section 10.
21. "System Contracts"means all contracts and change orders necessary for planning,
design and construction of the System, including professional service contracts,
construction contracts and other contracts.
22. "System Effluent Standards"means the treatment standards to permit Product Water to
be discharged into Santa Ana River as set forth in the NPDES Permit for the System.
23. "Wastewater Utilization Agreement"means that certain Second Amended and Restated
Agreement for Utilization of Reclaimed Wastewater, entered into between the Parties on
January 15, 1997.
24. "Initial Expansion"means an expansion of the System as originally designed to provide
an increase in production capacity from 70 mgd to 100 mgd. As of February 2010, the
Water District's preliminary design for the Initial Expansion included demolition of the
Water District's old laboratory facility and construction of the following major
components: (1)upgrades to the System's existing screening facilities; (2) facilities to
increase the capacity of the System's existing microfiltmtion processing; (3) facilities to
increase the capacity of reverse osmosis processing, (4) facilities to increase the
ultraviolet light processing(5) additional chemical storage and post-treatment facilities;
3
1094024.1
(6) additional reverse osmosis transfer pumps; and(7)additional water and barrier
pumps as part of the off-site System facilities."
4
1094024.1
ITEM NO. 3
MINUTES OF THE
OPERATIONS COMMITTEE
Engineering, Operations & Maintenance, and Facilities Support Services
Orange County Sanitation District
A regular meeting of the Operations Committee of the Orange County Sanitation District
was held on June 3, 2015, at 5:03 p.m. at the District's Administrative Office. Committee
Chair Seboum called the meeting to order and led the Flag Salute.
A quorum was declared present, as follows:
Operations Directors Present: Staff Present:
Greg Sebourn, Chair Jim Herberg, General Manager
David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager
Lisa Bartlett Rob Thompson, Director of Engineering
Ellery Deaton Ed Torres, Director of Operations & Maintenance
Steve Jones Lorenzo Tyner, Director of Finance &
Robert Kiley Administrative Services
Lucille Kring Kelly Lore, Clerk of the Board
Richard Murphy Jeff Armstrong
Steve Nagel Jennifer Cabral
Fred Smith Jim Colston
Chad Wanke Ron Coss
Tom Beamish, Board Chair Rudy Davila
John Nielsen, Board Vice-Chair Carla Dillon
Mark Esquer
Operations Directors Absent: Dean Fisher
Mariellen Yarc Norbert Gaia
Rob Gamber
Al Garcia
Ingrid Hellenbrand
Kathy Millea
Jeff Mohr
Cahn Nguyen
Wendy Sevenandt
Sarah Strader
Ted Vitro
Eros Yong
Others Present:
Brad Hogin, General Counsel
Joe Toolson, OCTA
Evelyn French, OCTA/Simon Wong Eng.
Stephen Beay, OCTA
06/03/2015 Opeations Committee Minutes Page 1 of 6
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Committee Chair Sebourn did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager, Jim Herberg did not provide a report.
CONSENT CALENDAR:
1. MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of
May 6, 2015.
AYES: Bartlett; Beamish, Deaton, Jones, Kiley, Kring, Murphy,
Nielsen, Sebourn, Shawver, Smith, F., and Wanks
NOES: None
ABSTENTIONS: None
ABSENT: Nagel and Yarc
2. MOVED, SECONDED, and DULY CARRIED TO:
A. Award a Service Contract to EnviroSupply & Service Inc. for Plant No. 2,
Central Generation Facility Fuel Gas Cleaning System, Carbon Change-
Out [replacement]; Specification No. S-2015-656BD, for a total amount not
to exceed $110,187.07 for the period July 1, 2015 through June 30, 2016,
with four (4) one-year renewal options; and
B. Approve a contingency of$11,018.70 (10%).
AYES: Bartlett; Beamish, Deaton, Jones, Kiley, Kring, Murphy,
Nielsen, Sebourn, Shawver, Smith, F., and Wanks
NOES: None
ABSTENTIONS: None
ABSENT: Nagel and Yarc
06/03/2015 Operations Committee Minutes Page 2 of 6
4. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors:
Approve Amendment No. 1 of the OC Waste and Recycling Waste Disposal
Agreement, extending the initial term of the Agreement from June 30, 2020 to
June 30, 2025.
AYES: Bartlett; Beamish, Deaton, Jones, Kiley, Kring, Murphy,
Nielsen, Sebourn, Shawver, Smith, F., and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Nagel and Yarc
Item 3 was pulled and heard separately.
Operations Chair Sebourn and Director Bartlett recused themselves and left the room
during discussion and vote.
Operations Vice-Chair Shawver presided.
3. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors:
A. Approve annual Professional Design Services Agreements with Dudek;
Lee & Ro, Inc.; GHD; AECOM; Hazen and Sawyer; RMC Water and
Environment; Projectline Technical Services, Inc.; Tait & Associates, Inc.;
Beyaz&Patel, Inc.; IDS Group, Inc.; Kleinfelder, Inc.; and RMS Engineering
and Design, Inc. for professional engineering design and construction
support services projects, Contract No. FE15-00-XX, commencing July 1,
2015 with a maximum annual fiscal year contract limitation not to exceed
$400,000 for each Professional Design Services Agreement; and,
B. Approve up to two additional one-year optional extensions.
AYES: Beamish, Deaton, Jones, Kiley, Kring, Murphy, Nielsen,
Shawver, Smith, F., and Wanke
NOES: None
ABSTENTIONS: Bartlett (recused) and Sebourn (recused)
ABSENT: Nagel and Yarc
06/03/2015 Operations Committee Minutes Page 3 of 6
NON-CONSENT CALENDAR:
Operations Chair Sebourn recused himself from Item 5 and left the room during
discussion and vote.
Operations Vice-Chair Shawver presided.
Director of Engineering, Rob Thompson provided a short oral presentation regarding this
item.
5. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors:
A. Approve a budget increase of $300,000, which would increase the project
total amount to $1,900,000 for the Odor Control Master Plan, Project No.
SP-166;
B. Approve a Professional Services Agreement with CH2M-Hill to provide
Engineering Services for Odor Control Master Plan, Project No. SP-166,for
an amount not to exceed $790,285; and
C. Approve a contingency of$118,543 (15%)
AYES: Bartlett, Beamish, Deaton, Jones, Kiley, Kring, Murphy,
Nielsen, Shawver, Smith, F., and Wanke
NOES: None
ABSTENTIONS: Seboum (recused)
ABSENT: Nagel and Yarc
6. Information Only - 1-405 Widening Impacts to the Orange County Sanitation
District's Plant No. 1 Facilities.
Engineering Manager Kathy Millea and Joe Toolsen, OCTA, provided a
PowerPoint presentation and answered questions regarding: timelines; preliminary
designs; and a potential joint contract.
Director Nagel arrived at 5:20 p.m.
Director of Engineering, Rob Thompson provided an informative PowerPoint
presentation regarding Item 7. He then answered questions from the Committee
regarding: Price per foot; conservative estimate; financing; available funds; project
management; design bid build; and cost increases.
06/03/2015 Operations Committee Minutes Page 4 of 6
7. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors:
A. Establish a budget for Administrative Facilities Replacement at Plant No. 1,
Project No. P1-128, in the amount of$168,000,000 and;
B. Rename the project.
AYES Bartlett, Beamish, Deaton, Jones, Kiley, Kring, Nielsen,
Seboum, Shawver, Smith, F., and Wanke
NOES: Nagel
ABSTENTIONS: Murphy
ABSENT: Yarc
INFORMATION ITEMS:
8. Environmental Laboratory and Ocean Monitoring
Director of Operations and Maintenance Ed Torres introduced Environmental Lab
& Ocean Monitoring Manager, Ron Coss; Environmental Supervisor, Jeff
Armstrong; Sr. Environmental Specialist, Rob Gamber and Laboratory Supervisor
Canh Nguyen who presented an informative PowerPoint presentation which
included an overview of Division 890, Environmental Monitoring, Toxicological
Monitoring and Compounds of Emerging Concern.
Chair Beamish left the meeting at 6:02 p.m.
9. Quarterly Odor Complaint Report
Director of Operations and Maintenance Ed Torres provided an oral report.
DEPARTMENT HEAD REPORTS:
Mr. Thompson notified the Committee that Engineering Manager Mike Puccio resigned.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Vice-Chair Nielsen invited everyone to attend the annual City of Tustin, Chili Cookoff on
Saturday, June 61" from 11:00 a.m. —4:00 p.m. Mr. Herberg also stated that OCSD will
have an informational booth at that event.
06/03/2015 Operations Committee Minutes Page 5 of 6
ADJOURNMENT
At 6:43 p.m., Committee Chair Sebourn declared the meeting adjourned to the next
scheduled meeting of Wednesday, July 1, 2015 at 5:00 p.m.
Submitted by,
Kelly A. Lore
Clerk of the Board
06/03/2015 Operations Committee Minutes Page 6 of 6
OPERATIONS COMMITTEE Meeting Date TOBd.of Dir.
06/03/15 O6/24/15
AGENDA REPORT Item Number Item Numbe
3 4
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS FOR
FACILITIES ENGINEERING PROJECTS, CONTRACT NO. FE15-00-XX
GENERAL MANAGER'S RECOMMENDATION
A. Approve annual Professional Design Services Agreements with Dudek;
Lee & Ro, Inc.; GHD; AECOM; Hazen and Sawyer; RMC Water and
Environment; Projectline Technical Services, Inc.; Tait & Associates, Inc.; Beyaz
& Patel, Inc.; IDS Group, Inc.; Kleinfelder, Inc.; and RMS Engineering and
Design, Inc. for professional engineering design and construction support
services projects, Contract No. FE15-00-XX, commencing July 1, 2015 with a
maximum annual fiscal year contract limitation not to exceed $400,000 for each
Professional Design Services Agreement; and,
B. Approve up to two additional one-year optional extensions.
SUMMARY
Orange County Sanitation District (Sanitation District) Ordinance No. OCSD-47 allows
the Sanitation District to compile prequalified lists of firms for each professional
discipline required to support engineering projects. Sanitation District Ordinance
No. OCSD-47 also allows the Professional Design Services Agreement (PDSA) to be
extended for up to two additional, one-year periods following the original term of one
year. Sanitation District Ordinance No. OCSD-47 delegates authority to the General
Manager and Director of Engineering to solicit proposals for professional design
engineering services to support engineering projects through individual task orders up
to $200,000.
A Request for Qualifications (RFQ)was developed and publicly advertised, and a notice
was sent to all of the firms listed in the Sanitation District's purchasing database. The
Sanitation District received 20 Statements of Qualifications (SOO). Staff recommends
approval of PDSAs with the highest-ranked firms in each discipline to provide
professional engineering design services, and construction support services on an as-
needed basis through task order authorization for a period of one year, with up to two
additional one-year optional extensions.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 1 of 3
ADDITIONAL INFORMATION
The Sanitation District generally executes engineering projects in one of two distinct
ways: through the large project Capital Improvement Program (CIP) or through the
smaller project Facilities Engineering (FE) Program. FE projects differ from the CIP
projects in that there is an altemate method designated in the Sanitation District's
Ordinance No. OCSD-47 to procure engineering services if the cost of these design
services is $200,000 or less. Based on this alternative process, 12 firms are
recommended for prequalification to provide professional engineering design services
for FE projects through a simplified proposal process.
SOQ Evaluation
The Sanitation District received SOQs from 20 firms. The SOQs were independently
reviewed by an in-house evaluation committee of five staff members. SOQs were rated
in categories including relevant project experience, staff qualifications, execution of
work, and public works. The results of this rating process are shown in Table 1, below.
Table 1 - Consultant Firm Scoring and Ranking
Firm TOTAL RANKING
POINTS
PROCESS
DUDEK 455 1
LEE& RO, INC. 449 2
GHD 445 3
AECOM 444 4
HAZEN AND SAWYER 395 5
RMC WATER AND ENVIRONMENT 343 6
TRAN CONSULTING ENGINEERS 336 7
EETS, INC. 284 8
DGA CONSULTANTS 278 9
QUANTUM CONSULTING, INC. 274 10
ALDEN 237 11
Q3, INC. 144 12
NON-PROCESS
PROJECTLINE TECHNICAL SERVICES, INC. 395 1
TAIT&ASSOCIATES, INC. 393 2
STRUCTURAL
BAYEZ& PATEL, INC. 439 1
IDS GROUP, INC. 406 2
KLEINFELDER, INC. 399 3
RMS ENGINEERING & DESIGN, INC. An 383 4
COFFMAN ENGINEERS, INC. 352 5
ENGINEERING ALIGNMENT SYSTEMS, INC. 330 6
Page 2 of 3
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This recommendation complies with authority levels of the Sanitation District's
Ordinance No. OCSD-47. This item has been budgeted (FY2014-15 and 2015-16
Section 8, Pages 47 and 119), and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package and attachments:
PDSA Agreements
RB:dm:gc
Page 3 of 3
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
DUDEK
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-01, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st)the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-01
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-01
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-01
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-01
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-01
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-01
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employer's Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-01
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-01
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-01
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: DUDEK
Attention: Russ Bergholz
605 Third Street
Encinitas, CA 92024
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-01
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-01
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-01
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
LEE & RO, INC.
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-02, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the Contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st) the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-02
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-02
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-02
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-02
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsullanl, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-02
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-02
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employers Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-02
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-02
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense Costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
SubConsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
SubConsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-02
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: LEE & RO, INC.
Attention: Dhiru Patel
1199 South Fullerton Road
City of Industry, CA 92373
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-02
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-02
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-02
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
GHD, INC.
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-03, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the Contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st) the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-03
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-03
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-03
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-03
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654) that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-03
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-03
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employers Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended 'tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-03
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-03
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall Contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-03
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: GHD, INC.
Attention: Greg Watanabe
16451 Scientific Way
Irvine, CA 92618
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-03
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-03
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-03
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
AECOM
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-04, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st)the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-04
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-04
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-04
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-04
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-04
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-04
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employer's Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-04
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-04
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-04
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: AECOM
Attention: Jagadish Gundarlahalli
999 West Town & Country Road
Orange, CA 92868
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-04
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-04
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-04
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
HAZEN AND SAWYER
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-05, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st)the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-05
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-05
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-05
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-05
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-05
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-05
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employer's Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-05
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-05
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense Costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
SubConsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
SubConsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-05
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: HAZEN AND SWAYER
Attention: Lynn Grijalva
1149 South Hill Street, Suite 450
Los Angeles, CA 90015
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-05
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-05
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A!'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-05
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
RMC WATER AND ENVIRONMENT
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-06, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st)the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-06
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-06
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-06
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement. Notwithstanding the foregoing,
Consultant shall be entitled to an extension of time for delays to Consultant beyond its
reasonable control.
Section 9: Compliance with the Law
Consistent with its obligation to provide services in accordance with the professional standard of
care, the Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District. Consultant shall have the right to rely on the
adequacy and accuracy of information provided by the Sanitation District and Consultant shall
promptly inform the Sanitation District if it becomes aware of any error or omission in
information provided.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties'), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-06
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-06
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
15.4 AutomotiveNehicle liability Insurance:
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-06
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employer's Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made' basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-06
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-06
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-06
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: RMC WATER AND ENVIRONMENT
Attention: Scott Goldman
15510-C Rockfield Boulevard, Suite 200
Irvine, CA 92618
Section 18: Attorney's Fees. Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-06
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-06
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-06
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
PROJECTLINE TECHNICAL SERVICES, INC.
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-07, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st)the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-07
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-07
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-07
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-07
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654) that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-07
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability (for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-07
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employers Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF' and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-07
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-07
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-07
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: PROJECTLINE TECHNICAL SERVICES, INC.
Attention: Robert Getter
2900 Bristol, Suite D-103
Costa Mesa, CA 92626
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-07
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-07
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-07
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
TAIT &ASSOCIATES, INC.
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-08, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the Contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st)the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-08
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-08
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-08
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-08
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654) that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-08
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability (for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-08
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employer's Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-08
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-08
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-08
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: TAIT&ASSOCIATES, INC.
Attention: Jacob Vandervis
701 North Parkcenter Drive
Santa Ana, CA 92705
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-08
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-08
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-08
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
BEYAZ & PATEL, INC.
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-09, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st)the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-09
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-09
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-09
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-09
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654) that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-09
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-09
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employer's Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-09
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-09
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-09
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: BEYAZ& PATEL, INC.
Attention: Subhash Patel
16935 West Bernardo Drive, Suite 100
San Diego, CA 92127
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-09
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-09
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-09
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
IDS GROUP, INC.
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-10, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st) the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-10
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-10
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-10
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-10
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654) that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-10
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-10
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employers Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended 'tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-10
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-10
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall Contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-10
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: IDS GROUP, INC.
Attention: Said Hilmy
1 Peters Canyon Road, Suite 130
Irvine, CA 92606
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-10
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-10
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-10
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
KLEINFELDER, INC.
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-11, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the Contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st)the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-11
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-11
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the negligent
acts and omissions of its subcontractor, as it is for persons directly employed. Nothing
contained in this Agreement shall create any contractual relationship between any
subcontractor and the Sanitation District. All persons engaged in the work will be considered
employees of the Consultant. The Sanitation District will deal directly with and will make all
payments to the Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-11
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
Consistent with its obligation to provide services in accordance with the professional standard of
care, the Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government in effect at the date the services are provided.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-11
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of Construction of contracts (including, without
limitation, California Civil Code Section 1654) that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-11
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-11
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employers Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended 'tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-11
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-11
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies, except for Errors and Omissions insurance coverage, shall have
a provision that defense costs for all insureds and additional insureds are paid in
addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-11
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30)days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: KLEINFELDER, INC.
Attention: Jeffrey S. Walker
550 West C Street, Suite 1200
San Diego, CA 92101
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-11
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-11
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-11
PROFESSIONAL DESIGN SERVICES AGREEMENT
This Agreement is made and entered into, to be effective this 1st day of July, 2015, by
and between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "Sanitation District"
AND
RMS ENGINEERING & DESIGN, INC.
hereinafter referred to as "Consultant"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the Sanitation District, by action on June 24, 2015 approved the award of a
Professional Design Services Agreement ("Agreement"), Contract No. FE15-00-12, to
Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year
2015-2016; and
WHEREAS, the parties intend by this Agreement to set forth the general terms and
conditions that will apply to any specific project for which Consultant is given a Task Order by
the Sanitation District.
NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as
follows:
Section 1: Scope of Agreement
The Sanitation District, at its sole discretion, may, from time to time during the term of this
Agreement, issue a Request for Task Order Proposal ("RFTOP") setting forth a detailed Scope
of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal
from the Consultant, may issue a directive Task Order to proceed with the work. The
Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon
execution by the Sanitation District, be attached hereto and become an operative part of this
Agreement. Should any conflict or inconsistency exist in the contract documents identified in
this Section, the conflict or inconsistency shall be resolved by applying the provisions in the
highest priority document, which shall be determined in the following order of priority: (1 st) the
terms of this Agreement and any amendments thereto; (2nd) the provisions of the RFTOP;
(3rd)the provisions of any written Task Orders, which may be issued from time to time.
Section 2: Task Orders, Issuance by Sanitation District
The directive Task Order issued by the Sanitation District, shall specifically, or by reference to
the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement
that are to apply to the specific project for which the services will be rendered. Those terms,
shall include, but not be limited to, time for performance and compensation.
PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO.FE15-00-12
Section 3: Term
This Agreement shall commence on the effective date of this Agreement, and terminate
June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors
and Consultant. Any work that is required by a Task Order and is not finished by the date of
termination shall be continued and completed by the Consultant, and the terms and conditions
of this Agreement shall continue in effect.
Section 4: Compensation
The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed
four hundred thousand dollars ($400,000). The compensation includes, but is not limited to,
fees for professional services (based on individual labor rates and sub-consultant fees),
overhead, and profit. The specific amount of compensation payable to the Consultant for
services rendered on an individual project, pursuant to a directive Task Order, shall be
established for each Task Order and shall not exceed two hundred thousand dollars ($200,000)
per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant
agrees and acknowledges that the execution of this Agreement does not in any way guarantee
that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not
entitle Consultant to any form of payment or compensation from the Sanitation District without
the Sanitation District first having issued a written Task Order.
4.1 Additional Work:
For extra work not a part of this Agreement, a written authorization from the
Sanitation District is required prior to the Consultant undertaking any extra work.
4.2 Rate Schedule:
The services by the Consultant, pursuant to each project Task Order, shall be
billed to the Sanitation District at the hourly rates for each class of employee to
be used, set forth in an Exhibit, attached thereto and incorporated herein.
4.3 Method of Payment:
The Consultant shall submit for approval by the Sanitation District, monthly
invoices based on total services which have been satisfactorily completed and
specifying a percentage of completion. The Consultant's billings shall be certified
for payment by the Sanitation District only after the Sanitation District has
determined that the Consultant has completed each applicable project task.
4.4 California Department of Industrial Relations (DIR) Registration and Record of
Wages:
To the extent the Consultant's employees and/or subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
Consultant and subconsultants 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.
PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO.FE15-00-12
The Consultant and subconsultants 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 Section
1771.4(a)(3). Penalties for non-compliance with the requirements of Section
1776 may be deducted from progress payments per Section 1776.
Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall
furnish a copy of all certified payroll records to the Sanitation District and/or
general public upon request, provided the public request is made through the
Sanitation District, the Division of Apprenticeship Standards or the Division of
Labor Standards Enforcement of the DIR.
The Consultant and subconsultants shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code
of Regulations Section 16461(3).
4.5 Record of Expenses:
The Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will
be made available to the Sanitation District upon request.
4.6 Reallocation of Total Compensation:
The Sanitation District, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the total
compensation payable under the Task Order, provided that the total
compensation for the Task Order is not increased.
Section 5: Independent Contractor
It is agreed that the Consultant shall act and be an independent contractor and not an agent or
employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to
the Sanitation District's employees.
Section 6: Limitations Upon Subcontracting and Assignment
The Consultant shall not contract with any other person or entity to perform the services
required without the written approval of the Sanitation District. This Agreement may not be
assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation
District. If the Consultant is permitted to subcontract any part of this Agreement by the
Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and
omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationship between any subcontractor and the
Sanitation District. All persons engaged in the work will be considered employees of the
Consultant. The Sanitation District will deal directly with and will make all payments to the
Consultant.
PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO.FE15-00-12
Section 7: Changes to Scope of Work
In the event of a change in the Scope of Work as requested by the Sanitation District, the
parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all
new terms of the Task Order, including but not limited to, any additional compensation.
Section 8: Time of Essence
Time is of the essence in the performance of this Agreement.
Section 9: Compliance with the Law
The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of
federal, state and local government.
Section 10: Conflicts of Interest
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of the
services contemplated by this Agreement. No person having such interest shall be employed by
or associated with the Consultant.
Section 11: Work Schedule
The Consultant shall hold such conferences with representatives of the Sanitation District and
take such action as may be necessary to obtain the necessary data upon which to develop and
evaluate the needs of the Sanitation District.
Section 12: Copies of Work Product
Upon completion of the work required for each Task Order, the Consultant shall deliver to the
Sanitation District the number of copies specified in the specific Task Order Scope of Work of
the final report containing the Consultant's findings, conclusions, recommendations, and all
supporting documentation and/or final design drawings and specifications. Each Task Order will
define the requirements for the deliverables.
Section 13: Indemnification
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense and with legal counsel approved by the Sanitation District, which approval
shall not be unreasonably withheld), protect and hold harmless the Sanitation District and all of
the Sanitation District's officers, directors, employees, Consultant's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of
action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses
(including without limitation, attorney's fees, disbursements and court costs, and all other
professional, expert or Consultant's fees and costs and the Sanitation District's general and
administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from,
pertain to, or relate to any work performed, or any operations, activities, or services provided by
Consultant in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of Consultant, its principals, officers, agents, employees,
PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO.FE15-00-12
Consultant's suppliers, Consultant, subconsultants, subcontractors, and/or anyone employed
directly or indirectly by any of them, regardless of any contributing negligence or strict liability of
an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is either one of the Indemnified Parties nor the
Consultant, nor its principal, officer, agent, employee, nor Consultant's supplier, Consultant,
subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and Consultant shall, to the fullest extent
permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one
cause if any such cause taken alone would otherwise result in the obligation to indemnify
hereunder.
Consultant's liability for indemnification hereunder is in addition to any liability Consultant may
have to the Sanitation District for a breach by Consultant of any of the provisions of this
Agreement. Under no circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit Consultant's indemnification obligation or other liability
hereunder. The terms of this Agreement are contractual and the result of negotiation between
the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement.
Section 14: Duty to Defend
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify
and such duty to defend shall exist regardless of any ultimate liability of Consultant and shall be
consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately
upon presentation of a Claim by any person if, without regard to the merit of the Claim, such
Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and
upon written notice of such Claim being provided to Consultant. Payment to Consultant by any
Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall
not be a condition precedent to enforcing such Indemnified Party's rights to indemnification
hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final
resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, to any extent, then the
Sanitation District will reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement until such time as action against the Indemnified Parties for such
matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO.FE15-00-12
Section 15: Insurance
15.1 General:
i. Insurance shall be issued and underwritten by insurance companies
acceptable to the Sanitation District.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the Sanitation District will accept State
Compensation Insurance Fund, for the required policy of Worker's
Compensation Insurance subject to the Sanitation District's option to require
a change in insurer in the event the State Fund financial rating is decreased
below"B". Further, the Sanitation District will require Consultant to substitute
any insurer whose rating drops below the levels herein specified. Said
substitution shall occur within twenty(20)days of written notice to
Consultant, by the Sanitation District or its agent.
iIL Coverage shall be in effect prior to the commencement of any work under
this Agreement.
15.2 General Liability:
The Consultant shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability (for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by Sanitation District and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
15.3 Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy
of primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO.FE15-00-12
15.4 AutomotiveNehicle liability Insurance:
The Consultant shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
15.5 Worker's Compensation Insurance:
The Consultant shall provide such Workers' Compensation Insurance as required
by the Labor Code of the State of California in the amount of the statutory limit,
including Employers Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) per occurrence. Such Workers Compensation Insurance shall be
endorsed to provide for a waiver of subrogation in favor of the Sanitation District.
A statement on an insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance Fund
and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced
on the certificate of insurance. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage for Jones Act claims.
15.6 Errors and Omissions/Professional Liability:
Consultant shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars
($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services
hereunder.
In the event of termination of said policy during this period, Consultant shall
obtain continuing insurance coverage for the prior acts or omissions of
Consultant during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing
no gap in coverage or by separate extended "tail" coverage with the present or
new carrier.
In the event the present policy of insurance is written on an "occurrence" basis,
said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement,
whichever is later. In the event of termination of said policy during this period,
new coverage shall be obtained for the required period to insure for the prior acts
of Consultant during the course of performing services under the term of this
Agreement.
PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO.FE15-00-12
Consultant shall provide to the Sanitation District a certificate of insurance in a
form acceptable to the Sanitation District indicating the deductible or self-
retention amounts and the expiration date of said policy, and shall provide
renewal certificates not less than ten (10)days prior to the expiration of each
policy term.
15.7 Proof of Coverage:
The Consultant shall furnish the Sanitation District with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements
shall conform to the requirements herein stated. All certificates and
endorsements are to be received and approved by the Sanitation District before
work commences. The Sanitation District reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,
effecting the coverage required, at any time. The following are approved forms
that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the Sanitation
District, and the Sanitation District may reject
alternatives that provide different or less
coverage to the Sanitation District.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) Sanitation District approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
15.8 Cancellation Notice:
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30)days after written
notice is given to the Sanitation District except for nonpayment of premium,
which shall require not less than ten (10) days written notice to the Sanitation
District. Should there be changes in coverage or an increase in deductible or SIR
amounts, the Consultant and its insurance broker/agent shall send to the
Sanitation District a certified letter which includes a description of the changes in
PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO.FE15-00-12
coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Risk Management, and shall be received by the
Sanitation District not less than thirty(30) days prior to the effective date of the
change(s) if the change would reduce coverage or increase deductibles or SIR
amounts or otherwise reduce or limit the scope of insurance coverage provided
to the Sanitation District.
15.9 Primary Insurance:
All liability policies shall contain a Primary and Non Contributory Clause. Any
other insurance maintained by the Sanitation District shall be excess and not
contributing with the insurance provided by Consultant.
15.10 Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
15.11 Non-Limiting (if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which Consultant may be held responsible for payment of damages to persons
or property.
15.12 Deductibles and Self-Insured Retentions:
Any deductible and/or self-insured retention must be declared to the Sanitation
District on the Certificate of Insurance. All deductibles and/or self-insured
retentions require approval by the Sanitation District. At the option of the
Sanitation District, either: the insurer shall reduce or eliminate such deductible
or self-insured retention as respects the Sanitation District; or the Consultant
shall provide a financial guarantee satisfactory to the Sanitation District
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
15.13 Defense Costs:
Liability policies shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15.14 Subconsultants:
The Consultant shall be responsible to establish insurance requirements for any
Subconsultant hired by the Consultant. The insurance shall be in amounts and
types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO.FE15-00-12
15.15 Limits Are Minimums:
If the Consultant maintains higher limits than any minimums shown above, then
Sanitation District requires and shall be entitled to coverage for the higher limits
maintained by Consultant.
Section 16: Termination
The Sanitation District may terminate this Agreement at any time, without cause, upon giving
thirty (30) days written notice to Consultant. In the event of such termination, Consultant shall
be entitled to compensation for work performed on a prorated basis through and including the
effective date of termination.
The Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written
notice to the Sanitation District only if the Consultant is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to the Sanitation District and/or Consultant in accordance
with Section 17—Notices.
Section 17: Notices
All notices shall be personally delivered or mailed by first class mail to the below-listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process:
SANITATION ORANGE COUNTY SANITATION DISTRICT
DISTRICT:
Attention: Larry Roberson
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: RMS ENGINEERING & DESIGN, INC.
Attention: Roger M. Sage
406 Orchid Avenue, #723
Corona del Mar, CA 92625
Section 18: Attorney's Fees, Costs and Necessary Disbursements
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Section 19: Dispute Resolution
In the event of a dispute arising between the parties regarding performance or interpretation of
this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the
Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting
alternate dispute resolution services.
PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO.FE15-00-12
Section 20: Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties and
supersedes all previous negotiations between them pertaining to the subject matter thereof.
PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO.FE15-00-12
IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation
District by its officers thereunto duly authorized, and by the Consultant, as of the day and year
first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair, Board of Directors
By:
Clerk of the Board
By:
Contracts, Purchasing and Materials Management Manager
CONSULTANT
By:
By:
Exhibits: Exhibit"A:'— Hourly Rate Schedule
Exhibit"B"—OCSD Safety Standards
Exhibit"C"—Allowable Direct Costs
PROFESSIONAL DESIGN SERVICES AGREEMENT 12 CONTRACT NO.FE15-00-12
OPERATIONS COMMITTEE Meath,Dare TOBA.Of Dir.
06/03/15 O6/24/15
AGENDA REPORT Item Number Item Number
4 s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Robert Thompson, Director of Engineering
SUBJECT: OC WASTE AND RECYCLING WASTE DISPOSAL AGREEMENT,
AMENDMENT NO. 1
GENERAL MANAGER'S RECOMMENDATION
Approve Amendment No. 1 of the OC Waste and Recycling Waste Disposal Agreement,
extending the initial term of the Agreement from June 30, 2020 to June 30, 2025.
SUMMARY
On April 2, 2015, OC Waste and Recycling (OCWR) sent the Orange County Sanitation
District (OCSD) proposed amendments to the Waste Disposal Agreement (WDA)
requesting OCSD Board to consider and approve. Since 2013, OCWR has been
providing OCSD with a low-cost, in-county option to properly manage 100 wet tons of
biosolids per day at the Prima Deshecha Landfill (Prima) located in the city of San Juan
Capistrano.
OCWR proposes a five-year extension of the WDA from June 30, 2020 to June 30,
2025. This extension will not affect OCSD's ability to haul biosolids in the short term to
Prima where it is received and managed by OCWR. The proposed extension will
benefit OCSD by continuing to utilize Prima for an additional five years as a low-cost, in-
county option. There is no change in the per ton rate.
PRIOR COMMITTEE/BOARD ACTIONS
November 2012 - Approved a Waste Disposal Agreement with the County of Orange
(Orange County Waste and Recycling) for the County to receive and dispose of the
Orange County Sanitation District's biosolids at the Prima Deshecha Landfill, subject to
available capacity, for the period commencing on December 1, 2012 through June 30,
2020, with a renewal option of 10-years in a total annual amount not to exceed
$3,605,288
ADDITIONAL INFORMATION
The disposal of solid waste at Orange County landfills is governed by a Waste Disposal
Agreement in which cities and several wastewater agencies in Orange County have
agreed to deposit their solid waste at OCWR's three landfill facilities in return for low
and stable disposal rates. For most cities and agencies, the term of the current WDA
began on July 1, 2010 and runs through June 30, 2020 with importation of waste from
outside jurisdictions at OCWR landfills set to expire on June 30, 2016.
Page 1 of 3
The solid waste revenues are utilized by OCWR to maintain the landfill system,
preserve funds for landfill closure costs, address post-closure maintenance, and
mitigate long-term risk and environmental liabilities. The residents in the cities benefit
from additional services provided by OCWR including permanent household hazardous
waste collection facilities; green waste acceptance at no charge to cities to assist with
compliance with state recycling mandates; and support of city programs to meet state
diversion requirements.
It is recommended that OCSD approve the Amendment to the WDA to provide stable
rates for residents and businesses, continue service levels, and ensure long-term
capacity. Upon approval by OCSD and Orange County cities, the proposed Amendment
will be considered by the Orange County Board of Supervisors at their earliest available
meeting.
CEQA
OCSD approved the WDA on November 28, 2012. OCSD determined that the WDA
was within the scope of OCSD's 1999 Strategic Plan Program Environmental Impact
Report and the County of Orange's 2001 Prima Deshecha General Development Plan
Program Environmental Impact Report. OCSD filed a Notice of Determination on
November 29, 2012. The Amendment does not change the scope or nature of activities
called for in the WDA. Under the Amendment, OCSD will continue to operate at its
current rate and send the same amount of truck trips per day (4) of biosolids, using the
same streets and freeways, to Prima Deshecha for processing as it does currently
under the WDA. As a result, no further environmental review is required. (Public
Resources Code § 21166; CEQA Guidelines § 15162).
In the alternative, the Amendment is also exempt from CEQA pursuant to: (1) CEQA's
Class 1 Existing Facilities Exemption (CEQA Guidelines § 15301); and (2) CEQA's
"Common Sense" Exemption (CEQA Guidelines § 15061(b)(3)). The Class 1
exemption applies to the operation, repair, maintenance, permitting, leasing, licensing,
or minor alteration of existing public or private facilities involving negligible or no
expansion of a use beyond the use existing at the time of the lead agency's CEQA
determination. As explained, the Amendment calls for the continued operation of
existing public facilities without any expansion of an existing use. The Amendment is
therefore exempt from CEQA pursuant to CEQA Guidelines Section 15301.
CEQA's "Common Sense" Exemption applies where it can be seen with certainty that
there is no possibility that the activity in question may have a significant effect on the
environment. (CEQA Guidelines § 15061(b)(3)). In order to determine whether a
project will have a significant environmental effect, a lead agency must first define the
baseline environmental conditions. The "project" for CEQA purposes consists of
changes in the baseline conditions, if any, that the lead agency's action will cause. The
baseline usually consists of the physical conditions that exist when the lead agency
commences CEQA review. (CEQA Guidelines § 15125(a)). As explained, the
Amendment does not call for any change to the existing environmental conditions. As a
Page 2 of 3
result, it can be seen with certainty that there is no possibility that the Amendment may
have a significant effect on the environment, and the Amendment is exempt from CEQA
review pursuant to CEQA Guidelines Section 15061(b)(3).
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted; (Line item: Section 5, Page 6). Project
contingency funds will not be used for this Agreement.
Date of ADDroval Contract Amount Contingency
11/28/12 $3,605,288 N/A
ATTACHMENT
The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package and attachments:
Waste Disposal Agreement Amendment No. 1
JC:jb:gc
Page 3 of 3
AMENDMENT TO WASTE DISPOSAL AGREEMENT
Between
THE COUNTY OF ORANGE,CALIFORNIA
and the
ORANGE COUNTY SANITATION DISTRICT
2015
County Amendment Authorization Date: Orange County Sanitation District Amendment
Authorization Date:
2015 June 24, 2015
County Notice Address: Orange County Sanitation District Notice
Address
Director 10844 Ellis Avenue
OC Waste and Recycling Fountain Valley, CA 92708
300 N. Flower, Suite 400
Santa Ana,CA 92703
2015 Amendment to Waste Disposal Agreement 1
AMENDMENT TO WASTE DISPOSAL AGREEMENT
THIS AMENDMENT TO WASTE DISPOSAL AGREEMENT(the "Amendment') is made
and dated as of the date indicated on the cover page hereof between the County of Orange, a political
subdivision of the State of California (the "County"), and the Orange County Sanitation District, a
county sanitation district duly existing under the laws of the State of California(the"District").
RECITALS
The County owns, manages and operates a sanitary landfill system for the disposal of
municipal solid waste generated by the cities and the unincorporated area within the County (the
"Disposal System"). The Disposal System includes three active landfills and four regional household
hazardous waste collection centers.
The Disposal System is used for the disposal of municipal solid waste which is not reused,
recycled or otherwise diverted from landfill disposal, pursuant to the California Integrated Waste
Management Act of 1989(Division 30 of the California Public Resources Code)(the"Act').
The County has entered into waste disposal agreements in 2009(the"Original Waste Disposal
Agreements") with all of the cities in the County, as well as certain sanitary districts located in the
County(the"Participating Cities"),pursuant to which the County agreed to provide disposal capacity
for waste generated in or under the control of the Participating Cities, and the Participating Cities
agreed to deliver or cause the delivery of waste generated in or under the control of the Participating
Cities to the Disposal System,as more specifically set forth in,and subject to the terms and conditions
of, the Original Waste Disposal Agreements.
The District and County entered into a Waste Disposal Agreement dated January 8, 2013
("2013 Waste Disposal Agreement") wherein the County agreed to receive and dispose of the
District's biosolids at County landfills, subject to available capacity, through June 30, 2020, with a
renewal option of 10-years at a base rate of 110% of the rate payable by Participating Cities under
Original Waste Disposal Agreements, subject to CPI adjustments.
The District has determined pursuant to Health & Safety Code Section 4742.1 that the
execution of this Amendment by the District is in the best interest of the District and will serve the
public health, safety and welfare by providing greater disposal rate stability, more predictable and
reliable long-tens disposal service, and sound environmental management.
The County has determined that the execution by the County of this Amendment will serve the
public health, safety and welfare by providing a more stable, predictable and reliable supply of
municipal solid waste and the resulting service payment revenue to the Disposal System, thereby
enabling the County to plan,manage, operate and finance improvements to the Disposal System on a
more prudent and sound long term, businesslike basis consistent with its obligations to the State and
the holders of obligations secured by its Disposal System.
Official action approving this Amendment and determining it to be in the public interest and
authorizing its execution and delivery was duly taken by the County on the County authorization date
indicated on the cover page hereof.
Official action approving this Amendment and determining it to be in the public interest and
authorizing its execution and delivery was duly taken by the District on the District Amendment
Authorization Date indicated on the cover page hereof.
2015 Amendment to Waste Disposal Agreement 2
It is,therefore,agreed as follows:
Section 1. AMENDMENT TO 2013 WASTE DISPOSAL AGREEMENT.
(a) Section 6.1(A)and Section 6.1(B)of the 2013 Waste Disposal Agreement are deleted and
replaced in their entirety with the following:
"SECTION 6.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Agreement shall continue in full force and effect until June
30,2025,unless earlier terminated in accordance with its terms,in which event the Term shall
be deemed to have expired as of the date of such termination.
(B) Option to Renew. This Agreement shall be subject to renewal by mutual
agreement of the parties, on or before June 30, 2023, for an additional term of ten years (the
"Renewal Term") on the same terms and conditions as are applicable during the Initial Term
hereof The District shall give the County written notice of its irrevocable election to renew
this Agreement on or before June 30,2022. If the parties do not renew this Agreement by June
30,2023,the Agreement shall expire on June 30,2025."
(b) The first sentence of Section 6.1(C)of the Original Waste Disposal Agreement is deleted in
its entirety and replaced with the following:
"In connection with the parties' right to renew this Agreement for an additional ten-year term
pursuant to Section 6.1(B),the parties shall,on or before June 30,2023,negotiate an applicable
change in the Contract Rate for such renewal term"
(c) All other terms and conditions of the Original Waste Disposal Agreement shall remain in
full force and effect.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of the parties to
this Amendment represent and warrant that it is a political subdivision of the State of California validly
existing under the Constitution and laws of the State and(if) it has duly authorized the execution and
delivery of this Amendment, and has duly executed and delivered the Amendment.
All other terms and conditions of the 2013 Waste Disposal Agreement not specifically changed by this
Amendment, shall remain in full force and effect.
2015 Amendment to Waste Disposal Agreement 3
IN WITNESS WHEREOF,COUNTY and DISTRICT have caused this Amendment to be executed by
their duly authorized officers or representatives as of the day and year first above written.
COUNTY OF ORANGE
Date By
Director,OC Waste&Recycling
Date By
Board Chair
Orange County Sanitation District
Date By
Clerk of the Board
Orange County Sanitary District
APPROVED AS TO FORM:
COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
By
Date
2015 Amendment to Waste Disposal Agreement 4
OPERATIONS COMMITTEE Meath,Date TOBA.OrDIr.
06/03/15 O6/24/15
AGENDA REPORT Item Number Item Nu bar
5 6
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: ODOR CONTROL MASTER PLAN, PROJECT NO. SP-166
GENERAL MANAGER'S RECOMMENDATION
A. Approve a budget increase of $300,000, which would increase the project total
amount to $1,900,000 for the Odor Control Master Plan, Project No. SP-166;
B. Approve a Professional Services Agreement with CH2M-Hill to provide
Engineering Services for Odor Control Master Plan, Project No. SP-166, for an
amount not to exceed $790,285; and
C. Approve a contingency of$118,543 (15%)
SUMMARY
The Orange County Sanitation District (Sanitation District) Board of Directors (Board)
approved a Five-Year Strategic Plan in November 2013, which identified the completion
of the Odor Control Master Plan as a strategic goal for the Sanitation District. The last
phase of the Odor Control Master Plan will validate existing or recommend new
standards for Levels of Service (LOS) for odor control: evaluate the performance of
existing odor control facilities, investigate odor control technologies targeting specific
"most detectable' odorants, and ultimately recommend odor control strategies that
would provide varying LOS for odor control and their associated costs. To accomplish
this strategic goal, the project will be achieved in two phases: an odor monitoring
investigation phase (already complete), and an odor modeling and a report-writing
phase (recommended project).
Phase I of the project has already been completed, which included the collection and
analysis of foul air samples at both plants. Additional hard to detect odorant
compounds were quantified in order to determine their importance compared to the
conventionally obtained odorants, thus identifying the "most detectable" odorants in
each process area at both plants. The Sanitation District has purchased two separate
systems and a total of six a-noses to continuously track specific odor sources and their
potential impact to the surrounding areas of both treatment plants.
Phase II of this project will be accomplished with this proposed Agreement and will
include the conducting of the odor modeling, the evaluation of available odor abatement
technologies, and the preliminary design of odor control systems at each plant process
area. The Odor Control Master Plan report will present the Board realistic cost
estimates to achieve alternate LOS options for odors for its adoption. The Sanitation
District published the draft scope of work for Phase II of this project for an industry
review and received few comments.
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The Sanitation District then advertised a Request for Proposals (RFP) and three
proposals were received. The three proposals were evaluated and ranked. CH2M-Hill
was selected as the most qualified firm. Staff recommends awarding a Professional
Services Agreement (PSA)to CH2M-Hill for an amount not to exceed $790,285.
PRIOR COMMITTEE/BOARD ACTIONS
The Board has previously approved the following projects for SP-166 Phase I:
• May 2013 — Awarded a contract with UCLA for the use of their laboratory facilities
for a total amount not to exceed $134,618, and approved a contingency of $6,731
(5%).
• May 2013 — Awarded a contract with ALS for the sampling and analysis of foul air
for a total amount not to exceed $282,776, and approved a contingency of $14,139
(5%).
• September 2013 — Awarded a contract with Kruger, Inc. for the purchase of two
systems and six a-noses for a total amount not to exceed $450,000, and approved
a contingency of $22,500 (5%).
• May 2014 —Awarded a contract with MH3 Corp. to determine the "most detectable"
odorants for a total amount not to exceed $99,500.
ADDITIONAL INFORMATION
Proiect Scope of Work:
Phase II of the study has seven objectives to fulfill: (1) define the target concentrations
of "most detectable" odorants at each plant process area; (2) sample and analyze
different foul air scrubbing technologies and tabulate percent removal efficiencies of
"most detectable" odorants with the technologies tested; (3) determine the
concentrations at their source where the target concentration of odorants would meet
the three levels of nuisance criteria at the Sanitation District's fence line that are the
odor levels of service; (4) determine what foul air scrubbing technologies and/or
strategies can achieve these alternative odor levels of service; (5) determine the cost
associated with achieving these three alternative odor levels of service; (6) tabulate the
findings associating levels of service with the cost to achieve it and the resulting
receptor nuisance impact; and (7) prepare the Odor Control Master Plan document that
among other things fulfills the Sanitation District's Five-Year Strategic Plan goals for
odors.
Request for Proposals:
The evaluation and selection process is based on procedures pursuant to the California
Government Code requiring the Sanitation District to select the best qualified firm for
architectural and engineering services, and to negotiate a fair and reasonable fee with
that firm.
An RFP which outlined the consultant's scope of work and criteria required for this
project was advertised January 29, 2015 in the Orange County Register.
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Furthermore, an email notification was sent to all engineering consultants registered in
the categories of Architecture & Engineering, Design, Engineering, Planning,
Professional Services and Consultants — Other, Engineering — Civil, Engineering —
General, and Engineering — Mechanical, in the Sanitation District's vendor database.
As a result, three proposals were received on March 12, 2015. A Staff Evaluation
Committee consisting of five representatives from the Sanitation District's Operations,
Compliance, Project Management, and Engineering Planning divisions reviewed and
ranked each of the proposals in accordance with the evaluation process set forth in the
Sanitation District's Ordinance No. OCSD-44, Section 3.02. Two representatives from
the Contracts Administration Division participated in the evaluation process as non-
voting members. The proposals were evaluated according to the following three
criteria: (1) project understanding and approach; (2) related project experience; and
(3) project team and staff qualifications.
After independently reviewing and scoring the proposals, the members of the Evaluation
Committee met on March 24, 2015, and the three proposals were ranked according to
the score achieved.
No interviews were conducted since a clear top-ranked proposal was established based
on the scores of the reviewers. CH2M-Hill was ranked highest by all five members of
the Evaluation Committee based on the proposer's understanding of the details of the
scope of work, the clear and effective approach that addresses all aspects of the
project's goals, the assembly of very qualified team members, and the team's
experience in similar projects. Based on the results of the ranking, the Evaluation
Committee selected CH2M-Hill as the top-ranked firm as shown in Table 1.
TABLE 1
PROPOSAL EVALUATION RESULTS
Evaluator MWH CH2M-Hill Webster-Carollo
Reviewer A 3 1 2
Reviewer B 3 1 1
Reviewer C 3 1 2
Reviewer D 3 1 2
Reviewer E 3 1 2
Overall Ranking 3 1 2
Proposal Fee N/A $724,208 N/A
Negotiated Fee N/A $790,285 N/A
Review of Fee Proposal and Negotiation:
Each proposal was accompanied by a sealed fee proposal estimate. The fee proposal
estimate of only the highest-ranked firm was opened after the Evaluation Committee
selected the highest ranking firm in accordance with the Sanitation District's Ordinance
No. OCSD-44.
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Staff conducted negotiations with CH2M-Hill to clarify the requirements of the scope of
work and their proposed work effort. CH2M-Hill's cost proposal did not include the
following scope additions that would greatly improve the outcome of the project:
1. Include in the air dispersion modelling representative sub-hourly meteorological
surface observations. Because meteorological conditions are short-lived and are
ever-changing, the odor dispersion predictions would be greatly improved by
applying this additional detail.
2. Include in the cost analysis the power demands to our existing or proposed
electrical systems and provide as part of the analysis a space optimization for the
proposed alternative odor control systems.
3. Add two additional workshops at critical mid-task times in order to inform staff of
progress and to invite timely comments before important decisions are made.
As a result of these negotiations, CH2M-Hill submitted a revised budget.
Based on the above, staff determined the final cost proposal to be fair and reasonable
for the scope of work and recommends awarding the PSA to CH2M-Hill for an amount
not to exceed $790,285.
CEQA
This project is exempt from CEQA pursuant to CEQA Guidelines, Section 15262. A
Notice of Exemption was filed on April 14, 2011.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Line item: FY 2014-15 and FY 2015-16
(section 8, page 96) and the project budget is insufficient for the recommended action.
These funds will be offset by reductions within the CIP budget.
Date of ADDroval Contract Amount Contingency
06/03/15 $790,285 $118,543(15%)
05/07/14 $ 99,500 ( 0%)
09/16/13 $450,000 $ 22,500( 5%)
05/21/13 $282,776 $ 14,139( 5%)
05/21/13 $134,618 $ 6,731 ( 5%)
ATTACHMENT
The following attachment may be viewed online at the OCSD website (www.ocsd.coml with the complete
agenda package.
Professional Services Agreement
TV:sa:gc
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 24' day of June, 2015,
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and CH2M HILL Engineers, Inc. for purposes of this AGREEMENT
hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT
are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Odor
Control Master Plan, Project No. SP-166, to provide professional services for the Odor
Control Master Plan study. The purpose of this study is to define "most detectable" target
odorants at each plant process area at both plants; sample and analyze different foul air
scrubbing technologies and tabulate percent removal efficiencies of"most detectable" odorants
with the technologies tested; determine at which concentrations at their source the final target
concentration of odorants would meet the three levels of nuisance criteria at the fence line,
hence the proposed three alternative odor level service; determine what air scrubbing
technologies and/or strategies can achieve these three alternative levels of service; determine
the cost associated with achieving these three alternative levels of service; and tabulate the
findings associating level of service with the cost to achieve it and the resulting receptor
nuisance impact.; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary professional services; and,
WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of
professional services and has proceeded in accordance with said procedures to select
CONSULTANT to perform this work; and,
WHEREAS, at its regular meeting on June 24, 2015 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee pursuant to SANITATION
DISTRICT Board of Directors' Ordinance No. OCSD-47 to approve this AGREEMENT between
the SANITATION DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result
to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those
project elements outlined in the Scope of Work attached hereto as "Attachment A", and
by this reference made a part of this AGREEMENT.
A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, and completeness and coordination of the work and services furnished
by the CONSULTANT under this AGREEMENT, including the work performed by
its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it
is understood to be conceptual approval only and does not relieve the
CONSULTANT of responsibility for complying with all applicable laws, regulations,
codes, industry standards and liability for damages caused by errors, omissions,
noncompliance with industry standards, and/or negligence on the part of the
CONSULTANT or its Subconsultants.
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B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed to the highest industry
standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all comments, suggestions, and recommendations from the SANITATION
DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be
incorporated into the work prior to the next review deadline or addressed, in writing,
as to why the comment(s) has/have not been incorporated. Notwithstanding any
provision herein to the contrary, CONSULTANT shall exercise the same degree of
care, skill, and diligence in the performance of the services as is ordinarily
possessed and exercised by a professional under similar circumstances.
C. In the event that CONSULTANT's services and/or work product(s) is not to the
satisfaction of the SANITATION DISTRICT and/or does not conform to the
requirements of this AGREEMENT or the applicable industry standards, the
CONSULTANT shall, without additional compensation, promptly correct or revise
any errors or deficiencies in its work product(s)within the timeframe specified by the
Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all
costs, expenses and damages associated with any such corrections or revisions.
D. Any CAD drawings, figures, and other work produced by CONSULTANT and
Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of
CAD work from any other non-standard CAD format to the SANITATION
DISTRICT format shall not be acceptable in lieu of this requirement.
Electronic files shall conform to the SANITATION DISTRICT specifications. Any
changes to these specifications by the CONSULTANT are subject to review and
require advance written approval of the SANITATION DISTRICT.
Electronic files shall be subject to an acceptance period of 30 calendar days during
which the SANITATION DISTRICT shall perform appropriate reviews and including
CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors
detected and reported within the acceptance period at no additional cost to the
SANTITATION DISTRICT.
E. All professional services performed by the CONSULTANT, including, but not
limited to, all drafts, data, correspondence, proposals, and reports compiled or
composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole
use of the SANITATION DISTRICT, its agents and employees. Neither the
documents nor their contents shall be released to any third party without the prior
written consent of the SANITATION DISTRICT. This provision does not apply to
information that(a)was publicly known, or otherwise known to the CONSULTANT,
at the time that it was disclosed to the CONSULTANT by the SANITATION
DISTRICT, or(b)subsequently becomes publicly known to the CONSULTANT
other than through disclosure by the SANITATION DISTRICT.
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for services in accordance with the
following provisions:
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A. Total Compensation
Total compensation shall be in an amount not to exceed Seven Hundred Ninety
Thousand, Two Hundred Eighty-Five Dollars ($790,285). Total compensation to
CONSULTANT including burdened labor (salaries plus benefits), overhead,
profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum
set forth in Attachment"E" - Fee Proposal.
B. Labor
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the
burdened salaries (salaries plus benefits)actually paid by CONSULTANT
charged on an hourly-rate basis to this project and paid to the personnel of
CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT
shall provide the SANITATION DISTRICT with certified payroll records of all
employees' work that is charged to this project.
C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants
for overhead at the rate equal to the percentage of burdened labor as specified in
Attachment"E"- Fee Proposal.
D. Profit
Profit for CONSULTANT and Subconsultants shall be a percentage of consulting
services fees (Burdened Labor and Overhead). When the consulting or
subconsulting services amount is $250,000 or less, the maximum Profit shall be
10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by
a straight declining percentage between 10% and 5%. For consulting or
subconsulting services fees with a value greater than $2,500,000, the maximum
Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this project according to
Attachment"E"- Fee Proposal.
E. Subconsultants
For any Subconsultant whose fees for services are greater than or equal to
$100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to
Subconsultant total compensation in accordance with the Subconsultant amount
specified in Attachment"E"- Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Subconsultant total compensation on an hourly-rate
basis per Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as
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specified in the Scope of Work. The SANITATION DISTRICT shall pay to
CONSULTANT the actual costs of Subconsultant fees and charges in an amount
not to exceed the sum set forth in Attachment"E"- Fee Proposal.
F. Direct Costs
The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants
the actual costs of permits and associated fees, travel and licenses for an
amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The
SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION
DISTRICT receipts and other documentary records to support CONSULTANT's
request for reimbursement of these amounts, see Attachment"D"-Allowable
Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 2 -COMPENSATION above.
G. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable
travel and business expenses as described in this section and further described in
Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of
the above mentioned expenses will be based on an "accountable plan' as
considered by Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem" component approved by
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
DISTRICT can be found on the U.S. General Service Administration website at
http://www.gsa.gov/portal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical
means or management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem" as deemed the most
practical.
CONSULTANT shall be responsible for returning to the SANITATION DISTRICT
any excess reimbursements after the reimbursement has been paid by the
SANITATION DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in
advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San
Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile
mileage is reimbursable if CONSULTANT is required to utilize personal vehicle
for local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed
at the discretion of the SANITATION DISTRICT based on reasonableness of
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meeting schedules and the amount of time required for travel by the
CONSULTANT. Such determination will be made on a case-by-case basis and at
the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel
meals reimbursements. Per diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment"D"-Allowable Direct Costs of this Agreement.
H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of
the not-to-exceed amount of the Agreement, including approved additional
compensation, CONSULTANT shall notify the SANITATION DISTRICT
immediately, and in writing. This written notice shall indicate the additional
amount necessary to complete the services. Any cost incurred in excess of the
approved not-to-exceed amount, without the express written consent of the
SANITATION DISTRICT's authorized representative shall be at CONSULTANT's
own risk. This written notice shall be provided separately from, and in addition to
any notification requirements contained in the CONSULTANT's invoice and
monthly progress report. Failure to notify the SANITATION DISTRICT that the
services cannot be completed within the authorized not-to-exceed amount is a
material breach of this Agreement.
3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the Total Compensation,
provided that the Total Compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period, in a format acceptable to the
SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of
these costs and provide all support documentation required by the SANITATION
DISTRICT. CONSULTANT understands that submitted costs are subject to
Section 11 Audit Provisions.
B. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than
the second Wednesday of the following month and in the format required by the
SANITATION DISTRICT. The format must include, as a minimum: 1) current
billing period invoicing, 2) current billing period "total percent invoiced to date", 3)
future activities, 4) previous billing period "total invoiced to date", 5) potential items
that are not included in the Scope of Work, 6) concerns and possible delays, 7)
percentage of completion to date, and 8) budget status and amount remaining.
Such requests shall be accompanied by such supporting data as may be required
by the SANITATION DISTRICT.
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Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent(100%)of the invoiced amount.
If the SANITATION DISTRICT determines that the work under this AGREEMENT
or any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
i. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION
DISTRICT; or
ii. The percentage of the work accomplished for each project element,
The SANITATION DISTRICT may, at the discretion of the Director of Engineering,
retain an amount equal to that which insures that the total amount paid to that date
does not exceed the percentage of the completed work for the Project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of
this Agreement for the profit as set forth in Section 2 -COMPENSATION above.
Said profit payment request shall be proportionate to the work actually
accomplished to date on a per-project-element basis. In the event the
SANITATION DISTRICT's Director of Engineering determines that no satisfactory
progress has been made since the prior payment, or in the event of a delay in the
work progress for any reason, the SANITATION DISTRICT shall have the right to
withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this AGREEMENT, and upon acceptance of such work by the
SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any
money due for such work based on the monthly statements, including any
retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this AGREEMENT for such work, or prior settlement upon
termination of this AGREEMENT, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this AGREEMENT other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
F. Pursuant to the California False Claims Act (Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this AGREEMENT
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim
when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be
presented to an officer or employee of the SANITATION DISTRICT a false claim or
request for payment or approval; (b) knowingly makes, uses, or causes to be made
or used a false record or statement to get a false claim paid or approved by the
SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by
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getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly
makes, uses, or causes to be made or used a false record or statement to conceal,
avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a
beneficiary of an inadvertent submission of a false claim to the SANITATION
DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT
within a reasonable time after discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to
such employees.
6. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. Ownership of Documents for the Professional Services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to,
studies, sketches, drawings, computer printouts, disk files, and electronic copies
prepared in connection with or related to the Scope of Work or Professional
Services, shall be the property of the SANITATION DISTRICT. The SANITATION
DISTRICT's ownership of these documents includes use of, reproduction or
reuse of and all incidental rights, whether or not the work for which they were
prepared has been performed. The SANITATION DISTRICT ownership
entitlement arises upon payment or any partial payment for work performed and
includes ownership of any and all work product completed prior to that payment.
This Section shall apply whether the CONSULTANT's Professional Services are
terminated: a) by the completion of the AGREEMENT, or b) in accordance with
other provisions of this AGREEMENT. Notwithstanding any other provision of this
paragraph or AGREEMENT, the CONSULTANT shall have the right to make
copies of all such plans, studies, sketches, drawings, computer printouts and disk
files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or
uses are not authorized or approved by CONSULTANT, provided that the service
rendered by CONSULTANT was not a proximate cause of the damage.
7. INSURANCE
A. General
I. Insurance shall be issued and underwritten by insurance companies
acceptable to the SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial
Rating of at least Class Vill, or better, in accordance with the most current
A.M. Best's Guide Rating. However, the SANITATION DISTRICT will
accept State Compensation Insurance Fund, for the required policy of
Worker's Compensation Insurance subject to the SANITATION
DISTRICT's option to require a change in insurer in the event the State
Fund financial rating is decreased below"B". Further, the SANITATION
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DISTRICT will require CONSULTANT to substitute any insurer whose
rating drops below the levels herein specified. Said substitution shall
occur within twenty (20)days of written notice to CONSULTANT, by the
SANITATION DISTRICT or its agent.
III. Coverage shall be in effect prior to the commencement of any work under
this Agreement.
B. General Liability
The CONSULTANT shall maintain during the life of this Agreement, including the
period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One
Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000)
aggregate. Said insurance shall include coverage for the following hazards:
Premises-Operations, blanket contractual liability(for this Agreement), products
liability/completed operations (including any product manufactured or assembled),
broad form property damage, blanket contractual liability, independent contractors
liability, personal and advertising injury, mobile equipment, owners and contractors
protective liability, and cross liability and severability of interest clauses. A
statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement(s). If requested by SANITATION DISTRICT and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On
Hook Liability must be included in the General Liability policy and coverage must
be reflected on the submitted Certificate of Insurance.
C. Umbrella Excess Liability
The minimum limits of general liability and Automotive Liability Insurance
required, as set forth herein, shall be provided for through either a single policy of
primary insurance or a combination of policies of primary and umbrella excess
coverage. Umbrella excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability.
D. AutomotiveNehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
E. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the statutory
limit, including Employer's Liability Insurance with a minimum limit of One Million
Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall
be endorsed to provide for a waiver of subrogation in favor of the SANITATION
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DISTRICT. A statement on an insurance certificate will not be accepted in lieu of
the actual endorsements unless the insurance carrier is State of California Insurance
Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are
referenced on the certificate of insurance. If an exposure to Jones Act liability may
exist, the insurance required herein shall include coverage for Jones Act claims.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)
with limits in accordance with the provisions of this Paragraph. If the policy of
insurance is written on a "claims made" basis, said policy shall be continued in full
force and effect at all times during the term of this Agreement, and for a period of
five (5)years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain
continuing insurance coverage for the prior acts or omissions of CONSULTANT during
the course of performing services under the term of this Agreement. Said coverage
shall be evidenced by either a new policy evidencing no gap in coverage or by
separate extended "tail"coverage with the present or new carrier.
In the event the present policy of insurance is written on an "occurrence" basis, said
policy shall be continued in full force and effect during the term of this Agreement or
until completion of the services provided for in this Agreement, whichever is later.
In the event of termination of said policy during this period, new coverage shall be
obtained for the required period to insure for the prior acts of CONSULTANT during
the course of performing services under the term of this Agreement.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete copies of all required insurance policies, including
endorsements, effecting the coverage required, at any time. If the Sanitation
District does so require that Consultant provide such policies, information which
Consultant believes to be a trade secret may be redacted unless the Sanitation
District states a specific need for that information in connection with the
Agreement. The following are approved forms that must be submitted as proof of
coverage:
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• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the SANITATION
DISTRICT, and the SANITATION DISTRICT may
reject alternatives that provide different or less
coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty(30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Risk Management,
Div. 260, and shall be received by the SANITATION DISTRICT not less than
thirty (30)days prior to the effective date of the change(s) if the change would
reduce coverage or increase deductibles or SIR amounts or otherwise reduce or
limit the scope of insurance coverage provided to the SANITATION DISTRICT.
I. Primary Insurance
Liability policies in paragraphs B, C and D shall contain a Primary and Non
Contributory Clause. Any other insurance maintained by the SANITATION
DISTRICT shall be excess and not contributing with the insurance provided by
CONSULTANT.
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J. Separation of Insured
Liability policies in paragraphs B, C and D shall contain a "Separation of
Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to
persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
M. Defense Costs
Liability policies in paragraphs B, C and D shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not
deplete any policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT.
8. SCOPE CHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, as
requested by the SANITATION DISTRICT, the Parties hereto shall execute an
Amendment to this AGREEMENT setting forth with particularity all terms of the new
AGREEMENT, including, but not limited to any additional CONSULTANT's fees.
9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's
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project team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's Project team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT
and each Subconsultant, broken down as indicated in Section 2- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project
team members without prior written approval by the SANITATION DISTRICT.
10. ENGINEERING REGISTRATION
The CONSULTANTs personnel and Subconsultants are comprised of registered
engineers and a staff of specialists and draftsmen in each department. The firm itself is
not a registered engineer but represents and agrees that wherever, in the performance
of this AGREEMENT, the services of a registered engineer is required, such services
hereunder will be performed under the direct supervision of registered engineers who
are registered in California.
11. AUDIT PROVISIONS
A. SANITATION DISTRICT retains the reasonable right to access, review, examine,
and audit, any and all books, records, documents and any other evidence of
procedures and practices that the SANITATION DISTRICT determines are
necessary to discover and verify that the CONSULTANT is in compliance with all
requirements under this AGREEMENT. The CONSULTANT shall include the
SANITATION DISTRICT's right as described above, in any and all of their
subcontracts, and shall ensure that these rights are binding upon all Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's books,
records, documents and any other evidence of procedures and practices that the
SANITATION DISTRICT determines are necessary to discover and verify all
direct and indirect costs, of whatever nature, which are claimed to have been
incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance
with all requirements under this AGREEMENT during the term of this
AGREEMENT and for a period of three (3)years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and the SANITATION DISTRICT's
policy. The CONSULTANT shall make available to the SANITATION DISTRICT
for review and audit, all project related accounting records and documents, and
any other financial data within 15 days after receipt of notice from the SANITATION
DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall
submit exact duplicates of originals of all requested records to the SANITATION
DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist SANITATION
DISTRICT's auditor in obtaining all Project related accounting records and
documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of the SANITATION DISTRICT.
CONSULTANT'S staff performing services under the AGREEMENT shall at all times be
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employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to
its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for
hiring, review, and termination of its staff and shall be accountable for all reports and
obligations respecting them, such as social security, income tax withholding,
unemployment compensation, workers' compensation and similar matters.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Chewning, Contracts Administrator
Copy: Ted Vitko, Project Manager
CONSULTANT:
CH2M HILL Engineers, Inc.
ATTN: Zeynep Erdal
6 Hutton Center Drive, Suite 700
Santa Ana, CA 92707
All communication regarding the Scope of Work, will be addressed to the Project Manager.
Direction from other SANITATION DISTRICT staff must be approved in writing by the
SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT.
14. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this AGREEMENT, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT at the address
listed in Paragraph 13.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, electronic materials, computation and study materials in
its files pertaining to the work described in this AGREEMENT, which is requested in
writing by the SANITATION DISTRICT.
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16. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays employees
not less than the minimum wage as defined by law, and that it does not discriminate in
its employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
17. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual
executing this document by and on behalf of each Party is a person duly authorized to
execute this AGREEMENT for that Party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar
organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
20. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its
services, the SANITATION DISTRICT informs CONSULTANT that any part of the
services fails to meet those standards, CONSULTANT shall, within the time prescribed
by the SANITATION DISTRICT, take all such actions as are necessary to correct or
complete the noted deficiency(ies).
21. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT's sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes
of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and
expenses (including, without limitation, attorneys' fees, disbursements and court costs,
and all other professional, expert or CONSULTANT's fees and costs and the
SANITATION DISTRICT's general and administrative expenses; individually, a "Claim";
collectively, "Claims")which may arise from or are in any manner related, directly or
indirectly, to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this Agreement to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals,
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officers, agents, employees, CONSULTANT's suppliers, CONSULTANT,
Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of
them, regardless of any contributing negligence or strict liability of an Indemnified Party.
Notwithstanding the foregoing, nothing herein shall be construed to require
CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from:
(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this Agreement. Under no circumstances
shall the insurance requirements and limits set forth in this Agreement be construed to
limit CONSULTANT's indemnification obligation or other liability hereunder. The terms
of this Agreement are contractual and the result of negotiation between the parties
hereto. Accordingly, any rule of construction of contracts (including, without limitation,
California Civil Code Section 1654)that ambiguities are to be construed against the
drafting party, shall not be employed in the interpretation of this Agreement
22. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending
the Indemnified Parties against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the expiration or
earlier termination of this AGREEMENT until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
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23. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the Safety Manual, as applicable, all of which may be amended
from time to time.
24. CLOSEOUT
When the SANITATION DISTRICT determines that all Work authorized under the
AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further
work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in
accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give
the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT
shall submit all outstanding billings, work submittals, deliverables, reports or similarly
related documents as required under the AGREEMENT within thirty(30) days of receipt
of notice of AGREEMENT closeout.
Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall
commence a closeout audit of the AGREEMENT and will either:
I. Give the CONSULTANT a final AGREEMENT Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must
be furnished, completed, or corrected at the CONSULTANT'S cost.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the AGREEMENT Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be
relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its
obligations to complete any portions of the work, the non-completion of which were not
disclosed to the SANITATION DISTRICT(regardless of whether such nondisclosures
were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated
under all those provisions of the AGREEMENT which expressly or by their nature extend
beyond and survive final AGREEMENT Acceptance.
Any failure by the SANITATION DISTRICT to reject the work or to reject the
CONSULTANT's request for final Agreement Acceptance as set forth above shall not be
deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose
nor imply acceptance of, or agreement with, the CONSULTANT's request for final
Agreement Acceptance.
25. COMPLIANCE WITH SANITATION DISTRICE POLICIES AN PROCECURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the Safety Manual, as applicable, all of which may be amended
from time to time.
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26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT
as of the day and year first above written.
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Clerk of the Board Date
CH2M HILL Engineers, Inc.
By
Date
By
Date
ORANGE COUNTY SANITATION DISTRICT
By
Marc Dubois Date
Contracts/Purchasing Manager
Attachments: Attachment"A" — Scope of Work
Attachment"B" — Labor Hour Matrix
Attachment"C" — NOT USED
Attachment"D" — Allowable Direct Costs
Attachment"E" — Fee Proposal Form
Attachment"F" — NOT USED
Attachment"G" — Cost Matrix
Attachment"H" — NOT USED
Attachment"I" — NOT USED
Attachment"J" — Minor Subconsultant Hourly Rate Schedule
Attachment X' — OCSD Safety Standards
MC:ms
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ITEM NO. 7
MINUTES OF THE
ADMINISTRATION COMMITTEE
Orange County Sanitation District
Wednesday, June 10, 2015, at 5:30 P.M.
A regular meeting of the Administration Committee of the Orange County Sanitation
District was called to order by Committee Chair Withers on June 10, 2015, at 5:30 p.m.,
in the Administration Building of the Orange County Sanitation District.
Director Choi led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Withers, Chair Bob Ghirelli, Assistant General Manager
Keith Curry, Vice-Chair Lorenzo Tyner, Director of Finance
Steven Choi Rob Thompson, Director of Engineering
Tyler Diep Ed Torres, Director of Operations &
James Ferryman Maintenance
Peter Kim Kelly Lore, Clerk of the Board
Greg Mills Jeff Armstrong
Glenn Parker Rich Castillon
Erik Peterson (Alternate) Ron Coss
Sal Tinajero Norbert Gaia
Tom Beamish, Board Chair Rob Gamber
John Nielsen, Board Vice-Chair Al Garcia
Lori Klinger
COMMITTEE MEMBERS ABSENT: Canh Nguyen
Teresa Smith Carrie Robles
Richard Spencer
OTHERS PRESENT:
Brad Hogin, General Counsel
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Committee Chair Withers did not provide a report.
0&10/2015 Administration Committee Minutes Page 1 of 5
REPORT OF GENERAL MANAGER:
Assistant General Manager, Bob Ghirelli did not provide a report.
REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES:
Director of Finance and Administrative Services, Lorenzo Tyner did not provide a report.
CONSENT CALENDAR:
1. MOVED, SECONDED and DULY CARRIED TO: Approve Minutes of the
May 13, 2015, Administration Committee Meeting.
AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker,
Peterson (Alternate), Tinajero and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen and T. Smith
2. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors:
Authorize purchases of software licensing and maintenance agreements for IBM
Maximo and WebSphere using GSA Advantage contract # GS-35F-0265X
through the expiration date, May 2, 2016 for a total amount not to exceed
$200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative
Purchases.
AYES: Beamish, Choi, Diep, Ferryman, Kim, Mills, Parker, Peterson
(Alternate), Tinajero and Withers
NOES: None
ABSTENTIONS: Curry (recused)
ABSENT: Nielsen and T. Smith
05/10/2015 Administration Committee Minutes Page 2 of 5
3. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors:
Authorize purchases of information technology computer and peripheral
equipment using the Admin Minnesota Materials Management Division contract
release #C-1084(5) through the contract expiration date, December 15, 2015 for
a total amount not to exceed $250,000, in accordance with Ordinance OCSD-47,
Section 2.03(B) Cooperative Purchases.
AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker,
Peterson (Alternate), Tinajero and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen and T. Smith
4. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors:
Authorize purchases of information technology computer and peripheral
equipment using the HP WSCA/NASPO contract # B27164 with Nth Generation
Computing Inc. through the contract expiration date, September 30, 2015 for a
total amount not to exceed $200,000, in accordance with Ordinance OCSD-47,
Section 2.03(B) Cooperative Purchases.
AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker,
Peterson (Alternate), Tinajero and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen and T. Smith
5. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors:
Adopt Resolution No. OCSD 15-13, entitled, "A Resolution of the Board of
Directors of Orange County Sanitation District Establishing Use Charges for the
2015-16 Fiscal Year Pursuant to the Wastewater Treatment and Disposal
Agreement with the Santa Ana Watershed Project Authority ("SAWPA")".
AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker,
Peterson (Alternate), Tinajero and Withers
05/10/2015 Administration Committee Minutes Page 3 of 5
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen and T. Smith
6. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors:
Adopt Resolution No. OCSD 15-14 entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District Establishing the Annual
Appropriations Limit for Fiscal Year 2015-16 for the District in accordance with
the Provisions of Division 9 of Title 1 of the California Government Code."
AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker,
Peterson (Alternate), Tinajero and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen and T. Smith
7. MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors:
Approve the FY 2015-16 "not-to-exceed" quotes for the following insurance
vendors:
A. Employee Benefit Specialists (medical, dental, and vision plans; Employee
Assistance Program)— Not to Exceed $11,305,763
B. Prudential (basic life, long-term disability, short-term disability) — Not to
Exceed $494,290
C. The Standard (EMT & Manager disability)— Not to Exceed $30,000
AYES: Beamish, Choi, Curry, Diep, Ferryman, Kim, Mills, Parker,
Peterson (Alternate), Tinajero and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen and T. Smith
0&10/2015 Administration Committee Minutes Page 4 of 5
NON-CONSENT:
None.
Vice Chair Nielsen arrived at 5:34 p.m.
INFORMATION ITEMS:
8. Environmental Laboratory & Ocean Monitoring
Director of Operations and Maintenance Ed Torres introduced Environmental
Lab & Ocean Monitoring Manager, Ron Coss; Environmental Supervisor, Jeff
Armstrong; Sr. Environmental Specialist, Rob Gamber and Laboratory
Supervisor Canh Nguyen who presented an informative PowerPoint presentation
which included an overview of Division 890, Environmental Monitoring,
Toxicological Monitoring and Compounds of Emerging Concern.
Mr Coss stated that an item will be presented in the near future for approval of a
LCMS Liquid Chromatograph Mass Spectometer and answered a few questions
from the Committee regarding: outsourcing of monitoring; beach monitoring;
chemical levels in the last few months and effects of disinfection cessation.
Director Diep departed the meeting at 5:56 p.m.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
None.
ADJOURNMENT:
Committee Chair Withers declared the meeting adjourned at 6:09 p.m., to the next
regularly scheduled meeting of July 8, 2015 at 5:30 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
0&10/2015 Administration Committee Minutes Page 5 of 5
ADMINISTRATION COMMITTEE Meeting Dare TOBd.Of Dir.
06/10/15 06/24/15
AGENDA REPORT ItemNumber Item Number
z B
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director, Finance and Administrative Services
SUBJECT: COOPERATIVE PROCUREMENT WITH GENERAL SERVICE
ADMINISTRATION (GSA)ADVANTAGE THROUGH MAY 2, 2016
GENERAL MANAGER'S RECOMMENDATION
Authorize purchases of software licensing and maintenance agreements for IBM Maximo
and Websphere using GSA Advantage contract# GS-35F-0265X through the expiration
date, May 2, 2016 for a total amount not to exceed $200,000, in accordance with
Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases.
SUMMARY
In order to properly maintain and repair Orange County Sanitation District's (OCSD)
facilities,the Information Technology(IT)division has needs to purchase software support
and maintenance as a service for IBM Maximo and IBM Websphere software. Such
requirements will help maintain our Enterprise Asset Management system (IBM Maximo)
and financial management system (JDE). The renewal and payment for software support
and maintenance is executed on an annual basis.
OCSD's Purchasing Division, in collaboration with the Information Technology division,
administered a bidding process for this purchase (Bid# S-2015-68013D), obtaining
competitive sealed bids from multiple vendors in accordance with Section 2.02 of
Ordinance OCSD-44. The lowest bidder could not fulfil our pricing requirements and
withdrew its bid. As a result, Bid# S-2015-68OBD was cancelled as pricing was not per
section 3.10 of our specification.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
GS-35F-0265X GSA Advantage, Special Item Number 132-34 — includes software
maintenance agreements and software licenses for IBM products. Staff will use this
agreement to purchase the annual maintenance contracts that expire June 30, 2015 as
well as additional licenses identified in the current Maximo implementation phase.
Page 1 of 2
IBM Maximo was implemented in January 2015 and is used in the lifecycle management
of the treatment plants' physical assets. The product provides real-time visibility into
asset performance and enables staff to pro-actively control and optimize asset
performance. This includes improved asset and labor productivity, better optimization of
maintenance resources, improved efficiency in inventory management, and prevent asset
failure. IBM WebSphere is a necessary software component of our JD Edwards, our
financial information system.
CEQA
N/A
BUDGET / PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The items purchased through the process are budgeted in the yearly Joint
Operating Budget.
ATTACHMENT
N/A
Page 2 of 2
ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Or Dir.
06/10/15 O6/24/15
AGENDA REPORT Item Item Number
3 9
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director, Finance and Administrative Services
SUBJECT: COOPERATIVE PROCUREMENT WITH ADMIN MINNESOTA
MATERIALS MANAGEMENT DIVISION
GENERAL MANAGER'S RECOMMENDATION
Authorize purchases of information technology computer and peripheral equipment using
the Admin Minnesota Materials Management Division contract release #C-1084(5)
through the contract expiration date, December 15, 2015 for a total amount not to exceed
$250,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative
Purchases.
SUMMARY
In order to properly maintain and repair Orange County Sanitation District's (OCSD)
facilities the Information Technology division has needs to purchase computers and
peripheral parts and supplies. Such item requirements have been forecasted based upon
projected obsolete equipment, historical product failure rates, and new items to address
general capacity, redundancy, or security. Since technology changes so frequently, it is
not appropriate to stock these items in OCSD's warehouses.
OCSD wishes to select the Admin Minnesota Materials Management Division contract
release#C-1084(5)as established by The Office of Enterprise Technology (OET)and the
Department of Administration, State of Minnesota to standardize specifications for
computer desktops, notebooks, tablets, and peripherals.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
OCSD is using the Microsoft Surface Pro as our standard desktop/notebook replacement.
These devices are being used extensively by field staff to connect to our network while
away from one's desk. The State of Minnesota has established standard specifications
for computer desktops, notebooks, tablets, and monitors. Each State standard
specification has a list of upgrade options that allows agencies to customize
Page 1 of 2
configurations for their needs. The Office of Enterprise Technology (OET) and the
Department of Administration have approved the implementation of these standards as a
mandatory requirement for state agencies. OCSD staff has verified that pricing has been
checked for competitiveness based upon volume pricing through this cooperative.
CEQA
N/A
BUDGET / PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The items purchased through the process are budgeted in the yearly Joint
Operating Budget.
ATTACHMENT
N/A
Page 2 of 2
ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Or Dir.
06/10/15 O6/24/15
AGENDA REPORT Item Item Number
4 10
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director, Finance and Administrative Services
SUBJECT: COOPERATIVE PROCUREMENT WITH NTH GENERATION
COMPUTING, INC.
GENERAL MANAGER'S RECOMMENDATION
Authorize purchases of information technology computer and peripheral equipment using
the HP WSCA/NASPO contract # B27164 with Nth Generation Computing Inc. through
the contract expiration date, September 30, 2015 for a total amount not to exceed
$200,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative
Purchases.
SUMMARY
In order to properly maintain and repair Orange County Sanitation District's (OCSD)
facilities the Information Technology division has needs to purchase computers and
peripheral parts and supplies. Such item requirements have been forecasted based upon
projected obsolete equipment, historical product failure rates, and new items to address
general capacity, redundancy, or security. Since technology changes so frequently, it is
not appropriate to stock these items in OCSD's warehouses.
OCSD desires to select the Western States Contracting Alliance (WSCA)/ National
Association of State Procurement Officials (NASPO) contract#1327164 as established by
HP as the lead agency, as the primary providers of computer and peripheral equipment
based on contract pricing, breadth of product offerings, availability and the ease of using
online ordering systems.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Nth generation is a participating and approved subcontractor of HP under WSCA/NASPO
contract# B27164.
Page 1 of 2
NASPO, The National Association of State Procurement Officials, is a non-profit
association dedicated to strengthening the procurement community through education,
research, and communication. It is made up of the directors of the central purchasing
offices in each of the 50 states, the District of Columbia, and the territories of the United
States. NASPO is an organization through which the member purchasing officials provide
leadership in professional public purchasing, improve the quality of purchasing and
procurement, exchange information, and cooperate to attain greater efficiency and
economy.
In 1993, the 15 states from NASPO's western region came together to establish a means
by which states mayjoin together in cooperative multi-state contracting in order to achieve
cost-effective and efficient acquisition of quality products and services. This group is
better known as WSCA, the Western States Contracting Alliance. States included in this
group are Alaska, Arizona, California, Colorado, Hawaii, Idaho, Minnesota, Montana,
Nevada, New Mexico, Oregon, South Dakota, Utah, Washington, and Wyoming. WSCA
is a national leader in facilitating cooperative purchasing that benefits the states, cities,
counties, public schools, and institutions of higher education. These contracting initiatives
are administered by a western region state and follow a review process managed by the
state directors from the western region.
As a result of the great success in the western region, NASPO leaders initiated the
NASPO Cooperative Purchasing Committee in 2002 to assist member states both in and
outside of the western region in establishing cooperative multi-state contracts. Similar to
the original WSCA model, NASPO assists member states in all regions in establishing
cooperative multi-state contracts.
All authorized governmental entities are welcome to use NASPO ValuePoint (formerly
WSCA-NASPO) approved agreements.
CEQA
N/A
BUDGET/ PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The items purchased through the process are budgeted in the yearly Joint
Operating Budget.
ATTACHMENT
N/A
Page 2 of 2
ADMINISTRATION COMMITTEE Meeting Dare TOBd.Of Dir.
06/10/15 06/24/15
AGENDA REPORT Item Number Item Number
s 11
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: SAWPA RESOLUTION FY 2015-16
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 15-13, entitled, "A Resolution of the Board of Directors of
Orange County Sanitation District Establishing Use Charges for the 2015-16 Fiscal Year
Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana
Watershed Project Authority ("SAWPA")".
SUMMARY
Currently, OCSD invoices Santa Ana Watershed Project Authority on a quarterly basis for
the wastewater discharge we receive from the SARI line. Annually, the rates for flow,
biochemical oxygen demand (BOD), and total suspended solids (TSS) are calculated
based upon the fiscal year budget for treatment and disposal costs and the 1996
Wastewater Treatment and Disposal agreement. The rates calculated for each constituent
for FY 2015-16 for wastewater discharge are:
FLOW $178.94
BOD $284.12
TSS $396.19
The FY 2015-16 rates are a 2.08 percent decrease from the FY 2014-15 rates due to a
2.08 percent decrease in the treatment and disposal costs in the proposed FY 2015-16
Budget. These rates are separate from the rates charged for additional capacity purchases
by SAWPA.
PRIOR COMMITTEE/BOARD ACTIONS
June 2014 - Adopted Resolution No OCSD 14-06 Establishing Use Charges for the FY
2014-15 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa
Ana Watershed Project Authority.
June 2013 - Adopted Resolution No OCSD 13-11 Establishing Use Charges for the FY
2013-14 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa
Ana Watershed Project Authority.
June 2012 - Adopted Resolution No OCSD 12-08 Establishing Use Charges for the FY
2012-13 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa
Ana Watershed Project Authority.
Page 1 of 2
June 2011 - Adopted Resolution No OCSD 11-08 Establishing Use Charges for the FY
2011-12 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa
Ana Watershed Project Authority.
June 2010 - Adopted Resolution No OCSD 10-09 Establishing Use Charges for the FY
2010-11 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa
Ana Watershed Project Authority.
June 2009 - Adopted Resolution No OCSD 09-08 Establishing Use Charges for the FY
2009-10 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa
Ana Watershed Project Authority.
June 2008 - Adopted Resolution No OCSD 08-09 Establishing Use Charges for the FY
2008-09 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa
Ana Watershed Project Authority.
June 2007 - Adopted Resolution No OCSD 07-15 Establishing Use Charges for the FY
2007-08 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa
Ana Watershed Project Authority.
ADDITIONAL INFORMATION
None.
CEQA
N/A
BUDGET i PURCHASING ORDINANCE COMPLIANCE
N/A
ATTACHMENT
The following attachment is included in hard copy and may be viewed online at the OCSD website
(www.ocsd.corn with the complete agenda package.
• Resolution No. OCSD 15-13
Page 2 of 2
RESOLUTION NO. OCSD 15-13
A RESOLUTION OF THE BOARD OF DIRECTORS OF
ORANGE COUNTY SANITATION DISTRICT
ESTABLISHING USE CHARGES FOR THE 2015-16
FISCAL YEAR PURSUANT TO THE WASTEWATER
TREATMENT AND DISPOSAL AGREEMENT WITH
THE SANTA ANA WATERSHED PROJECT
AUTHORITY ("SAW PA")
WHEREAS, the Board of Directors has approved the Wastewater Treatment and
Disposal Agreement with the SANTA ANA WATERSHED PROJECT AUTHORITY
("SAWPA'); and,
WHEREAS, said agreement provides for payment of Disposal Costs for the
measured and sampled flow of Wastewater discharged from SAWPA's SARI Service
Area to Districts' facilities; and,
WHEREAS, said agreement provides for adjustment of said Disposal Costs on an
annual basis.
NOW, THEREFORE, The Board of Directors of the Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER:
Section 1. That pursuant to Section C4 of the Wastewater Treatment and
Disposal Agreement, the 2015-16 fiscal year charges for Disposal Costs are hereby
established as follows:
For Flow: $ 178.94 per million gallons of flow
For Biochemical Oxygen Demand: $ 284.12 per thousand pounds
For Total Suspended Solids: $ 396.19 per thousand pounds
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
June 24, 2015.
Tom Beamish
Chair
ATTEST:
Kelly A. Lore
Clerk of the Board
OCSD 15-13-1
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 15-13 was passed
and adopted at a regular meeting of said Board on the 2411 day of June 2015, by the
following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of Orange County Sanitation District this 24'^ day of June, 2015.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 15-13-2
ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Or Dir.
06/10/15 O6/24/15
AGENDA REPORT Item Item Number
6 12
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2015-16
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 15-14 entitled, "A Resolution of the Board of Directors of the
Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal
Year 2015-16 for the District in accordance with the Provisions of Division 9 of Title 1 of
the California Government Code."
SUMMARY
This routine annual action adopts a resolution establishing the spending limit for
"proceeds of taxes" in accordance with Article XIII B of the Constitution of the State of
California (Section 7910 of the Government Code). The Sanitation District's annual
appropriations are well below the limit.
In 1979, Proposition 4 (the Gann Initiative)was approved adding Article XIII B to the State
Constitution. The provisions of this article place limits on the amount of revenue that can
be appropriated by all entities of government. This initiative was designed to constrain
government expenditures by placing an annual limit on jurisdictions' revenue and
appropriation growth. The Appropriation Limit is based on actual appropriations during
the 1978-1979 fiscal year, as increased each year using specified population and
inflationary growth factors. This annual allowance growth is linked to changes in
population and cost of living. The passage of Proposition 111 in June 1990 amended
Article XIIIB, making changes in the base year upon which the appropriations limit is
based, establishing new cost of living factors and new population factors for use by local
governments, and increasing appropriations not subject to the limit (primarily qualified
capital outlay projects). The financial constraints of Article XIII B apply to the State, all
cities, counties, special districts and all other political subdivisions.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 1 of 2
ADDITIONAL INFORMATION
N/A
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
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.coml with the complete agenda package:
Resolution No. OCSD 15-14
Page 2 of 2
RESOLUTION NO. OCSD 15-14
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT ESTABLISHING
THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR
2015-16 FOR THE DISTRICT IN ACCORDANCE WITH THE
PROVISIONS OF DIVISION 9 OF TITLE 1 OF THE
CALIFORNIA GOVERNMENT CODE
WHEREAS, Article XIII B of the Constitution of the State of California as
proposed by the Initiative Measure approved by the people at the special statewide
election held on November 6, 1979, provides that the total annual appropriations limit of
each local government agency shall not exceed the appropriations limit of such entity for
the prior year, adjusted for changes in the cost of living and population, except as
otherwise specifically provided for in said Article; and,
WHEREAS, the State Legislature added Division 9 (commencing with Section
7900) to Title 1 of the Government Code of the State of California to implement Article
XIII B of the California Constitution; and,
WHEREAS, Section 7910 of the Government Code provides that each year the
governing body of each local jurisdiction shall, by resolution, establish its appropriations
limit for the following fiscal year pursuant to Article XIII B at a regularly-scheduled meeting
or a noticed special meeting and that fifteen (15) days prior to such meeting,
documentation used in the determination of the appropriations limit shall be available to
the public; and,
WHEREAS, Section 7902 (a) of the Government Code sets forth the method for
determining the appropriations limit for each local jurisdiction for the 2015-16 fiscal year;
and,
WHEREAS, the Board of Directors wishes to establish the appropriations limit
for fiscal year 2015-16 for the District.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District DOES HEREBY RESOLVE, DETERMINE AND ORDER:
Section 1: That it is hereby found and determined that the documentation used
in the determination of the appropriations limit for the Orange County Sanitation District,
for fiscal year 2015-16, was available to the public in the Finance Department of said
District at least fifteen (15) days prior to this date.
OCSD 15-14-1
Section 2: That the appropriations limit for fiscal year 2015-16 for the Orange
County Sanitation District, as established in accordance with Section 7902(b) of the
California Government Code is$95,984,000 which sum is within the maximum authorized
spending limitation for fiscal year 2015-16.
Section 3: That the Board of Directors of the Orange County Sanitation District,
has determined that the percent change in California per capita personal income from the
preceding year would be the cost of living factor to be used and the weighted average
population change of the cities within the District would be the population factor to be
used in calculating the Orange County Sanitation District's appropriations limit for the
Fiscal Year 2015-16.
Section 4: The determination of the appropriation limit is based upon the best
and most complete information available at this time. The District reserves the right to
review and re-establish a new and different limit in the event that it subsequently
determines that a modification of the limitation amount is appropriate.
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
June 24, 2015.
Tom Beamish
Chairman of the Board
ATTEST:
Kelly A. Lore
Clerk of the Board
OCSD 15-14-2
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 15-14 was passed and
adopted at a regular meeting of said Board on the 24th day of June 2015, by the
following vote, to wit:
AYES: None.
NOES: None.
ABSTENTIONS: None.
ABSENT: None.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
of Orange County Sanitation District this 24th day of June, 2015.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 15-14-3
ADMINISTRATION COMMITTEE Neeting Date T1.1 of Dir.
O6/10/15 6/24/15
AGENDA REPORT Number Item N Item 3m
7 Nu be
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Richard Spencer, Human Resources Manager
SUBJECT: 2015-16 BENEFITS PROGRAM RENEWAL
GENERAL MANAGER'S RECOMMENDATION
Approve the FY 2015-16 "not-to-exceed" quotes for the following insurance vendors:
A. Employee Benefit Specialists (medical, dental, and vision plans; Employee
Assistance Program)— Not to Exceed $11,305,763
B. Prudential (basic life, long-term disability, short-term disability)— Not to Exceed
$494,290
C. The Standard (EMT & Manager disability)— Not to Exceed $30,000
SUMMARY
The Orange County Sanitation District (OCSD) provides healthcare and welfare
insurance benefits as a provision contained in its Memoranda of Understanding (MOUs)
and personnel policies.
The Human Resources Department and the Orange County Sanitation District's
(OCSD) operational insurance broker (Alliant) began the renewal process in January.
The Board of Directors was provided with a non-consent agenda item regarding OCSD
Medical Insurance Reopener, which included FY 2015-16 program costs in May.
The total cost of insurance coverage will increase by 6.3% or $696,434 for the next
fiscal year (FY 2015-16).
The total cost for FY 2015-16 is $11,830,053, which is proportionally shared as follows:
• OCSD cost: $9,589,807
• Employee cost: $2,240,246
PRIOR COMMITTEE/BOARD ACTIONS
May 2015 — The Board of Directors adopted Resolution No. OCSD 15-11, entitled, "A
Resolution of the Board of Directors of the Orange County Sanitation District Approving
Medical Insurance Changes Identified Through the 2015 Medical Reopener
Negotiations."
Page 1 of 3
ADDITIONAL INFORMATION
Medical Insurance
OCSD's medical benefits are designed to help maintain wellness and protect
employees and their families from major financial hardship in the event of illness or
injury. OCSD offers a choice of medical plans through Anthem Blue Cross and Kaiser
Permanente.
HMO (Health Maintenance Organization) plans offer comprehensive coverage.
Employees have a choice between the Anthem Blue Cross HMO or the Kaiser HMO
plan. PPO (Preferred Provider Organization) plan offers a network of doctors and
healthcare facilities that provide services to plan members at special discounted rates.
The PPO plan is with Anthem Blue Cross.
Dental Insurance
OCSD provides the Delta Dental plan to all benefit eligible employees.
Vision Insurance
OCSD provides vision insurance to all benefit eligible employees through Anthem Blue
View Vision.
Basic Life Insurance
Life insurance provides protection for an employee's beneficiary in the event of death.
All benefit eligible full-time and part-time employees automatically receive Basic Life
and Accidental Death & Dismemberment (AD&D) insurance coverage through
Prudential Insurance Company of America. The benefit amount is $50,000 for
employees.
Long-Term Disability Insurance
Long-Term Disability (LTD) insurance plan protects employees when an illness or injury
makes it impossible for them to work for an extended period of time. Under the plan,
employees who are disabled for more than 90 days are eligible to receive a benefit of
67% of their basic monthly pay. Coverage is offered through Prudential.
Short-Term Disability Insurance
Short-Term Disability (STD) insurance plan protects employees when non-work related
illness or injury makes it impossible for them to work for a short period of time. Under
the plan, income may be continued for 90 days. OCSD pays the entire cost of coverage
for regular full-time and part-time employees. Coverage is offered through Prudential.
Employee Assistance Program
Employee Assistance Program (EAP) plan protects employees and family members
when they need help with personal problems such as marital and relationship problems;
stress, anxiety and depression; grief and loss; or substance abuse. Coverage is offered
through ComPsych.
Page 2 of 3
EMT & Manager Disability
Additional term life insurance and long-term disability insurance plan provides increased
income protection for executives and managers. Under the plan, eligible employees
who are disabled for more than 90 days are eligible to receive a benefit up to 67% of
their basic monthly pay in coordination with the regular LTD benefit. The term life
insurance amount is $100,000 for executives and managers. Coverage is offered
through The Standard.
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
The funds for the renewal of these insurances are derived from the OCSD Operating
Budget and have been included in the FY 2015-16 budget.
JDH:RPG:RS:LK
Page 3 of 3
ITEM NO. 14
MINUTES OF THE
STEERING COMMITTEE
Orange County Sanitation District
Wednesday, May 27, 2015 at 5:00 p.m.
A regular meeting of the Steering Committee of the Orange County Sanitation
District was called to order by Chair Beamish on Wednesday, May 27, 2015 at
5:02 p.m. in the Administration Building of the Orange County Sanitation District.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Tom Beamish, Chair Jim Herberg, General Manager
John Nielsen, Vice-Chair Bob Ghirelli, Assistant General
Greg Sebourn, Operations Committee Manager
Chair Rob Thompson, Director of
John Withers, Administration Engineering
Committee Chair Lorenzo Tyner, Director of Finance &
Keith Curry, Member-At-Large Administrative Services
Steve Jones, Member-At-Large Ed Torres, Director of Operations &
David Shawver, Member-At-Large Maintenance
Nick Arhontes, Director of Facility
COMMITTEE MEMBERS ABSENT: Support Services
None. Kelly A. Lore, Clerk of the Board
Jennifer Cabral
Chad Crow
Al Garcia
OTHERS PRESENT:
Brad Hogin, General Counsel
PUBLIC COMMENTS:
None.
REPORTS:
Chair Beamish updated the Committee on the recent legislative tours for Helene
Ansel from Congressman Lowenthal's office and Maurice Lyles from Senator
Boxer's office. He thanked Director Kiley for participating. He further announced
that Assemblymember Young Kim will tour OCSD tomorrow at 3:30 p.m. Chair
05/27/2015 Steering Committee Minutes Page 1 d 3
Beamish also reported on the OC Science and Engineering Fair winners; facts about
social media and the "Save the Date" for the GWRS Expansion Ceremony being
held on June 261h.
General Manager Herberg introduced Director of Engineering Rob Thompson who
updated the Committee on the completion of Phase One of the Newport Force Main
project. He also announced that OCSD had received a $450,000 WaterSMART
Grant from the US Bureau of Reclamation to help fund the Effluent Reuse Study.
Director of Fleet Services, Nick Arhontes, notified the Committee of an upcoming
Public Meeting on June 17, 2015 6:00 p.m. at Foothill High School. The purpose will
be to inform the public of OC LAFCO's Municipal Service Review study and provide
an overview of the proposals to assume local sewer service in the area submitted by
EOCWD and IRWD. The Clerk of the Board will forward the information to the
Committee.
Director of Finance and Administrative Services, Lorenzo Tyner, provided
information regarding the budget update and the decrease to rate increases that will
be presented to the Board tonight. Questions were raised regarding Proposition 218
noticing requirements which General Counsel Brad Hogin replied were not
applicable to this update.
CONSENT CALENDAR:
1. MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve Minutes of the April 16, 2015 Special Steering Committee
Meeting; and
B. Approve Minutes of the April 22, 2015 Regular Steering Committee
Meeting.
AYES: Beamish; Jones; Sebourn; and Shawver
NOES: None
ABSTENTIONS: Curry (Item 1 B); Nielsen and Withers (Item 1A)
ABSENT: None
NON-CONSENT CALENDAR:
None.
05/27/2015 Steering Committee Minutes Page 2 d 3
INFORMATION ITEMS
None.
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS: 54956.9(d)(1)
The Committee convened in closed session at 5:18 p.m. to discuss one item.
Confidential minutes of the Closed Session have been prepared in accordance with
the above Government Code Sections and are maintained by the Clerk of the Board
in the Official Book of Confidential Minutes of Board and Committee Closed
Meetings.
RECONVENED IN REGULAR SESSION:
The Committee reconvened in regular session at 5:48 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN
CLOSED SESSION
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
None.
ADJOURNMENT:
The Chair declared the meeting adjourned at 5:49 p.m. to the next Steering
Committee meeting to be held on Wednesday, June 24, 2015 at 5:00 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
05/27/2015 Steering Committee Minutes Page 3 d 3
STEERING COMMITTEE Meech Date TOBA.Of Dir.
06/24/15 O6/24/15
AGENDA REPORT Item Number Item Number
z is
Orange County Sanitation District
FROM: James Herberg, General Manager
Originator: Robert Ghirelli, Assistant General Manager
SUBJECT: RESPONSE TO THE 2014-2015 ORANGE COUNTY GRAND JURY'S
REPORT: INCREASING WATER RECYCLING: A WIN-WIN FOR
ORANGE COUNTY"
GENERAL MANAGER'S RECOMMENDATION
A. Agree with Findings F.1, F.2, F.3 and with Recommendation R.1 contained in the
2014-2015 Orange County Grand Jury Report — "Increasing Water Recycling: A
Win-Win for Orange County'; and
B. Authorize the Board Chair to notify the presiding judge in writing of the Board's
agreement and responses.
SUMMARY
The Orange County Grand Jury was assigned to inventory the total amount of sewage
collected and treated in Orange County, determine the ultimate destination/use of the
treated sewage (ocean outfall, recycled water applications, indirect potable reuse,
etc.), and assess the unit treatment costs in dollars per million gallons. The stated
reason for the study as outlined in the report is as follows:
"Given the fact that California is facing a serious, extended drought, the
guaranteed supply of imported water and local groundwater is very vulnerable.
The primary purpose of this study was to compare the cost of recycling more
water with the cost of buying imported water. The Grand Jury needed to
research each wastewater processor to determine the volume of wastewater
that might be available for recycling. Based on the possible availability of more
wastewater to recycle, what plans does Orange County have to do more
recycling of this precious resource rather than discharging it into the ocean?"
The Grand Jury gathered information from interviews, site visits, district
production reports and research. They inventoried the volume of treated
sewage currently discharged from Orange County into the ocean that could be
recycled for beneficial reuse. The amount of treated discharges identified 147
million gallons per day of treated sewage going into the ocean. The results of the
investigation by the Grand Jury were detailed in a report, "Increasing Water
Recycling: A Win-Win for Orange County" which was released to the public on May
1,2015. A copy of the report is attached.
Page 1 of 3
Based on the investigation, the Grand Jury arrived at eight principal findings
(F.1 through F.8), and four recommendations (R.1 through RA). The California Penal
Code section 933 and section 933.05 (a), (b), and (c) requires the governing body of
any public agency which the Grand Jury has reviewed to respond to the Presiding
Judge of the Superior Court on the findings and recommendations. OCSD is required
to respond to Findings F.1, F.2 and F.3 and Recommendation R.3 below:
FA.The Orange County Sanitation District processes an average of 198
million gallons per day of wastewater and sends 121 million gallons per
day of secondary treated wastewater to the ocean.
The Orange County Sanitation District Response: Agree with the findings. The
actual flow volumes vary daily based on water usage in the service area. As a
result of the past economic downturn, conservation efforts, and the prolonged
drought, the Orange County Sanitation District's actual influent flows have been
dropping over the last decade. The average influent flow in 2004 was about 240
million gallons per day.
F.2. The Orange County Water District receives an average of 92 million
gallons per day of treated wastewater from Orange County Sanitation
District and recycles 70 million gallons per day of water treated to potable
water standards that is then returned to the groundwater basin aquifers.
The Orange County Sanitation District Response: Agree with the findings. The
Orange County Sanitation District and Orange County Water District have a long
partnership for water recycling dating back to the 1970s. With the decreasing
influent flow volumes, the Orange County Sanitation District has been actively
diverting flow to its Fountain Valley plant to make as much water as possible
available to the Orange County Water District for recycling. This includes an on-
site pump station and manipulation of diversion structures in our collection
system. These diversion management steps are very important in light of the
generally decreasing influent flows and the expansion of recycling capacity
recently completed by the Orange County Water District.
F.3. From the 92 million gallons per day from Orange County Sanitation
District the Orange County Water District recycles 7 million gallons per day
of water treated to plant irrigation standards.
The Orange County Sanitation District Response: Agree with the findings.
R.1. Orange County Sanitation District should conduct a study of possible
methods of increasing the amount of processed wastewater sent to Orange
County Water District, including timelines and noting any barriers that may
prevent increasing flow, and implement the most cost effective method to
reduce the amount of imported water to Orange County. (F.1.) (F.2.) (F.7.)
Page 2 of 3
The Orange County Sanitation District Response: Agree with the
recommendation. The Orange County Sanitation District Board of Directors
established a strategic plan goal in November 2013 to recycle all of the water we
treat. The primary use envisioned is to support the ultimate build out of the
Groundwater Replenishment System.
The staff of the Orange County Sanitation District and the Orange County Water
District have collaboratively created a scope of work for an engineering study to
investigate the feasibility of recycling all of Orange County Sanitation District's
effluent flows. This study involves some potentially significant replumbing of the
Orange County Sanitation District's infrastructure to segregate less desirable
flows, and to pump effluent from our Huntington Beach Plant to Fountain Valley
for recycling at the Orange County Water District. A fraction of the flows with
high salt content or other constituents not conducive to drinking water reuse will
be studied for other beneficial uses.
The contract for this study has been awarded and work is scheduled to be
complete in June 2016. The Orange County Sanitation District and Orange
County Water District are sharing the cost of the study. In addition, grant funding
of $450,000 from the Bureau of Reclamation's U.S. Water Smart program was
awarded in May 2015.
Staff has confirmed the accuracy of these findings and recommends that the Board
agree with Finding F.1, F.2 and F.3 and recommends that the Board Chair notify the
Presiding Judge of the Superior Court in writing acknowledging this agreement, which
is attached. The drafted letter has been coordinated with the Orange County Water
District.
PRIOR COMMITTEE/BOARD ACTIONS
None
ADDITIONAL INFORMATION
None
CEQA
N/A
ATTACHMENTS
• Grand Jury Report
• Proposed response to Grand Jury Report
Page 3 of 3
Increasing Water Recycling :
A Win-Win for Orange County
40
GRAND JURY 2014-2015
Increasing Water Recycling:A Win-Win for Orange County
TABLE OF CONTENTS
EXECUTIVE SUMMARY ................................................................................................3
BACKGROUND..............................................................................................................3
REASON FOR THE STUDY...........................................................................................4
METHODOLOGY............................................................................................................4
INVESTIGATION AND ANALYSIS.................................................................................5
North & Central Orange County Wastewater Processing...............................6
OC Sanitation District..............................................................................6
OCWater District.....................................................................................6
South OC Wastewater Processing....................................................................7
IrvineRanch Water District................................................................................7
Costs and Measurements..................................................................................7
FINDINGS.......................................................................................................................7
RECOMMENDATIONS...................................................................................................8
REQUIRED RESPONSES..............................................................................................9
COMMENDATIONS...................................................................................................... 10
REFERENCES.............................................................................................................. 10
APPENDIX: GLOSSARY............................................................................................. 11
2014-2015 Orange County Grand Jury Page 2
Increasing Water Recycling:A Win-Win for Orange County
EXECUTIVE SUMMARY
Given the series of droughts in California affecting both the Sierra Nevada water
supply and Orange County's ground water supply, the 2014-2015 Grand Jury
inventoried the volume of treated wastewater currently discharged into the ocean that
could be recycled for beneficial use. Orange County has a long history of working to
recycle treated wastewater; however, the County still discharges 147 million gallons per
day of wastewater into the ocean (Table 1). This precious water has the potential to be
reused or recycled (replacing imported water) for irrigation and in some cases for
drinking water. The majority of the treated water costs less to produce than the cost of
imported water by 43.5% (Table 2).
The Santa Ana River Basin water is a blend of'free" water (treated wastewater
from Riverside and San Bernardino counties, rainfall water, and water runoff)with non-
"free" water (recycled Orange County wastewater and imported water). The Grand Jury
found that the blending of`free" water with expensive imported water and recycled
water resulted in groundwater costing 58% less than imported water (Table 2). The
County has wastewater available to recycle that would be cheaper than buying imported
water during these years of continuing drought conditions.
BACKGROUND
Southern California is a semi-desert region, where the historical average rainfall
is 12.8 inches a year(State of Water, 2013). In 2013, there were 3.6 inches of rainfall in
Southern California. Rainfall in 2014 was only 4.7 inches (State of Water, 2013). If 2015
continues to have a shortage of rainfall, the amount of water retrieved from certain
sources may need to be reduced or alternatives created. Water availability in Orange
County (OC) depends on a diversified water supply portfolio. OC water supply comes
from local and imported sources. Local water sources in OC include a mix of
groundwater and recycled wastewater. The Metropolitan Water District of Orange
County indicates that 45% of OC's water is imported (State of Water, 2013). The
Metropolitan Water District of Southern California (MET) supplies imported water from
the Colorado River and from the northern Sierra Nevada Mountains (State of Water,
2013). Many water distribution and wastewater recycling terms used in this report can
be found in the Appendix.
As a result of the recent and drastic decreases in rainfall, water levels and
availability of these local sources are quickly falling. When rainfall is below average,
local water sources experience different impacts.
Groundwater comes from the local Santa Ana River groundwater basin (the
Basin). This local source is always available, but the amount that can be extracted
without adverse consequences is largely dependent on the annual rainfall received. The
less rainfall, the less groundwater is available for extraction.
Recycled water is a relatively stable source because the amount of available
recycled water remains fairly constant. When there is less rainfall, there is less
groundwater, which causes more of a demand for putting water back into the Basin to
resupply the ground water source. Groundwater recovery is the means by which
2014-2015 Orange County Grand jury Page 3
Increasing Water Recycling:A Win-Win for Orange County
groundwater is kept at an acceptable level. The water storage is adversely affected
because less rainfall results in less water to store. OC water is typically stored
underground in the Santa Ana River Basin or in above ground catch basins, lakes, or
ponds. Water storage is more limited in the southern portions of OC than in the northern
and central regions. The storage is drawn down to critical levels when the rainfall is too
low to replenish it.
Annual snowfall and rainfall also affect the two imported water sources. The
northern Sierra Nevada Mountains provide water to OC from the snow accumulated
during the winter months. The Colorado River Aqueduct System is one of the most
dependable sources but it also has limitations. The Colorado River upstream water
sources are also adversely affected by below- average rainfall. Even though it is less
affected, the reliability of this source could also be reduced if the drought continues for
years to come. Some areas in the southern part of the county depend as much as 95%
on imported water for their potable water needs (State of Water, 2013).
OC is extremely fortunate to have the Basin and the Groundwater Replenishment
System (GRS). The Basin and the GRS make OC less vulnerable to drought compared
to other California communities. The Basin is the most cost effective source of water
because most of the storage, some of the purification, and most of the replenishment
are done by nature with very little human intervention. Again, rainfall does affect how
much water can be pumped out of the Basin without replenishment. The GRS recycles
wastewater and injects it into the Basin using various methods.
Since recycled water is a local source of water, it is the one part of the system
that can be improved and provide economic savings. Recycled water is wastewater that
has been treated to remove solids and impurities. The resulting water can be further
processed and used to create potable water or used for sustainable landscape
irrigation. This irrigation water is called "purple pipe' water.
REASON FOR THE STUDY
Given the fact that California is facing a serious, extended drought, the
guaranteed supply of imported water and local groundwater is very vulnerable. The
primary purpose of this study was to compare the cost of recycling more water with the
cost of buying imported water. The Grand Jury needed to research each wastewater
processor to determine the volume of wastewater that might be available for recycling.
Based on the possible availability of more wastewater to recycle, what plans does
Orange County have to do more recycling of this precious resource rather than
discharging it into the ocean?
METHODOLOGY
The Grand Jury gathered information for this report from interviews, site visits,
district production reports, and research. On-site interviews were conducted at the
Orange County Sanitation District (OCSD), the Orange County Water District (OCWD),
the Irvine Ranch Water District, and the South OC Wastewater Authority. The Grand
Jury conducted telephone interviews with the remaining water districts. Each interview
was with the most senior executive, often followed up with an interview with the person
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Increasing Water Recycling:A Win-Win for Orange County
in charge of production. Production data and information were submitted to the Grand
Jury by fax or email. Imported water rates came from the Municipal Water District of
Orange County (Municipal, 2014).
INVESTIGATION AND ANALYSIS
OC water supply comes from local water sources and imported water sources.
Local water sources in OC include a mix of groundwater and recycled wastewater.
These local sources provide about one-half of OC's water. The other half is imported
and supplied to OC by the Metropolitan Water District of Southern California from the
Colorado River and from the northern Sierra Nevada Mountains. Assuming the drought
continues, OC will have to recycle more wastewater or buy more imported water, which
may be much more expensive if all sources are adversely affected by the drought. An
analysis of all the data shows that recycling more wastewater is less expensive and
more dependable.
The Grand Jury obtained all of the production data from the agencies and
analyzed and determined the amount of wastewater volumes and costs. A summary of
results are provided in the tables below, with details presented in the following
paragraphs.
Table 1: Wastewater Volume
District/Authority WW Volume In W W Volume Out
Total In Ocean Purple Pipe Potable
(mgpd) (%) (mgpd) (mgpd) (mgpd)
El Toro Water District(ETWD) 3.7 1.4% 3.3 0.4
Irvine Ranch Water District(IRWD) 21.9 8.4% 1.7 20.2
Metropolitan Water District of SOCal (MEr) 0 0.0%
Orange County Sanitation District(OCSD) *, ** 198.0 75.6% 121.0
Orange County Water District(OCWD) *** 7 70
City of San Clemente (SC) 4.0 1.5% 3.0 1.0
Santa Margarita Water District(SMWD) 11.0 4.2% 3.2 7.8
South OC Wastewater Authority(SOCWA) 22.7 8.7% 14.7 8
Trabuco Canyon Water District(TCWD) 0.6 0.2% 0.6
TOTAL 261.9 100% 246.9 45.0 70
Notes:
mgpd=millions of gallons per day
"OCSD's Total In (198mgpd)=OCSD Plant 1(96mgpd)+OCSD Plant 2(102mgpd)
"*Oat's Total In(198mgpd)=005D ocean discharge(121mgpd)+OCWD purple pipe (7mgpd)+OCWD potable(70mgpd)
"*OCWD has 92mgpd (15mgpd+7mgpd +70mgpd)that is already accounted for in OCSD's throughput, including
15mgpd returned to OCSD for Ocean discharge
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Table 2: Water Costs ($/mg)
IRWD Purple Pie $1,653 Cost to treat to purple pipe standards
OCSD Ocean Discharge $1,926 Cost to treat for ocean discharge
OCWD Groundwater $1,083 Cost of Santa Ana River Basin water
OCWD Purple Pipe $1,503 Cost to treat to purple pipe standards
OCWD Potable $1,468 Cost to treat to potable standards
SMWD Ocean Discharge $1,103 Cost to treat for ocean discharge
SMWD Purple Pipe $1,488 Cost to treat to purple pipe standards
SOCWA Ocean Discharge $2,655 Cost to treat for ocean discharge
SOCWA Purple Pipe $3,326 Cost to treat to purple pipe standards
MET Wholesale $2,601 Cost of imported water
North & Central Orange County Wastewater Processing
OC Sanitation District
OC Sanitation District (OCSD) receives and processes the wastewater for all of
the cities and unincorporated land in north and central OC, which represents 75.6% of
all of OC's wastewater. Last year it processed an average of 198 million gallons per day
(mgpd) of wastewater. The OCSD's treatment of wastewater results in a water product
that meets federal water safety and state water quality standards for ocean discharge.
OCSD also sends treated wastewater to the OC Water District (OCWD).
OC Water District
OCWD manages the Santa Ana River Basin Aquifer, which supplies groundwater
for most of the cities and unincorporated areas in north and central OC. The Aquifer
water comes from (1) rainfall captured in catch basins along the Santa Ana River, (2)
river water flowing from San Bernardino and Riverside, (3) treated wastewater from
outside of OC, (4) imported water, (5) recycled wastewater, and (6) a small amount of
incidental runoff. OCWD receives 92 mgpd of recycled wastewater from OCSD and
then further treats it for two valuable uses: irrigation (purple pipe water), or potable
water (drinking water). The amount recovered from this processing or recycling is 7
mgpd of purple pipe water, 70 mgpd of potable water for replenishing the basin aquifer,
and 15 mgpd as a byproduct of the treatment process. The majority of this byproduct is
returned to OCSD for ocean discharge. OCWD is currently in the process of increasing
their recycled potable water capacity from 70 mgpd to 100 mgpd. The capital cost of the
project is $142 million. The Grand Jury computed the amount of additional potable
water this project could produce over 30 years and amortized the capital costs over the
same period to find that recycled water would still cost far less than imported water.
2014-2015 Orange County Grand jury Page 6
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South OC Wastewater Processing
South OC wastewater is processed by the El Toro Water District, the City of San
Clemente, the Santa Margarita Water District, the South OC Wastewater Authority, and
the Trabuco Water District. These entities processed an average of 42 mgpd last year,
or 16% of OC's daily wastewater volume. From those 42 mgpd, they produced 17.2
mgpd of purple pipe water and discharged the remainder into the ocean.
Irvine Ranch Water District
The Irvine Ranch Water District (IRWD) processes 21.9 mgpd of wastewater.
From those 21.9 mgpd, it produced 20.2 mgpd of purple pipe water and 1.7 mgpd of
byproduct. IRWD is unique because in addition to using purple pipe water for landscape
irrigation, it also uses it for industrial processes and toilet Flushing via dual plumbing
systems.
Costs and Measurements
The Grand Jury reviewed the various costs of imported water, recycled water,
and groundwater. Since all wastewater must be treated before it can be discharged into
the ocean, that cost is considered fixed and, while it is noted in Table 2, it is not used in
this study. Water agencies and wastewater processors sometimes use different
measuring nomenclature. This study uses one common measurement of million gallons
(mg). Some production reports used Acre-Feet (AF). One AF equals 325,851 gallons.
FINDINGS
In accordance with California Penal Code sections 933 and 933.05, the 2014-
2015 Grand Jury requires (or, as noted, requests) responses from each agency affected
by the findings presented in this section. The responses are submitted to the Presiding
Judge of the Superior Court.
Based on its investigation of Wastewater Processing in Orange County, the
2014-2015 Orange County Grand Jury has arrived at eight principal findings, as follows:
F.1. The Orange County Sanitation District processes an average of 198 million
gallons per day of wastewater and sends 121 million gallons per day of
secondary treated wastewater to the ocean.
F.2. The Orange County Water District receives an average of 92 million gallons per
day of treated wastewater from Orange County Sanitation District and recycles
70 million gallons per day of water treated to potable water standards that is then
returned to the groundwater basin aquifers.
F.3. From the 92 million gallons per day from Orange County Sanitation District the
Orange County Water District recycles 7 million gallons per day of water treated
to plant irrigation standards.
F.4. The Irvine Ranch Water District processes 21.9 million gallons per day of
wastewater and recycles 20.2 million gallons per day for purple pipe use.
2014-2015 Orange County Grand Jury Page 7
Increasing Water Recycling:A Win-Win for Orange County
F.S. The South OC Wastewater Authority (SOCWA) processes 22.7 million gallons
per day of wastewater, treats 8 million gallons per day to purple pipe standards,
and sends 14.7 million gallons per day to the ocean.
F.6. The El Toro Water District, the City of San Clemente, the Santa Margarita Water
District and the Trabuco Canyon Water District process a combined average total
of 19.3 million gallons per day and send to the ocean 9.5 million gallons per day.
The remaining 9.8 million gallons per day are used for landscape irrigation.
F.7. In north and central Orange County, the cost to create potable recycled water is
$1,468 per million gallons or$1,133 less than the current cost per million gallons
of imported water.
F.B. The South OC Wastewater Authority (SOCWA) cost to recycle wastewater
currently exceeds the cost of imported water, however the Grand Jury believes
that the cost of imported water will increase.
RECOMMENDATIONS
In accordance with California Penal Code sections 933 and 933.05, the 2014-
2015 Grand Jury requires (or, as noted, requests) responses from each agency affected
by the recommendations presented in this section. The responses are submitted to the
Presiding Judge of the Superior Court.
Based on its investigation of Wastewater Processing in Orange County, the
2014-2015 Orange County Grand Jury makes the following four recommendations:
R.1. Orange County Sanitation District should conduct a study of possible methods of
increasing the amount of processed wastewater sent to Orange County Water
District, including timelines and noting any barriers that may prevent increasing
Flow, and implement the most cost effective method to reduce the amount of
imported water to Orange County. (F.1.) (F.2.) (F.7.)
R.2. Orange County Water District should conduct a study of possible methods of
increasing the amount of processed wastewater and implement the most cost
effective method to reduce the amount of imported water to Orange County.
(F.2.) (F.3.) (F.7.)
R.3. South Orange County Wastewater Authority should conduct a study of possible
methods of increasing the amount of processed wastewater and implement the
most cost effective method to reduce the amount of imported water to Orange
County. (F. 5.) (F. 8.)
R.4. The El Toro Water District, the City of San Clemente, the Santa Margarita Water
District, and the Trabuco Canyon Water District should conduct a study of
possible methods of increasing the amount of processed wastewater and
implement the most cost effective method to reduce the amount of imported
water to Orange County. (F.6.)
2014-2015 Orange County Grand Jury Page 8
Increasing Water Recycling:A Win-Win for Orange County
REQUIRED RESPONSES
The California Penal Code section 933 requires the governing body of any public
agency which the Grand Jury has reviewed, and about which it has issued a final report,
to comment to the Presiding Judge of the Superior Court on the findings and
recommendations pertaining to matters under the control of the governing body. Such
comment shall be made no later than 90 days after the Grand Jury publishes its report
(filed with the Clerk of the Court). Additionally, in the case of a report containing findings
and recommendations pertaining to a department or agency headed by an elected
County official (e.g. District Attorney, Sheriff, etc.), such elected official shall comment
on the findings and recommendations pertaining to the matters under that elected
official's control within 60 days to the Presiding Judge with an information copy sent to
the Board of Supervisors.
Furthermore, California Penal Code section 933.05 (a), (b), (c), details, as
follows, the manner in which such comment(s) are to be made:
(a) As to each Grand Jury finding, the responding person or entity shall indicate one of
the following:
(1)The respondent agrees with the finding
(2) The respondent disagrees wholly or partially with the finding, in which case
the response shall specify the portion of the finding that is disputed and shall include an
explanation of the reasons therefore.
(b) As to each Grand Jury recommendation, the responding person or entity shall report
one of the following actions:
(1) The recommendation has been implemented, with a summary regarding the
implemented action.
(2) The recommendation has not yet been implemented, but will be implemented
in the future, with a time frame for implementation.
(3) The recommendation requires further analysis, with an explanation and the
scope and parameters of an analysis or study, and a time frame for the matter to be
prepared for discussion by the officer or head of the agency or department being
investigated or reviewed, including the governing body of the public agency when
applicable. This time frame shall not exceed six months from the date of publication of
the Grand Jury report.
(4) The recommendation will not be implemented because it is not warranted or
is not reasonable, with an explanation therefore.
(c) If a finding or recommendation of the Grand Jury addresses budgetary or personnel
matters of a county agency or department headed by an elected officer, both the
agency or department head and the Board of Supervisors shall respond if requested by
the Grand Jury, but the response of the Board of Supervisors shall address only those
budgetary /or personnel matters over which it has some decision making authority. The
2014-2015 Orange County Grand Jury Page 9
Increasing Water Recycling:A Win-Win for Orange County
response of the elected agency or department head shall address all aspects of the
findings or recommendations affecting his or her agency or department.
Comments to the Presiding Judge of the Superior Court in compliance with Penal Code
section 933.05 are required from:
Responses Required:
1. Responses to Findings F.1., F.2. and Recommendation R.1. are required
from the Board of Directors of the Orange County Sanitation District.
2. Responses to Findings F.1., F.3., F.7., and Recommendation R.2. are
required from the Board of Directors of the Orange County Water District.
3. Responses to Findings F.S., F.B., and Recommendation R.3. are required
from the Board of Directors of the South Orange County Wastewater
Authority.
4. Responses to Findings F.6., and Recommendation RA. are required from the
Board of Directors of the El Toro Water District.
5. Responses to Findings F.6., and Recommendation R.4. are required from the
Mayor of the City of San Clemente.
6. Responses to Findings F.6., and Recommendation RA. are required from the
Board of Directors of the Santa Margarita Water District.
7. Responses to Findings F.6., and Recommendation R.4. are required from the
Board of Directors of the Trabuco Canyon Water District.
8. Response to Finding F.4. is required from the Board of Directors of the Irvine
Ranch Water District.
COMMENDATIONS
The 2014-2015 Grand Jury commends the OC Sanitation District and the OC
Water District for the partnership they developed to recycle wastewater for the beneficial
use of north and central OC residents. Last year's average of 77 mgpd of recycled
water reduces dependence on more expensive imported water at a time when the
amounts of external water supplies are stressed by the State's prolonged drought.
The 2014-2015 Grand Jury commends the Irvine Ranch Water District for the
years of recycling water for landscape irrigation leadership. Last year they recycled over
92% of the wastewater they received.
REFERENCES
State of water, summer 2013:A call for investing in reliability.[Pamphlet]. (2013).
Municipal Water District of Orange County.
Municipal Water District of Orange County (2014). Water rates and charges.
Retrieved from http://www.mwdoc.com/pages.php?id_pge=166
2014-2015 Orange County Grand Jury Page 10
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APPENDIX:
GLOSSARY
AF. Acre-Foot. The amount of water needed to cover an acre (approximately a football
field) one foot deep, or 325,900 gallons. One acre-foot can support the annual indoor
and outdoor needs of between one and two households per year, and, on average,
three acre-feet are needed to irrigate one acre of farmland.
Aquifer. A geologic formation of sand, rock and gravel through which water can pass
and which can store, transmit, and yield significant quantities of water to wells and
springs.
Groundwater. Water that occurs beneath the land surface and fills partially or wholly
pore spaces of the alluvium, soil, or rock formation in which it is situated. Does not
include water which is being produced with oil in the production of oil and gas or in a
bona fide mining operation.
Groundwater basin. A groundwater reservoir defined by all the overlying land surface
and the underlying aquifers that contain water stored in the reservoir. Boundaries of
successively deeper aquifers may differ and make it difficult to define the limits of the
basin.
Groundwater Replenishment System (GRS). An OCWD/OCSD joint project being
developed to provide up to 100,000 acre-feet of reclaimed water annually for
groundwater replenishment. Treated wastewater will undergo further treatment at
OCW D-using the same technology as bottled water companies-before it is piped
northward along the Santa Ana River to replenish the groundwater basin in the inland
part of the county. Visit the GWR System website (http://www.gwrsystem.com).
Imported water. Water that has originated from one hydrologic region and is
transferred to another hydrologic region. Metropolitan Water District of Southern
Califamia(MET) imports water from the Colorado River and Northern California. MET's
agency in OC is the Municipal Water District of OC (MWDOC).
Potable water. Suitable and safe for drinking.
Primary treated water. First major treatment in a wastewater treatment facility, usually
sedimentation removal but not biological oxidation.
Recycling. A type of reuse, usually involving running a supply of water through a closed
system again and again. Legislation in 1991 legally equates the term "recycled water"to
reclaimed water.
Santa Ana River Basin Aquifer. That portion of the Santa Ana River that is located
within OC.
Secondary Treatment. Generally, a level of treatment that produces 85 percent
removal efficiencies of biological oxygen demand and suspended solids. Usually carried
out through the use of trickling filters or by the activated sludge process.
2014-2015 Orange County Grand jury Page 11
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Tertiary treatment. The treatment of wastewater beyond the secondary or biological
stage. Normally implies the removal of nutrients, such as phosphorous and nitrogen,
and a high percentage of suspended solids.
Wastewater. Water that has been previously used by municipality/residences, industry
or agriculture and has suffered a loss of quality as a result of use.
2014-2015 Orange County Grand Jury Page 12
June 24, 2015
The Honorable Glenda Sanders, Presiding Judge
Orange County Superior Court
700 Civic Center Drive West
Santa Ana,CA 92701
Dear Presiding Judge Sanders:
On May 1, 2015, the Grand Jury released a report entitled: "Increasing Water
Recycling: A Win-Win for Orange County." This report requires written
responses to certain findings and recommendations from the Orange County
Sanitation District.
A safe and reliable water supply is fundamental to the life and health of
Orange County's citizens and visitors, and is essential to economic
sustainability. The Orange County Sanitation District thanks the Grand Jury for
its attention to this important issue.
Below are responses to each of the findings and recommendations of the
report:
Responses to Findings Page 7
F.I. The Orange County Sanitation District processes an average of 198
million gallons per day of wastewater and sends 121 million gallons per day
of secondary treated wastewater to the ocean.
The Orange County Sanitation District Response: Agree with the findings. The
actual flow volumes vary daily based on water usage in the service area. As a
result of the past economic downturn, conservation efforts, and the prolonged
drought, the Orange County Sanitation District's actual influent flows have
been dropping over the last decade. The average influent flow in 2004 was
about 240 million gallons per day.
F.2. The Orange County Water District receives an average of 92 million
gallons per day of treated wastewater from Orange County Sanitation District
and recycles 70 million gallons per day of water treated to potable water
standards that is then returned to the groundwater basin aquifers.
Response to Orange County Grand Jury
June 24, 2015
Page 2
The Orange County Sanitation District Response: Agree with the findings. The
Orange County Sanitation District and Orange County Water District have a
long partnership for water recycling dating back to the 1970s. With the
decreasing influent flow volumes, the Orange County Sanitation District has
been actively diverting flow to its Fountain Valley plant to make as much water
as possible available to the Orange County Water District for recycling. This
includes an on-site pump station and manipulation of diversion structures in
our collection system. These diversion management steps are very important
in light of the generally decreasing influent flows and the expansion of
recycling capacity recently completed by the Orange County Water District.
F.3. From the 92 million gallons per day from Orange County Sanitation
District the Orange County Water District recycles 7 million gallons per day of
water treated to plant irrigation standards.
Orange County Sanitation District Response: Agree with the findings.
Responses to Recommendations—Page 8
R.I. Orange County Sanitation District should conduct a study of possible
methods of increasing the amount of processed wastewater sent to Orange
County Water District, including timelines and noting any barriers that may
prevent increasing flow, and implement the most cost effective method to
reduce the amount of imported water to Orange County. (F.1.) (F.2.) (F.7.)
The Orange County Sanitation District Response: Agree with the
recommendation. The Orange County Sanitation District Board of Directors
established a strategic plan goal in November 2013 to recycle all of the water
we treat. The primary use envisioned is to support the ultimate build out of
the Groundwater Replenishment System.
The staff of the Orange County Sanitation District and the Orange County
Water District have collaboratively created a scope of work for an engineering
study to investigate the feasibility of recycling all of Orange County Sanitation
District's effluent flows. This study involves some potentially significant
replumbing of the Orange County Sanitation District's infrastructure to
segregate less desirable flows, and to pump effluent from our Huntington
Beach Plant to Fountain Valley for recycling at the Orange County Water
District. A fraction of the flows with high salt content or other constituents not
conducive to drinking water reuse will be studied for other beneficial uses.
Response to Orange County Grand Jury
June 24, 2015
Page 3
The contract for this study has been awarded and work is scheduled to be
complete in June 2016. The Orange County Sanitation District and Orange
County Water District are sharing the cost of the study. In addition, grant
funding of $450,000 from the Bureau of Reclamation's U.S. Water Smart
program was awarded in May 2015.
If you have any further questions, please do not hesitate to contact me at
(714) 593-7110.
Sincerely,
Tom Beamish
Chair
Orange County Sanitation District
1DH/RT/clr
ITEM NO. 16
MINUTES OF THE
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE
Orange County Sanitation District
Monday, June 8, 2015, at 8:00 a.m.
A regular meeting of the Legislative and Public Affairs Committee was called to order
by Chair Beamish on Monday, June 8, 2015, at 8:00 a.m. in the Administration
Building of the Orange County Sanitation District.
Chair Beamish led the pledge of allegiance.
A quorum was declared present, as follows:
COMMITTEE MEMBERS STAFF PRESENT
PRESENT: Jim Herberg, General Manager
Tom Beamish, Board Chair Bob Ghirelli, Assistant General
John Nielsen, Board Vice-Chair Manager
Tyler Diep, Director Nick Arhontes, Director of Facilities
Robert Kiley, Director Support Services
Lucille Kring, Director Rob Thompson, Director of Engineering
Greg Sebourn, Director Ed Torres, Director of Operations &
John Withers, Director Maintenance
Lorenzo Tyner, Director of Finance &
COMMITTEE MEMBERS ABSENT: Administrative Services
None. Kelly Lore, Clerk of the Board
Jennifer Cabral
Ann Crafton
Al Garcia
Lori Khadjadorian
Eric Sirjord
Nina Train
OTHERS PRESENT:
Brad Hogin, General Counsel
Eric Sapirstein, ENS (via Teleconference)
Eric O'Donnell, Townsend Public Affairs
Heather Stratman, Townsend Public Affairs
John Ruetten, Resource Trends, Inc.
05/08/2015 Legislative and Public Affairs Committee Minutes Page 1 of4
PUBLIC COMMENTS:
None.
REPORTS:
General Manager, Jim Herberg, introduced Nick Arhontes,Director of Facilities
Support Services, who reported on a proposed mural at "A" Street Pump Station.
The committee was very receptive to the concept.
CONSENT ITEMS:
1. MOVED, SECONDED and DULY CARRIED TO: Approve minutes for the
Committee meeting held on May 11, 2015.
AYES: Beamish; Diep; Kiley, Kring, Seboum and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen
Vice Chair Nielsen arrived at 8:11 a.m.
INFORMATIONAL ITEMS:
2. Public Affairs Update
Principal Public Affairs Specialist, Jennifer Cabral reported on the following:
19 tours provided; 6 career days; Public Works events; Korean festival,
Tustin chili cookoff; social media update; ocsd news alerts; published
articles; and the CBS interview with OCWD General Manager, Mike
Markus.
3. Legislative Updates
Principal Public Affairs Specialist, Jennifer Cabral reported on the following:
WaterSMART grant and the thank you letters of support to the delegation
being sent from Chair Beamish and a reminder of the GWRS expansion
ceremony to be held June 26.
05/08/2015 Legislative and Public Affairs Committee Minutes Page 2of4
Ms. Cabral introduced Eric Sapirstein, ENS Resources, who provided an
update on the feasibility study; drought relief bill and policies; new grants
program at EPA for water recycling; reforms to the Clean Water Act and
and an update on the Waters of the U.S. Rulemaking.
Heather Stratman, Townsend Associates reported on the following: 2015-
16 proposed state budget which is due by June 15; one time drought
funding of 2.2 billion; 475 million in Water Recycling and advanced water
treatment projects; rolling applications for water recycling; and the a $5
million grant through Proposition 84 funds for the Newhope-Placentia Trunk
Replacement (2-72) project. OCSD will take part in a panel interview on
Friday, June 12 at SAWPA in Riverside where staff will discuss the value of
wastewater as a local resource and the future water reliability of our region.
Vice Chair Nielsen informed the Committee that the Chair of OCFA has
requested that OCSD prepare a letter of opposition to AB 1217 (Daly), a
proposed bill which would change the composition, selection method and
terms of the OCFA Board of Directors, increasing representation by County
supervisors from two members to three while decreasing the representation
of city board members from 23 to 10.
Ms. Cabral will reference the legislative plan to ensure a position to this bill
can be taken; or if this item needs to be agendized to a Committee.
Director Withers departed the meeting at 8:30 p.m.
NON-CONSENT ITEMS:
Assistant General Manager Bob Ghirelli gave a brief summary of the item and
introduced John Ruetten, Resource Trends, Inc. who provided an information
PowerPoint presentation which included: reasons to utility brand; perceptions and
categorizations by target audiences; transparency and accountability; OCSD's
business values and brand framework; organizational standards; communication
strategies and a review of OCSD's documents.
4. MOVED, SECONDED and DULY CARRIED TO:
Recommend to the Board of Directors:
Approve the Communication Strategy for OCSD Utility Branding as part of
the General Manager's Fiscal Year 2014-2015 Work Plan.
AYES: Beamish; Diep; Kiley, Kring, Nielsen, and Seboum
NOES: None
06/08/2015 Legislative and Public Affairs Committee Minutes Page 3of4
ABSTENTIONS: None
ABSENT: Withers
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
None.
ADJOURNMENT:
Chair Beamish declared the meeting adjourned at 9:45 a.m. to the next Legislative
and Public Affairs Committee Meeting, July 13, 2015 at 3:30 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
05/08/2015 Legislative and Public Affairs Committee Minutes Page 4 of
LEGISLATIVE AND PUBLIC AFFAIRS MEETING Neebng Date To ad.
Of oil.
AGENDA REPORT Rem Number Item Number
a v
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Bob Ghirelli, Assistant General Manager
SUBJECT: COMMUNICATIONS STRATEGY— UTILITY BRANDING
GENERAL MANAGER'S RECOMMENDATION
Approve the Communication Strategy for OCSD Utility Branding as part of the General
Manager's Fiscal Year 2014-2015 Work Plan.
SUMMARY
As part of the General Manager's Fiscal Year 2014-2015 Work Plan, staff had preliminary
discussions with the Legislative and Public Affairs Committee (La PA)where direction was
given to prepare a communication strategy for the Committee's consideration. A utility
branding consultant was hired through the National Water Research Institute/Utility
Branding Network to work with staff on the plan. The consultant held internal staff focus
group meetings and received feedback from OCSD's Executive Management Team
(EMT). Based on information gathered from these meetings, staff has developed a plan
of action that will be presented to the LaPA Committee.
PRIOR COMMITTEE/BOARD ACTIONS
March 2015 Approval of the Public Affairs Strategic Plan with the proposal for
Utility Branding efforts
September 2014 Approval of the GM Work Plan for FY 2014-2015
August 2014 Proposed GM Work Plan for FY 2014-2015 presented
May 12, 2014 Informational Item regarding OCSD's Corporate Identity was
presented to the Legislative and Public Affairs Committee for
discussion.
ADDITIONAL INFORMATION
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
N/A
Page 1 of 2
ATTACHMENT
The following affachment(s) maybe viewed on-line at the OCSD webske (www.ocsd.corn with the
complete agenda package:
• Communications Strategy
• OCSD Fact Sheet
• Website Portal Mock-Up
• Sample Agenda Report
• GM Monthly Report Proposal
• Proposed Business Values
• OCSD Standards Document
• PowerPoint Presentation from Legislative and Public Affairs Meeting of 6/8/15.
Page 2 of 2
Orange County Sanitation District
Communications Strategy
Consumer Product Branding Objectives(Context for Utility Branding)
• Clearly defined value category,category leadership
• Consumers making a decision to buy a product at a given price
• Build and maintain market share
Utility Branding Objectives
• Build a strong reputation in order to protect the interests of customers and served communities
• Ensure appropriate investment in workforce,resources, and infrastructure,resulting in increased
efficiency and increased value to the community
• Maintain a credible and influential voice with policy makers,regulators,and legislators
Utility Branding Issues and Strategies
• Understand that the utility is being categorized by customers and those paying attention...These
categorizations can impact policy decisions and the credibility of the utility's voice
• Maintain a workforce that is highly qualified and[reined(strong performers and a credible voice)
• Create positive impressions (branding moments) during customer-service interactions
• Make it easy for people to understand the utility's roles, value, standards,and decisions
• Define the utility's"Business Values"—Reliability,public health,efficiency,transparency...and
recognize that these values are the utility's brand promises
• Be categorized as fulfilling your Business Values by policy makers and key audiences
• Recognize that key audiences(or the Influential Public)are those people who make or influence
decisions....for example local/utility policy decisions,regulations, or legislation
• Understand the role of standards in communicating motivations,value, and in being transparent
• Make compelling business cases when proposing investments
• Create communication content that specifically supports branding objectives and strategies
• Create content that easier to read,less technical, and emphasizes standards and value
• Refine outreach tactics to focus on building relationships with specific people(who are in a position
to influence policy decisions,investment, and desired outcomes)
• Create benefits for those members of the public that"engage"with OCSD
• Ensure that Board members are aware of progress in developing important relationships
OCSD Branding Tactics
• Affirm commitment to transparency,effective community engagement,and appropriate investment
• Review and update scope of OCSD customer-service interactions and standards of service...the
overall goal is to create the impression, "I can't believe that is a public agency."
• Define and approve an updated set of Business Values
• Develop an OCSD Standards Document...identify document uses and process for update
• Develop OCSD Fact Sheet...what everyone should know about OCSD in a three-minute read
• Adopt a new format for Agenda Reports,making business cases for investment more compelling
• Develop a new GM Report format that uses the Business Values as the framework, employs
headlines that emphasize actions and results,and has items that are brief and easy to read
• Use the new GM Report content to keep members of the influential public informed about major
OCSD activities,policy decisions, and investments
• Adopt process of periodically sharing Retum-On-Investment(ROI)and Efficiency Case Studies
• Develop web front-page information portal for the Influential Public that increases transparency
• Maintain target audience list,build relationships, and report results to the OCSD Board
• Build key relationships using web-portal content,emails with content from GM Reports,and OCSD
events that provide networking opportunities for community leaders
Resource Trends, Inc. Branding*Communications•Investment
ovw COUNTY SANrmw Plerna
FACT S'NFFT: W110 WE ARE
The Orange County Sanitation District(OCSD) is a Sound Planning:The foundation for reliability and
public agency that provides wastewater collection, providing compelling value is planning. OCSD's
treatment, and disposal services for approximately planning process begins with having a long-term
2.5 million people in central and northwest Orange view, identifying key standards, and assessing and
County. OCSD is a special district that is governed mitigating risks. Specifically, OCSD concentrates
by the Board of Directors consisting of 25 board on maintaining reliable infrastructure, addressing
members appointed from 20 cities,4 water/ evolving environmental standards, and providing
sanitary districts, and 1 representative from the water resources for recycling. Infrastructure
Orange County Board of Supervisors. OCSD has planning must ensure that pipes, pumps,treatment
two operating facilities that treat wastewater from plants, and sewer systems are proactively
residential, commercial and industrial sources. maintained and upgraded. By planning for changing
environmental conditions, anticipating future
Our Mission regulations, and advocating for effective and cost-
To protect public health and the environment by conscious regulations, OCSD can provide long-term
providing effective wastewater collection, reliability, continue to develop water resources for
treatment, and recycling. recycling,and enhance environmental protections.
Transparency: By providing easy access to Appropriate Investment: Providing reliable services
information and timely responses to customer and compelling value requires that funding cover
inquiries, OCSD creates an environment that both today's operational costs and the investments
fosters public trust and allows customers to easily needed to ensure future reliability and quality of life.
understand OCSD's roles, values, priorities and Consequently,fees must cover current operations
strategic direction.This creates long-term and and infrastructure maintenance, needed capital
mutually beneficial relationships with customers, investments, and provide for a highly-qualified,
the media and other influential stakeholders,and well-trained, and diverse workforce.Securing
leads to levels of service that meet the needs of adequate funding requires that OCSD managers
the community. and staff are trusted, and that their investment
proposals are compelling. For these reasons OCSD
Exceptional Customer Service: OCSD provides pursues public participation in the decision-making
timely, courteous and responsive service to process, which includes building collaborative
customers and community members. OCSD relationships with elected officials,community
prides itself on making it easy for customers leaders, and the engaged public. Outreach efforts
to get information or to solve a problem,and are complemented with a strong government-
maintains high standards for responding to advocacy program that gives OCSD a voice in
customer issues, including odor, neighborhood ensuring that future regulations and legislation
construction,or questions about fees and billing. create cost-effective value.
OCSD's commitment to exceptional service means
constantly enhancing its understanding of customer MORE ON REVERSE
needs,and when appropriate updating standards or
investing in industry-leading technologies.
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FACT S'NFFT: WHO WE ARE
Public Health and the Environment:The foundation and supported the Development of the Groundwater
for OCSD's public health and environmental Replenishment System (GWRS). Providing tap water
commitment is complying with the Clean Water Act, that is fit for drinking,and recycled water that is
which means maintaining 24/7/365 compliance acceptable for the intended use, is not an accident
with its ocean discharge permit and 24/7/365 of nature. OCSD and OCWD work together to
treatment-plant reliability.And protecting the manage the quality of water sources, employ state-
Pacific Ocean requires an ongoing commitment of-the-art water purification processes,optimize
by OCSD staff to increase their knowledge about facility operations and maintenance,and conduct
the local marine environment. OCSD's sewer rigorous water-quality testing. OCSD's water-quality
system keeps wastewater in the pipes, and as efforts begin with meeting the needs of OCWD, and
a minimum meets all Sanitary Sewer Overflow are supported by active involvement in industry
(SSO) regulations. However, meeting the health associations.This allows OCSD's staff to keep
and environmental needs of the community does abreast of the latest water-quality research and
not end with regulatory compliance. It requires best practices.
that OCSD reach out to the public to understand
their needs and concerns. Meeting their needs Sound Finances, Efficient Operations:OCSD's
includes building and maintaining facilities that financial standards ensure that it has the financial
address local environmental impacts, such as odor, strength to provide the reliable and high-quality
architectural aesthetics, noise,and minimizing service that customers expect, and the stability to
the inconveniences of construction projects. avoid unexpected rate spikes. This includes finances
Finally, OCSD must ensure that public health and that are resilient to economic downturns, changes
environmental protections are effective during in wastewater flows and environmental conditions,
severe weather events and natural disasters. and natural disasters.OCSD's financial practices
and reserves allow it to earn favorable credit ratings,
Water Resource Development:Water reliability is which means that it has access to low interest rates
the foundation for a vibrant and growing economy, on financed infrastructure improvements. Finally, by
and OCSD's water resources are becoming an aggressively pursuing grant funding and constantly
integral part of maintaining water reliability in the increasing efficiency, OCSD is able to keep rates
region.Through its partnership with the Orange as low as possible while maintaining essential
County Water District(OCWD), OCSD has invested in investment in resources and infrastructure.
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Sample Agenda Report, Outfall Design Services
Standards for Agenda Reports
• Most important communication you produce....quality should reflect this fact
• Stands on its own—Don't need prior knowledge
• Identify key standards driving the proposal (problem statement)
• Be specific and meaningful
• Answer relevant questions in advance
• Easy to read - Lowest word count to understand issue/problem
• Don't allow acronyms to make it hard to read
General Manager's Recommendation
A. Approve a Professional Design Services Agreement with.....
B. Approve a Contingency.....
Summary
Background
The Orange County Sanitation District(OCSD)has two effluent pump stations at Plant No. 2 to
pump treated wastewater out to the sea: the Ocean Outfall Booster Station (Booster Station)and the
Effluent Pump Station Annex(Pump Station Annex). The Booster Station was constructed in 1988
and has a capacity of 600 MOD, and the Pump Station Annex was constructed in 2007 and has a
capacity of 360 MOD.
Relevant Standards
• Constantly identify and implement increases in efficiency
• Maintain a proactive asset management and maintenance program
• Support OCWD expansion of GWRS
• CA Government Code: Select the"best qualified firm"and"negotiate a fair and equitable fee"
Problem
Declining plant effluent flows due to water conservation and OCSD providing effluent to support
OCWD's Groundwater Replenishment System(GWRS)means that the Booster Station and the
Pump Station Annex are frequently operating below minimum design capacities. This causes
inefficient pumping (higher energy use than needed?)and has corrosive and fouling impact on the
pumps and piping. This increases maintenances costs and reduces the life of equipment.
Furthermore, separate studies have indicated that the Booster Station's mechanical and electrical
systems are nearing the end of their useful lives. OCSD needs consulting engineering support to
assess and design new systems that address these issues.
Solution
OCSD advertised a Request for Proposal on September 23, 2014 and two proposal were received.
Based on OCSD's standard evaluation process and pursuant to government codes, staff
Resource Trends, Inc. Branding•Communications•Investment
Orange County Sanitation District
Sample Agenda Report, Outfall Design Services
recommends approval of the Professional Design Services Agreement with Brown and Caldwell.
This Agreement will assess current conditions and address the following:
• Rehabilitating deteriorating or obsolete electrical mechanical, structural, control systems,break
rooms, and restrooms at the Booster Station
• Determining the size of new low flow pumps for the Booster Station and Pump Station Annex
• Pump Station Annex is pretty new....besides the low flow scenario, how can we describe what is
going on?
Timing Concerns
Booster station rehabilitation is prudent given its age, and OCWD is projecting the need for even
more secondary effluent to support expansion of GWRS. This means that flows to the Booster
Station and Pump Station Annex will continue to decrease. Failure to design and implement
solutions could delay providing more water to GWRS? Why is waiting not a good idea?
Financial Considerations
The fees for these design services are included in the budget, so they will not impact current rate
projections. These design services will ultimately lead to a construction project that will cost
approximately which is included in the current capital budget. Allocating a 10%contingency
is standard procedure, and use of the contingency budget is dependent on Board approval.
Ramifications of Not Taking Action
Increased risk of failure due to asset life and consequences of low flow operations. Increased
maintenance costs and energy use.
What are the operating cost savings of updating these systems? Energy use, reduction in
maintenance costs?
Resource Trends, Inc. Branding•Communications•Investment
Orange County Sanitation District
General Manager Report Proposal
Included on the following page is a sample of an updated General Manager Report. This update
is founded on the idea that this Report is one of the most important communications that the
District produces,not only because it is addressed to the Board of Directors,but because it
represents what staff wants people to know about OCSD. It can also be used as a basis for
communicating with members of the influential public. This means that the Report should
receive enough focus and attention to be very relevant and clear. This sample may be longer
than an actual report because it is designed to illustrate important issues. This Report in general
is bound by the following issues and standards.
Information Categories—The Report categorizes information based on important elements of
the business values or brand,including the following: Public and Environmental Health,
Recovering Valuable Resources, Sound Finances and Increasing Efficiency, Community
Outreach and Transparency, Legislative and Industry Affairs, and Workforce and
Administration. These categories serve as a reminder of the value that OCSD provides to its
customers and the region,and provide the specific context for each information item.
Use Meaningful Headlines—Peak interest,by being more results or action oriented.
Be Brief—Current Reports have too many words and too much information. This can decrease
readership and comprehension. Think about what Board members and the influential public
really need to know. General guidelines are to focus on who (people and communities) and
results (benefits or risks). Find someone who is skilled in this area to edit these reports.
Outreach Updates—You may be losing Board members when you provide just a list of
outreach activities. Providing a link to a list would be fine. Use this section to highlight
progress on specific relationships or support for specific endeavors/investments.
Comments on Category Placement—Employee awards are included in the Workforce and
Administration category while agency or project awards are included in the Legislative and
Industry Affairs category. Some items will apply to more than one category. For example,
ceasing disinfection of ocean discharge water protects the environment and saves money.
Protection of the environment is primary, so it is listed under Public and Environmental Health.
Organizational Updates—These were a little long and hard to grasp specific results, so consider
leaving these out until they are improved. The intent is to show that organizational efficiency(or
effectiveness) is being reviewed and enhanced. Stay focused on very specific changes and
explain the tangible increases in efficiency/effectiveness.
Complement GM Reports with ROI and Efficiency Case Studies—A good way to
complement the information in these reports is to create ROI and Efficiency Case Studies.
11 Page
Orange County Sanitation District
General Manager Report Proposal
February 18,2015
TO: Chair and Members of the Board of Directors Orange County Sanitation District
FROM: James D. Herberg General Manager
SUBJECT: General Manager Report
Public and Environmental Health
Ceasing Ocean Outfall Disinfection Protects the Environment and Saves Money
The Santa Ana Regional Water Quality Control Board and United States Environmental
Protection Agency(USEPA) staff gave OCSD their approval to cease disinfection of its ocean
discharge on March 17, 2015. After reviewing several studies conducted by OCSD staff,both
regulatory agencies concluded that OCSD disinfection practices resulted in a slight but
increasing degradation of the marine community living new the ocean outfall. Additionally, the
study found that disinfection provided no public health benefit to local beaches. OCSD has
initiated additional beach and ocean monitoring to Rather ensure the quality of our coastal waters
after this change. Ceasing disinfection will save OCSD approximately$420,000 per yew in
chemical costs alone.
Santa Ana Trunk Sewer Rehabilitation Moving Forward
This project rehabilitates a portion of the Santa Ana Trunk sewer system between Bristol Avenue
and the Santa Ana River within the cities of Fountain Valley, Costa Mesa and Santa Ana. The
project is slightly delayed due to late delivery of sewer pipes and the need for the contractor to
submit alternate traffic control plans. Construction started Monday, February 9. Based on the
recent update,the schedule shows a delay of approximately one month with completion on July
22,2015. However,the contractor believes they can make-up the lost time.
Study Results will Enhance OCSD's Power Outage Reliability
Water Emergency Response Organization of Orange County(WEROC)coordinates emergency
response to major disasters on behalf of all Orange County water and wastewater agencies.
OCSD participated in an effort by WEROC to assess stand-by power capability and fuel needs of
wastewater systems under during normal operations and during a loss of the power grid for
multiple days. OCSD staff now has a better understanding of needed diesel fuel supplies for
stand-by generators for 15 remote pumping stations and both treatment/reclamation plants. This
information will be used to update our current Integrated Emergency Response Plan(IERP).
Recovering Valuable Resources
Effluent Reuse Study Paves the Way for GWRS Expansion
OCSD has begun its Effluent Reuse Study which will make recommendations and develop an
implementation plan for wastewater collection and treatment improvements needed to support
the expansion of the Groundwater Replenishment System. The study,which will be completed
in Much 2016,will also support the development of other water reuse opportunities.
2 1 P a g e
Orange County Sanitation District
General Manager Report Proposal
Sound Finances and Increasing Efficiency
OCSD Receives AAA Credit Rating
The District's recent debt issuance resulted in an `AAA' Credit Rating from both Fitch Ratings
and Standards&Poor's. This is the highest possible rating, demonstrating that OCSD has an
exceptional degree of creditworthiness and can meet its financial commitments.
Fiscal Year 2015-16 Budget Kick-Off
This month,we initiated the budget development process for the 2015-16 Budget Update which
is scheduled for adoption in June. There will be a series of presentations covering important
budgeting issues to both the Administration and Operation Committees in the coming months.
OCSD Continues to Generate Revenue by Selling Emissions Credits
The South Coast AQMD requires emission offsets to approve construction of facilities that emit
air pollutants. These offsets are often met using Emission Reduction Credits(ERC's). During
the past 10 yews OCSD has generated more than $5 million in revenue through the sale of
ERC's. Many of these credits were awarded in the 1990's when OCSD replaced 23 polluting
diesel engines with the Central Power Generation Systems.
OCSD still holds enough ERC's to offset 600 pounds per day of various emissions. OCSD has
received proposals from a brokerage firm to buy 169 pounds per day of ERCs through two
separate transactions. OCSD is expected to net$608,000 and$82,500 from these sales, which
should be completed by March 2015.
Successful Launch of Management System will Increase Efficiency—"Maximo"
The new Computerized Maintenance Management System(CMMS),known as Maximo was
successfully launched on Friday January 23. The system will help OCSD staff to identify
opportunities for improving preventative maintenance programs and being more efficient with
staffing. All software features of the system are performing well. A few minor system glitches
have been identified but these are being resolved. All of Plant No. 1 maintenance staff have
Microsoft Surface Tablets to issue work orders,requisition parts, and access technical
specifications. Plant No. 2 staff members will be receiving Tablets over the next few months.
Community Outreach and Transparency
OCSD Responds to Region-Wide Grand Jury Request
As part of its comprehensive review of all of the special districts within its jurisdiction,the
Orange County Grand Jury requested information from OCSD. Information provided included
details about OCSD's organizational structure, financial specifics such as revenue sources,
expenditures,assets, reserves and liabilities.
OCSD Holds Stakeholder Meeting for Gisler-Red Hill Sewer Rehabilitation
This $23 million project will replace and/or rehabilitate portions of the Gisler-Red Hill Sewers
along Red Hill Avenue between McGaw Street and Mitchell Avenue, and the intersection of
Newport Boulevard and Mitchell Avenue, in the cities of Irvine, Santa Ana, and Tustin.
Construction is expected to begin in the summer of 2015 and will last approximately 18 months.
31 Page
Orange County Sanitation District
General Manager Report Proposal
As part of the Construction Outreach Program, OCSD hosted a Stakeholder Community Meeting
on January 22 at Tustin's City Hall. Community members in attendance received a project
overview and were given the opportunity to provide input on the design elements and other
issues including hours of construction and traffic control. Notification for this meeting was
through direct mail, the City of Tustin's website, and an article was published in the Orange
County Register's Local Section covering the City of Tustin.
Leeislative and Industry Affairs
OCSD Establishes Position on SB 119 (Senator Hill)
This proposed piece of legislation would require an agency to mark or take responsibility for
marking private laterals. Our position is to oppose any provision of the proposed legislation that
requires an agency to mark or take responsibility for marking laterals as OCSD is not responsible
for private sewer laterals. A letter detailing this position will be presented at the April
Legislative and Public Affairs Committee, and sent to Senator Hill if approved.
Santa Ana River Interceptor Project Wins Civil Engineering Award
The Santa Ana River Interceptor project won the Wastewater Conveyance Project of the Year by
the American Society of Civil Engineers. This project was completed in partnership with the
County of Orange, Santa Ana Watershed Authority and OCSD. Once again, nice job to all
OCSD employees who played a role in the successful completion of this 15 year effort.
OCSD Applying for$450,000 WaterSmart Grant- Staff is applying for a U.S. Bureau of
Reclamation(USBR)WaterSmart grant for$450,000 to supplement the cost of the Effluent
Reuse Study. This reuse study will make recommendations for improving wastewater collection
and treatment facilities specifically needed to support the expansion of the Groundwater
Replenishment System. Member agencies and our partners have submitted letters of support to
USBR, including OCWD, SAWPA, Midway City, Costa Mesa Sanitary Agency and Buena Park.
Workforce and Administration
Additional Board Member Orientation
For Board Members who were not able to make the January 14 New Board Member Orientation,
we will be holding a second workshop on Thursday, March 12 at 3:00 p.m. The orientation will
cover District Administration and Finances,OCSD History and Future,Board Rules and
Procedures, Operations and Workforce Planning and Development.Notification will be provided
closer to the date.
Update to General Manager's Work Plan
Following this monthly update, you will find the Mid-Year Update on my Fiscal Year 2014-
2015 Work Plan. Please let me know if you have any questions.
Labor Agreements Approved
On January 28, 2015, the Board approved an agreement between OCSD and the Supervisory and
Professional Management Group(SPMG)bargaining units for successor Memoranda of
Understanding(MOUs). These three-year agreements will expire on June 30,2016. The Board
41 Page
Orange County Sanitation District
General Manager Report Proposal
also approved successor MOUs for the Orange County Employees Association(OCEA)
bargaining units. These two-year agreements will expire on June 30, 2016.
OCSD continues to meet and confer in good faith with the International Union of Operating
Engineers Local 501. The next meeting is scheduled to take place on March 25, 2015.
Victoria Pilko Receives Engineering Awards
Congratulations to Victoria Pilko on receiving the Outstanding Engineer Merit award from
Orange County Engineering Council and the Public Sector Civil Engineer of Merit from the
American Society of Civil Engineers. Victoria has more than 20 years of experience in
wastewater rehabilitation and has been with OCSD since 2006.
Class and Compensation Study Underway
Vendor selection through the REP process is complete, and work on the Classification and
Compensation Study has began. Gallagher Benefit Services, Inc., the selected vendor, currently
is conducting initial meetings with OCSD's Human Resources and the Executive Management
Team. Position description questionnaires will be completed by employees and reviewed by
management by June 30. The classification and compensation study is on track for completion
by December 31, 2015 in accordance with one of my General Manager's Work Plan goals.
51 Page
Orange County Sanitation District
Updated/Proposed Business Values
OCSD's Business Values support the Mission Statement by more
thoroughly describing its promises to provide value to the
customers and communities it serves.
Providing reliable, responsive, and cost effective services
in line with customer needs
Protecting public health, the natural environment,
and our neighborhoods
Recovering valuable water, energy, and organic resources
Spending money wisely through sound planning,
efficient operations, and sound financial management
Transparently sharing our mission and strategies
with customers and stakeholders
Creating the best possible workforce in terms of
safety, productivity, training, and customer service
Partnering with others to benefit our customers,
this region, and our industry
Resource Trends, Inc. Branding•Communications•Investment
Orange County Sanitation District
Organizational Standards—Draft Version 1.3 June, 2015
Sound Planning Sound Financial Management
• Standards driven organization • Annual user fees sufficient to cover all O&M
• Anticipate and plan for future regulations and and capital debt requirements
legal requirements • Stable rates,no large unforeseen rate increases
• Maintain collaborative and cooperative • Actual collection,treatment,and disposal costs
relationships with regulators per million gallons track budget
• Proactively address changes in waste stream . Easy access to low cost credit
and environmental conditions • Maintain AAA credit rating
• Be active in industry associations • Debt ratio? Operating cash? Reserves?
• 5 year Strategic Plan . Produce Ops and CIP budgets every two years
• Annual update of the Strategic Plan with annual update
• 1,5,20 year planning horizons . Follow GAAF,specifically GFOA standards
• 1,5,20 year CIP plans updated annually? . Annual financial report and audit letter
• Maintain Odor Control Master Plan . Secure outside funding(grants)for recycled
• Biosolids Master Plan,Energy Master Plan? water or other capital programs
• Stable costs and risk managed Biosolids
Appropriate Investment management program
• Monthly Operations Report
• Ensure that the public's money is wisely spent . Quarterly financial reporting
• Investment proposals and decisions based on . Bi-Annual Budget Book
clearly defined standards • CAFR Annual Financial with Audit Letter
• Long-term view that appropriately funds . CIP Annual Report
capital improvement programs . Internal auditing—Approx.3 per year
• Make compelling cases for investment
• Build brand,trust, and support with policy
makers and community leaders Efficient Operations
• Unified legislative advocacy and public
outreach program • Maintain a culture of improving efficiency
• Data-driven asset intervention-Type,life • Efficiency efforts reduce the cost to provide
data,inspections,costs, industry standards the current service level or standard
• Consider life-cycle costs in all decisions • Use all practical and effective means for
• Sound engineering and accounting practices,
recovering energy
complying with local,state and federal laws • Hold an annual State of the District meeting
that emphasizes performance and efficiency
• Participate in National Joint Powers Authority
Exceptional Customer Service (NJPA)cooperative purchasing program
• Make it easy for customers and the public to • Ensure that important documents are easily
get a problem solved or interact with OCSD accessible for all business functions
Ensure that all records are 100%electronic
• Respond to treatment plant odor complaints •
within 1 hour • Maintain a modern contract administration
• Respond to collection system odor complaints system, 100%of contracts in the system
within 1 working day • Use 100%of digester gas to generate power
• Respond m construction project complaints or
inquiries within 1 working day Protecting Public Health, Environment
• New connection permits processed within one
working day • Listen to and seriously consider community
• Respond to all Biosolids contractor violations inputs on environmental concerns
within and week of violation notice
• Accounting calls standards? Water
• Misc.Control Center call standards? • Comply with the Clean Water Act
• Meet discharge permit 24/7/365
11 Page
Orange County Sanitation District
Organizational Standards—Draft Version 1.3 June, 2015
• 24/7/365 treatment plant reliability • Meet 5 NTU from Plant 1 for GWRS
• 24/7/365 reliability of pumping stations • Meet volume and water quality needs to
• No notices of violation support GWRS System
• Annual Ocean Monitoring Report • Develop detailed plan for recycling Plant 2
• Meet sec.treatment standards 25 HOD(mg/L) water by FY 18-19
• Meet sec.treatment standards 30 TSS(mg/L)
• Frequency of emergency outfall use-0 Middy Effective Workforce
• Increasing knowledge of local marine
environment • Highly qualified,well trained,motivated,and
• Receive and treat up to 10 MGD of dry diverse workforce
weather urban runoff flows • Meet OSHA training requirements
• Maintain contaminant source control program • 45 training hours per year per employee
and enforce pre-treatment regulations • Competitive compensation and benefits
• Minimize personal care products and emerging • Provide for professional growth,development
contaminants in source waters • Provide a safe and collegial workplace
• Meet or exceed sanitary sewer overflow • Employee injury incident rate<—4.1 per 100
regulations • Day lost due to injury<=2.5
• Less than 2.1 sewer spills per 100 miles • Hours worked since last lost work day
• Respond to collection system spills in 1 hour >= 1,000,000
• Contain sewer spills within 5 hours • Encourage collaboration
• Plan for and execute succession,minimizing
Air vacant position times
• Meet or exceed air pollution regulations • Positive employer,employee relations
• No notices of violation . Communicate meaningfully with employees
• Air emissions health risk to community and . Negotiate fair and equitable labor agreements
employees less than 10 per million . Conduct periodic employee satisfaction survey
• 0 odor incidents/events under normal
operating conditions for Plants I and 2
• Collection system odor incidents—12 per year Transparency
• Regularly meet with W WTP neighbors and
reassess odor requirements • Maintain transparency certificate
• Make it easy for people to understand OCSD's
Biosolids roles and value to the community
• Safe beneficial reuse of Biosolids • Content that is brief and meaningful,
• No notices of violation emphasizing standards and motivations
• Less than 100 tons to landfill through 2017 • Easy access to essential,governance info.
peak production period • OCSD Annual Report
• Annual Biosolids Performance Report • No release or sharing of information without
the proper context
Neighborhood Impacts • Timely release of information and response to
• Operate and maintain facilities to minimize information requests
impacts on surrounding communities, • Host public open house for all rate issues
including odor,noise,and lighting • Ensure that public events/decision processes
• Ensure that assets/facilities blend in with the are communicated using multiple channels
surrounding community • Comply with transparency and communication
• Meet CEQA and NEPA standards requirements,including the Brown Act
• AB 1234...Board ethics training
Develon OCSD's Water Resources • Share bad news early,before someone else
shares the information
• Use all practical and effective means for • Maintain long-term productive relationships
recovering wastewater for reuse with the media
• Highly reliable water delivery to GWRS • Respond appropriately to negative publicity
21 Page
OCSD Brand Foundation
Legislative and Public Affairs Committee
,June 8, 2015
O�JNjV SANITgT��d
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Resource Trends, Inc.
Branding• Communications• Investment
Now-
Presentation Topics
Why Utility Branding?
Branding Boiled Down - Consumer Products and Utilities
Transparency and Accountability
OCSD' s "Business Values" and Brand Framework
The Importance of Organizational Standards
► OCSD Branding and Communication Strategies
► Review of Documents
srand
Resource Trends, inc.
Branding• Communications• Investment
Why utility Branding ?
Being Branded , Categorized
WRF Project - Perceptions of Potable Reuse
Negative Branding of Tap Water "
Branding of "Government" as Inefficient
Branding Impacts Decisions & Investment
Branding Outcomes and ROI Building the
Wastewater Utility Brand
Enhanced Content, Aligned with Brand
Increased Focus on Key Audiences, Results
Increased Transparency & Accountability
Stronger/ Broader Support for Investment
Resource Trends, Inc.
Branding• Communications• Investment
Branding Bailed Down
Perceptions/Categorizations Specific Decisions
by Target Audiences and Outcomes
► Consumer Product Outcomes GOB_ � [2
Category Leadership
Market Share. . . Retail Price
Utility Outcomes - The Reputation to. . .
Protect Interests of Customers & Community
Secure Support for Needed Investment, Rates
Have a Credible Voice - Regulators, Legislators. . . "
Resource Trends, Inc.
Branding• Communications• Investment
Great Brands Dominate a Category -Q �Slc
ORUu People Don't Just Perceive
M They Categorize Things
"I Want an Energy Drink, I Want Red Bull.
Category Determines Target Audience Cz, O P r0,
Be a HERO. I ■
Targeting Senior Citizens?
Resource Trends, Inc.
Branding• Communications• Investment
Categorizing Starbucks
European Coffee- House Experience?
Strong Coffee
: Variety of Drinks. . . Made to Order
Pleasant Atmosphere
Place to Meet
Remote Office. . . Free Internet
° Behavior of Employees
Store Always Close By
Brand Success Depends on Standards !
The Value is "Transparent"
Resource Trends, inc.
Branding. Communications. Investment
Branded ! Reliability
Perceptions Public Health
Environment
Customer Service
Planning, Efficiency
Financial Management
. . . .your rate increases are Transparency
unnecessary and wasteful. . . ."
Categorized ! Branding Efforts
Exceptional "Service" Experience
Value/Brand-Focused Content
Specific Audiences and Outcomes
Resource Trends, inc.
Branding• Communications• Investment
Transparency & Utility Branding
Competent Utility Branding . . . .
Increases Transparency and Accountability
Content More Meaningful, Relevant
Information Actually Reaches Target Audiences
► Addresses Who Should Be Paying Attention
Board Members, Influential Public. . . .
Addresses What They Should Know
Utility is Fulfilling Its Business Values 777
Motivations/Standards Driving Decisions
Proposed Investments are Compelling '_
Resource Trends Inc.
Branding* Communications• Investment
Orange County Sanitation District
OCSD Vision ® I'
Updated/Proposed Business Values
" Business Values "
OCSD's Business Values support the Mission Statement by more
thoroughly describing its promises to provide value to the
customers and communities it serves.
► Updated the "Vision" to be a
New Set of "Business Values" Providing reliable, responsive,and cost effective services
in line with customer needs
Business Values Define the Protecting public health, the natural environment,
and our neighborhoods
Brand Structure of OCSD
Recovering valuable water, energy, and organic resources
Spending money wisely through sound planning,
► Option Remains to Develop a efficient operations, and sound financial management
Forward-Looking Vision Transparently sharing our mission and strategies
with customers and stakeholders
Creating the best possible workforce in terms of
safety,productivity,training,and customer service
Partnering with others to benefit our customers,
this region, and our industry
Resource Trends, Inc.
Branding• Communications• Investment
® CSD is Not . . . ta
Not Encouraging the General Public to Use a Product
Just a Resource Recovery Facility
OCSD Brand is Multi-Dimensional
Public Health , Efficiency, Finances, Transparency. . .
Providing Trash Services
New Name, or Point People in the Right Direction?
\ ` Resource Trends, Inc.
Branding• Communications• Investment
Organizational Standards
"A standard is simply a rule, a level of quality, or an
achievement that is considered acceptable or desirable"
► Standards Define & Describe OCSD's Value. . . .Motivations
Categorized Based on Business Values - Service, Efficiency. . .
Foundation for Planning, Investment, Trust, Transparency
► The OCSD Standards Document
Benefits. . .What's the Standard? Where is the Standard?
Creating Process for Use and Update. . .Staff Owner
► Should Be Used to Elevate Standards •••
In Cases for Investment (Agenda Reports)
In Every Dialogue, All Communications '
Resource Trends, Inc.
Branding• Communications• Investment
OCSD Branding Strategies
► More Meaningful Communications Content
Less Technical - Focused on Value, Brand, Standards
New Formats for Agenda and GM Reports
OCSD Fact Sheet and Website Information Portal
Enhanced Customer Service _
Create/ Ensure Positive "Branding Moments"
Review Scope of Service Interactions and Key Standards
Desired Perception - "I Can't Believe this is a Public Agency"
Focused Outreach (Building Relationships)
Policy Makers, Community Leaders, Legislators, Regulators. . .
Make it Easy to Properly Categorize OCSD
Priority Communication Content, Minimal Time Commitment
Resource Trends, Inc.
\ Branding• Communications• Investment
Bard Communications
► Desired Perceptions
That OCSD is Fulfilling its Business Values
Staff Recommendations are Based on Meaningful Standards
Investment Proposals Easy to Understand, Compelling
Major Investment Proposals Have Community Support
Outcomes
OCSD Board Approves Proposed Policy Decisions and Investments
Easier for Media and Influential Public to Understand OCSD Activities
and Investment Proposals
Tactics
Enhanced Agenda, General Manager Reports
y
Priority Content Reaches Influential Public
Resource Trends, Inc.
Branding• Communications• Investment
\Q
Customer Service
or
► Desired Perceptions
"I Can't Believe this is a Public Agency" f
Responsive. . .as Covered in Levels of Service
Caring. . .OCSD Staff Cares About Customers and Communities
Easy. . .for People to Solve Problems, Get Needed Information
Outcomes
Customer Service Interactions Lead to Positive "Branding Moments"
Customer Service Does Not Create Opponents
People Understand Motivations for Construction Projects
Tactics
Review and Update Scope of Customer Interactions, Standards
Review and Update Content in Construction Notices
Resource Trends, Inc.
Branding• Communications• Investment
\Q
Influential Public
Local Elected Officials , Leaders , the Media. . . . .
Desired Perceptions Meet Their Needs!
OCSD is Fulfilling its Business Values Create Benefits!
OCSD Investments Create Compelling Value
I Should Paying Attention. . . It's Easy and Beneficial
Outcomes
Support for OCSD Activities and Decisions
Understand OCSD Roles, Value, and Standards
Consistently Aware of Policy Decisions and ROI
Tactics
List of Influential Public and Status of Relationships
Essential Information Easy to Find . . .Policy Ticker, Targeted Emails
Provide Networking Opportunities . . .VIP Tours, Community Events
Resource Trends, inc.
Branding• Communications• Investment
A� _
Regulators , Legislative , Industry
Desired Perceptions
OCSD is Transparent. . .Staff Qualified, Trained, Innovative
Credible Voice On Appropriate Standards and Investment
Outcomes
Influential Voice in Regulatory & Legislative Decisions
Advance Notice About Regulations and Legislation
Flexibility with Regulators. . .Compliance Challenges
Access to Grant Funding
Tactics
Maintain Staff Credentials, Qualifications
One-On-One Relationships Between OCSD Employees,
Regulators, Legislators, and Industry Leaders
Resource Trends, Inc.
Branding• Communications• Investment
Review ® f Documents
Communication Strategy Sheet Page 97
OCSD Fact Sheet Page 99
Website Portal Mock-Up Page 101
Sample Agenda Report Page 103
► Sample GM Report Page 105
Updated Business Values Page 110
OCSD Standards Document Page 1 1 1
ROI/ Efficiency Case Studies (Coming Soon)
► Target Audience Lists and Status (Coming Soon)
"Push" Communication Tactics (Coming Soon)
Resource Trends, Inc.
Branding• Communications• Investment
\Q
OPERATIONS COMMITTEE Meeting Date TOBA.of Dir.
06/03/15 O6/24/15
Item AGENDA REPORT N Number Item Nu bar
7 Nu
Orange County Sanitation District
FROM: James D Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING,
PROJECT NO. SP-194
GENERAL MANAGER'S RECOMMENDATION
Establish a budget for Headquarters Complex, Site and Security, and Entrance
Realignment Program, Project No. 131-128, in the amount of$168,000,000.
SUMMARY
In November 2013, the results of the Administrative Facilities Master Plan were
presented to the Board of Directors. This Administrative Facilities Master Plan
highlighted that the continued rehabilitation of the aging administrative facilities is not
the most economical long-term solution, nor does it provide an efficient grouping of
staff, many of which are spread across the treatment plant in temporary trailer offices.
Creating an effective replacement strategy appears to be the most efficient and cost-
effective, long-term strategy to manage the administrative facility assets.
In June 2014, the Board of Director's authorized an Administrative Facilities
Implementation Plan to be developed by HDR Architecture, Inc. (HDR) that would
develop a more detailed plan and estimate for replacement of the Administration
Building, Human Resources Building, Laboratory, Purchasing Building, Fleet Services
Buildings, and multiple office trailers at Plant No. 1.
The draft plan is complete. HDR created an Implementation Plan that considers the
Orange County Sanitation District (Sanitation District) staffing structure, existing site,
security limitations, public access, and logistical considerations. The completed plan
provides building layouts and locations, along with some optional scenarios for potential
lab building utilization that provides a project framework, budget, and schedule.
The proposed project constructs a three story Administration Building, a two story
Laboratory, a two story connection piece between the Administration Building and
Laboratory, a Fleet Services Shop, and a fleet vehicles parking area, as well as
associated security improvements and site work.
At the June 2015 Operations Committee Meeting, staff was directed to use a more
descriptive project name. Staff recommends the project title Headquarters Complex,
Site and Security, and Entrance Realignment Program. Other titles considered were:
Administrative Headquarters and Environmental Science Laboratory, Renewal and
Page 1 of 3
Consolidation Program; Building Infrastructure Replacement Program; and Business
Center, Laboratory and Entrance Realignment Program.
PRIOR COMMITTEE/BOARD ACTIONS
June 2014 —Approved a Professional Design Services Agreement with HDR to provide
engineering design services for Administrative Facilities Implementation Planning,
Project No. SP-194, for an amount not to exceed $729,597.
November 2013 — Established a budget for Administrative Facilities Implementation
Planning, Project No. SPA94.
October 2013 — Staff presented an overview of the administrative facilities and their
need for rehabilitation or replacement.
June 2012 —Approved a Professional Services Agreement with The Austin Company to
provide engineering services to prepare an Administrative Facilities Master Plan for the
Title 24 Access Compliance and Building Rehabilitation Project, Project No. P1-115, for
an amount not to exceed $175,000.
ADDITIONAL INFORMATION
Staff was directed to pursue an on-site building replacement strategy as a result of the
Administrative Facilities Master Plan. The existing facilities are not code compliant and
lack building permits with the City of Fountain Valley. The Administrative Facilities
Master Plan, completed in January 2014, evaluated the repair versus replacement
options for the existing buildings and trailers at Plant No. 1. The study estimated the
repair of the existing facilities to be more expensive and more disruptive over the long
term, and had significantly more risk due to the unknown conditions in the structures.
The Sanitation District is obligated to bring these facilities up to code requirements by
agreement with the City of Fountain Valley. In addition, the Orange County
Transportation Authority (OCTA) has been working with staff on the 1405 widening
project set to go to Design Build construction later this year. This OCTA project will
change the front entrance to Plant No. 1 from the current location to a signalized
entrance at Pacific Street adjacent to the east wall of the Administration Building. The
current inventory of buildings is very reliant on trailers spread throughout the 100 acre
site including the Risk Management trailers, Process Control Trailers, and Engineering
Complexes A, B, E and F. More than 100 staff are spread across the site.
The plan fits a new Administration and Laboratory Building in the existing site. The Auto
Shop may need to be replaced to create enough space for the new buildings. The
proposed project budget is designed to be sufficient to allow the flexibility to work
through the design and construction process, and to provide the Board of Directors
staffs best estimate of the entire cost of the Administrative Facilities. The
implementation strategy may be done in steps overtime.
Page 2 of 3
The table below summarizes the project cost basis:
Construction Costs Costs
Administrative Building and
Lab Offices $ 44,216,000* 120,600 Square Feet
Laboratory $ 21,106,000* 34,100 Square Feet
Fleet Services $ 4,050,000* 10,700 Square Feet
Site Development $ 13,883,000*
Escalation to Midpoint of
Construction $ 26,194,000 32%
Son Costs
Permits/Testing/Inspection $ 8,756,000 8%
Outside Services $ 27,512,000 16%
OCSD Internal $ 101917,000 10%
Project Contingency $ 21,890,000 20%
* Cost in 2015 Dollars
CEQA
The Administration Facilities Implementation Plan is statutorily exempt under CEQA
Section 15262. This Planning work involved only feasibility or planning studies for
possible future actions which the Board of Directors has not approved, adopted, or
funded.
CEQA work will commence for Administrative Facilities Replacement at Plant No. 1,
Project P1-128 following the approval to establish this new project.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This complies with the authority levels in the Sanitation District's Purchasing Ordinance.
Funds for this new project, Administrative Facilities Replacement at Plant No. 1, Project
P1-128, have been allocated in the Replacement, Refurbishment, and Rehabilitation
line item. This item requires the establishment of an individual project line item budget
in the amount of$168,000,000.
ATTACHMENT
The following attachment may be viewed online at the OCSD website (www.ocsd.com) with the complete
agenda package.
PowerPoint presentation from Operations Committee Meeting of June 3, 2015.
WS:dm:gc
Page 3 of 3
Administrative Facilities
Implementation Plan
Robert Thompson
Director of Engineering
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Orange County Sanitation District We're here for you.
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A history of incremental growth . . .
Orange County Sanitation District We're here for you.
To Today
By the Numbers:
x
• 628 Employees
• 572 Miles of Pipe
• 200 Million Gallons Daily
• 735 tons/day Biosolids Recycled
• 479 Square Mile Service Area
• Serving 2.5 Million ResidentsJI
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• $6.2 Billion in assets i " - � »�
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Orange County Sanitation District for you.
Current Condition
Capacity Approx. 40,000 sq.ft. of temporary trailers (130 staff)
located throughout plant not conducive for effective
organization functionality
Condition Aged, deteriorated, and extensive maintenance issues
Technology Approaching end of life, systems are antiquated and
inefficient, buildings do not meet level of service
Regulatory ADA, Seismic, IBC, NFPA, Energy, parking, and agreement
with City of Fountain Valley
1-40S Project Mitigate impact of new entrance by creating further
setback from building
Escalation Delay will cause cost increases for either rehab or
replacement
Staff Inefficiency Not having staff in proximity wastes significant time to
gather for meetings and collaboration
Net Zero Mandates Follow path of state leadership and energy mandates for a
sustainable energy efficient future for California
Orange County Sanitation District We're here for you.
Aging Facilities
Risk Management Trailer: 2000
� Administration: 1964, 1971, 1976,
a
1990
[• Human Resources: 1971 (Lab),
1996 (HR)
— Fleet Services: 1971
'e r r Fleet Parking: 1990
ar ` �
Building H: Pre-1954
PCI Trailers: 1996
Purchasing: 1980
Laboratory: 1990
- GWRS, P1-102, Contracts,
I AV= - _ ;;p / Jh�, Maintenance Trailers E & F: 2001
s f
Engineering Trailers A & B: 2003
Orange County Sanitation 1 for you.
Distributed Staff
isk I � �: r 1 � •
- fleet
-, p s r
urchasin Vices administration Y
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Administrative Buildings Permitting Timeline
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Orange County Sanitation I for you.
Administration Facilities Master Plan
2010 to 2013 — OCSD commissioned the AFMP to provide
management and the board the necessary information to make
policy decisions regarding the administrative infrastructure
facilities at Plant 1.
Specific Goals of the AFMP included :
— Consolidate staff to the extent feasible to improve staff interaction and
productivity.
— Create long-term, forward-thinking solutions.
— Provide long-term value at a reasonable cost.
— Minimize disruption during the construction and relocation process.
— Move no portion of administrative, engineering or laboratory staff
permanently off-site.
Orange County Sanitation District We're here for you,
Administration Facilities Master Plan
Studied three broad alternatives:
o Maintain status quo
o Reuse current buildings and replace trailers with buildings
o New buildings
"It is no longer possible to avoid significant capital improvement
building replacement costs. The open question is one of option
selection."
Orange
Deficiencies
All Buildings Administration Laboratory
• ADA Compliance Ceiling Tiles Water Chillers
• Roof Replacement Carpet Reheat Coils in Ducts
• Lighting Replacement Skylight leaks Insulation Mold
• Permitting Floor Vibration Remove HVAC for Roof
• Roof Fall Protection Slab Leaks Replacement
• HVAC Building Drains Roof Pipe Insulation
• Roof drainage Elevator Size Hot Water Piping
• Roof Conduit, Piping Decorative Pond Building Wall Leaks
• Equipment Roof Curbs Termites Cooktop Ventilation
• Title 24 Energy Efficiency Cooktop Ventilation Roof Access Screen
• Impacted by Agreement Exterior Paint Door
with City Odor Analysis Lab
• Space Inefficiencies
• Ductwork corrosion in
Metals Free lab
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Rehabilitation vs •
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$150,
, ,Note: Status quo option not included in comparison Rehabilitation
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Replacement
Orange County Sanitation District We're here for you -
Best Long-term Business Approach
Replacement of OCSD's administrative facilities is the best long-
term business solution and provides for:
• Logical, low-risk implementation plan
• Project certainty
• Enhanced site security
• Improved public access
• Productive work practices and operational efficiency
• Lower overall life-cycle cost
• Set back building from new entrance to accommodate 405 on-ramp.
Orange County Sanitation District We're here for you.
Benefits of New Buildings
• Fixes age, maintenance and regulatory problems
• Fixes permit issues
• Fixes entrance with Cal Trans
• Improves security
• Improves public access
• Brings staff together
• Improved work conditions for Fleet Services
Orange
Administration Facilities Implementation Planning
November 11, 2013 — Board directs staff to create Administrative
Facilities Implementation Plan for new administrative buildings
— The AFMP highlighted that the continued rehabilitation of the aging
administrative facilities is not the most economical long-term solution
— Implementation Plan focused on options for replacement of the
facilities and determining the most efficient and cost-effective plan
— Board directed staff to find onsite solutions: a permanent treatment
plant needs permanent facilities
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Programming and Design
Guiding Principles
IMPLEMENTATION
COST
CONSTRUCTABILITY
SCHEDULE
MINIMIZE DISRUPTION
OPERATIONAL EFFICIENCYOPUBLICIMAGEOPTIMALWORK
ENVIRONMENT
OPERATIONS PUBLIC RESPONSIBILITY
Orange County Sanitation 1 for you.
Programming
USE CAMGORY
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Programming and Design
Building Areas
Admin + Lab Offices 120,600 s.f. � s
Laboratory 34,100 s.f.
Fleet Services 10,700 s.f.
Total 165,400 s.f.
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Program Space Types
Offices 72,500 s.f.
Laboratory 34,200 s.f.
Shared Support 39,400 s.f.
Building Support 9,500 s.f.
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Vehicle Repair Shops 9,800 s.f. Conceptual Rendering
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Proposed Schedule
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Estimated Project Costs
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Construction Costs
Administration Building $44,216,000 r /square foot
Laboratory $ 21,106,000 •r /square foot
Fleet Services $ 4,050,000 $344/square foot
Site Development $ 13,883,000 $38/square foot
Escalation $ 26,194,000
Sok Costs
Permits/Testing/ Inspection $ 8,756,000 8.0%
Outside Services $ 17,512,000
OCSD Internal $ 10,397,000
Project Contingency : •r r r r r%
Cost in 2015 D.
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Recommendations
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ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
ICS Incident Command System
IERP Integrated Emergency Control Plan
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
GOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
POTW Publicly Owned Treatment Works
ppm Parts per million
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
Glossary of Terms and Abbreviations
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAWPA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or
near the seabed, also know as the benthic zone.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
Certificate of Participation (COP) —A type of financing where an investor purchases a share of the
lease revenues of a program rather than the bond being secured by those revenues.
Glossary of Terms and Abbreviations
Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor
becomes the DrT for that air sample.
Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect").
Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)—Goals to support environmental and public expectations for performance.
NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been
found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide
with extra ultra-violet treatment.
National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water
Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S.
Environmental Protection Agency (EPA). NBP is committed to developing and advancing
environmentally sound and sustainable biosolids management practices that go beyond regulatory
compliance and promote public participation in order to enhance the credibility of local agency
biosolids programs and improved communications that lead to public acceptance.
Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility.
Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant.
Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million
gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the
ocean for disposal, after treatment.
Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban run-off.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing emissions
from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process,
where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Glossary of Terms and Abbreviations
Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed —A land area from which water drains to a particular water body. OCSD's service area is
in the Santa Ana River Watershed.