HomeMy WebLinkAbout07-26-2017 Board Meeting ONLINE Agenda Orange County Sanitation District Wednesday, July 26, 2017
Regular Meeting of the 6:00 P.M.
BOARD OF DIRECTORS Board Room
` 10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
AGENDA
CALL TO ORDER
INVOCATION AND PLEDGE OF ALLEGIANCE (Board Chairman, Greg Sebourn, City of
Fullerton)
ROLL CALL (Clerk of the Board)
DECLARATION OF QUORUM (Clerk of the Board)
PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a
Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or
notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by
the Chairperson and are requested to limit comments to three minutes.
SPECIAL PRESENTATIONS:
None.
REPORTS: The Board Chairperson and the General Manager may present verbal reports on
miscellaneous matters ofgeneml 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 Any items withdrawn from the Consent Calendar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. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve the minutes of the Regular Joint Meeting of the
Board of Directors and Financing Corporation Meeting held on June 28, 2017.
07/26/2017 OCSD Board of Directors Agenda Page 1 of 9
RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the
Board Chair.
2. COMMITTEE MINUTES (Clerk of the Board)
RECOMMENDATION: Receive and file the approved minutes of the following
committees:
A. Operations Committee Meeting of June 7, 2017
B. Legislative and Public Affairs Committee Meeting of June 12, 2017
C. Administration Committee Meeting of June 14, 2017
D. Steering Committee Meeting of May 24, 2017
3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
JUNE 2017 (Lorenzo Tyner)
RECOMMENDATION: Receive and file the report of the Investment Transactions
for the month of June 2017.
OPERATIONS COMMITTEE:
4. DIGESTER CLEANING CONTRACT (Ed Torres)
RECOMMENDATION:
A. Approve a Service Contract with Synagro-W WT, Inc., the lowest responsive
and responsible bidder, for Digester Cleaning, Specification No.
S-2017-82413D, for an 18-month period beginning September 1, 2017
through February 28, 2019, for an amount not to exceed $3,953,958 with
four (4) additional 18-month renewal options; and
B. Approve a contingency of$395,396 (10%) aggregately per contract period.
5. LIGHT DUTY TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO
FLEET GROUP (Ed Torres)
RECOMMENDATION:
Approve the purchase of four light duty trucks using the National Joint Powers
Alliance cooperative Contract Number 120716-NAF with National Auto Fleet Group
for a total cost of $148,000 in accordance with Ordinance No. OCSD-47,
Section 2.03(B), Cooperative Purchases.
07/26/2017 OCSD Board of Directors Agenda Page 2 of 9
6. PURCHASE OF SODIUM HYPOCHLORITE, SPECIFICATION NO.
C-2017-853BD (Ed Torres)
RECOMMENDATION:
A. Award an Agreement to JCI Jones Chemicals, Inc. for the purchase of
sodium hypochlorite (bleach), Specification No. C-2017-853131), for the
period September 1, 2017 through August 31, 2018, for a unit price of
$0.51/gallon delivered, plus applicable sales tax, for an estimated annual
amount of$626,726.25, with four (4) one-year renewal options; and
B. Approve a (10%) unit price contingency.
7. REPAIR& REFURBISHMENT OF TWO CENTRAL GENERATION ELECTRICAL
GENERATORS, SPECIFICATION NO. S-2017-85OBD (Ed Torres)
RECOMMENDATION:
A. Approve a Service Contract to R.A. Reed Electric Company, the lowest
responsive and responsible bidder, for Repair & Refurbishment of two
Central Generation Electrical Generators, Specification No. S-2017-8501313,
for an amount not to exceed $424,538.62; and
B. Approve a contingency of$84,908 (20%).
8. STORMWATER MASTER PLAN — PROJECT NO. PS16-01 (Rob Thompson)
RECOMMENDATION:
A. Approve a Professional Services Agreement with Michael Baker
International, Inc. to provide engineering services for the Stormwater Master
Plan, Project No. PS16-01, for an amount not to exceed $715,300; and
B. Approve a contingency of$71,530 (10%).
9. CEQA PLAN 2017— MASTER CONTRACT NO. CEQA PLAN2017-00
(Rob Thompson)
RECOMMENDATION:
A. Approve annual Professional Services Agreements with HDR
Engineering, Inc.; Michael Baker International; Helix Environmental
Planning, Inc.; ESA; AECOM; and LSA; Master Contract No. CEQA
PLAN2017-00, with a maximum annual fiscal year contract limitation not to
exceed $400,000 for each Professional Services Agreement; and
07/26/2017 OCSD Board of Directors Agenda Page 3 of 9
B. Approve two additional one-year optional extensions.
10. SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT
NO. P1-101 (Rob Thompson)
RECOMMENDATION:
Approve a contingency increase of$5,718,000 (4.5%) to the construction contract
with W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1,
Project No. P1-101, for a total contingency amount of$9,518,000 (7.5%).
11. REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND PAVING
AREA, CONTRACT NO. PI-115B (Rob Thompson)
RECOMMENDATION:
A. Receive and file bid tabulation and recommendation;
B. Award a construction contract to CDC Engineering and Technology for
Rehabilitation of Fleet Services Building, Building 8 and Paving Area,
Contract No. P1-115B, part of Title 24 Access Compliance and Building
Rehabilitation, Project No. P1-115, for a total amount not to exceed
$2,235,609;
C. Approve a contingency of$223,563 (10%); and
D. Approve a budget increase of$791,000 for Title 24 Access Compliance and
Building Rehabilitation, Project No. P1-115, for a total budget amount of
$18,400,000.
ADMINISTRATION COMMITTEE:
12. 2018 BENEFITS INSURANCE RENEWAL (Celia Chandler)
RECOMMENDATION: Approve the Orange County Sanitation District 2018
Benefits Insurance Renewal for the not-to-exceed amounts specified below:
A. Employee Benefit Specialists (medical, dental, and vision plans; Employee
Assistance Program [EAP])— not-to-exceed $10,507,891;
B. Prudential (basic life, short- and long-term disability) — not-to-exceed
$598,011; and
C. The Standard (EMT & Manager disability)— not-to-exceed $30,000.
0 712 612 01 7 OCSD Boats of Directors Agenda Page 4 of 9
13. INDEPENDENT FINANCIAL AUDITORS' COMMUNICATION LETTER FOR THE
AUDIT OF THE ORANGE COUNTY SANITATION DISTRICT FINANCIAL
STATEMENTS AS OF AND FOR THE YEAR ENDED JUNE 30, 2017
(Lorenzo Tyner)
RECOMMENDATION: Receive and file the Communication Letter dated
June 15, 2017 prepared by the Orange County Sanitation District's independent
financial auditors, Macias Gini & O'Connell LLP (MGO).
14. SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE
INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner)
RECOMMENDATION: Approve the settlement agreement negotiated by the
General Manager for the collection of charges owed for sanitary sewer service
charges, plus interest of 6.00%, with Thompson Energy Resources, LLC, in a form
approved by General Counsel.
15. DEFERRED PAYMENT AGREEMENT FOR CHARGES AND FEES OWED BY
ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner)
RECOMMENDATION: Approve the deferred payment agreement negotiated by
the General Manager for the collection of all charges and fees owed for sanitary
sewer service charges, plus interest of 6.00% per annum, with Aseptic Technology,
LLC, in a form approved by General Counsel.
STEERING COMMITTEE:
16. TITLE XVI BUREAU OF RECLAMATION FUNDING OPPORTUNITY FOR (SP-
173) THE EFFLUENT REUSE STUDY PROJECTS (Robert Ghirelli)
RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution
No. OCSD 17-12 entitled, "A Resolution of the Board of Directors of the Orange
County Sanitation District approving and authorizing the application forthe Title XVI
Water Recycling Projects under the Water Infrastructure Improvements for the
Nation (WIIN) Act Effluent Reuse Feasibility Studies Program Grant funds and the
execution of grant documents with the United States Department of the Interior,
Bureau of Reclamation."
07/26/2017 OCSD Board of Directors Agenda Page 5 of 9
17. ORANGE COUNTY SANITATION DISTRICT RESPONSE TO GRAND JURY
REPORT (Jim Herberg)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve the Orange County Sanitation District Response to the Orange
County Grand Jury Report entitled 'Pension Enhancements: A Question of
Government Code Compliance' published May 17, 2017; and
B. Adopt Resolution No. OCSD 17-13 entitled: "A Resolution of the Board of
Directors of the Orange County Sanitation District establishing a procedure
to ensure compliance with Government Code section 7507 transparency
requirements"
18. APPRAISAL TO ACQUIRE REAL PROPERTY (Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to: Authorize the
General Manager to enter into an agreement with George, Hamilton, Jones, Inc.
Real Estate Appraisers & Consultants to conduct an appraisal of real property
located at 18429 Pacific Street,18410-18436 Bandilier Circle, and 18368-18375
Bandilier Circle to prepare the Sanitation District to initiate negotiations to acquire
the same property in compliance with Government Code section 7267.1.
AB 1234 REPORTS: This is the time of the meeting when Board Members will provide a brief oral
report on any conference, meeting, or travel paid by the Sanitation District.
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 Government 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 reflect all required disclosures of information.
CONVENE IN CLOSED SESSION.
0 7/2 612 01 7 OCSD Board of Directors Agenda Page 6 of 9
(1) CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION
Initiation of litigation (Gov. Code Section 54956.9(d)(4)) — 2 cases
(A) Potential eminent domain action
Property Owner: Sukut Real Properties LLC.
Properties: 18429 Pacific St. Fountain Valley, CA, APN No. 156-163-09;
18410 Bandilier Cir. Fountain Valley, CA, APN No. 156-163-10; 18368
Bandilier Cir. Fountain Valley, CA, APN No. 156-163-11
(B) Potential action for damages against Mission Clay Products based on
defective clay pipe.
(2) CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code Section 54956.8)
Property: 10950 Virginia Cir. Fountain Valley, CA- APN No.156-165-05;
10870 Spencer Ave. Fountain Valley, CA -APN No.156-163-07;
18480 Pacific St. Fountain Valley, CA -APN No.156-165-04;
18430 Pacific St. Fountain Valley, CA -APN No.156-165-06;
18370 Pacific St. Fountain Valley, CA -APN No.156-165-08;
18429 Pacific St. Fountain Valley, CA -APN No.156-163-09;
18410 Bandilier Cir. Fountain Valley, CA -APN No.156-163-10;
18368 Bandilier Cir. Fountain Valley, CA -APN No.156-163-11;
10700 Spencer St. Fountain Valley, CA-APN No.156-163-16;
10700 Spencer Ave. Fountain Valley, CA -APN No.156-154-07;
18350 Mt. Langley St. Fountain Valley, CA-APN No.156-154-08;
18386 Mt. Langley St. Fountain Valley, CA-APN No.156-154-06;
18385 Bandilier Cir. Fountain Valley, CA -APN No.156-163-12;
18401 Bandilier Cir. Fountain Valley, CA -APN No.156-163-13;
18424 Mt. Langley St. Fountain Valley, CA-APN No.156-154-05;
18435 Bandilier Cir. Fountain Valley, CA -APN No.156-163-14;
18475 Bandilier Cir. Fountain Valley, CA -APN No.156-163-15;
10725 Ellis Ave. Fountain Valley, CA -APN No.156-154-04; and
10540 Talbert Ave. Fountain Valley, CA -APN No.156-151-03
Agency negotiators: General Manager, Jim Herberg; Assistant General Manager,
Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner,
Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and
Jeff Mohr; CIP Project Manager, Tom Grant; Kevin Turner and John Gallivan,
Cushman and Wakefield.
Negotiating parties:
Valley, Business Park, APN Nos. 156-165-05, .156-165-06, 156-163-07;
DK-USA LLC, APN No.156-165-04;
Fountain Valley Industrial Parcel 13, APN No.156-165-08;
Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11;
07/26/2017 OCSD Board of Directors Agenda Page 7 of 9
The Ins Trust Shabtai, Nevon, APN No. 156-163-16;
The Ins Trust, APN No. 156-154-07;
K & A Investments LP, APN No. 156-154-08;
Fountain Valley Star LLC, APN No. 156-154-06;
TN Sheet Metal Inc., APN No. 156-163-12;
18401 Bandilier LLC, APN No. 156-163-13;
Phone Lilly Lin-Lin TR, APN No. 156-154-05;
JDK Partners, APN No. 156-163-14;
Chandler Real Properties, APN No. 156-163-15;
Ellis Avenue LLC, APN No. 156-154-04; and
SFII Fountain Valley LLC, APN No. 156-151-03
Under negotiation: Instruction to negotiator will concern price and terms of
payment.
(3) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION
(Government Code Section 54956.9(d)(1))— 1 case
City of Los Angeles v. County of Kern, Tulare County Superior Court, Case No.
242057
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 Regular Meeting of the Board of Directors
on August 23, 2017 at 6:00 p.m.
07/26/2017 OCSD Board of Directors Agenda Page 8 of 9
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.
Aaenda Postina: 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.
Aoenda Description: The agenda provides a brief general description of each item of business to be considered or
discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take
any action which is deemed appropriate.
NOTICE TO DIRECTORS: To place items on the agenda for 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(olocsd.com
For any questions on the agenda, Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherbem(&ocsd.wm
Assistant General Manager Bob Ghirelli (714)593-7400 rghlmlli(a)ocsd.com
Director of Engineering Rob Thompson (714)593-7310 rthomosomaDocsd.com
Director of Environmental Services Jim Colston (714)593-7450 icolston(d)ocsd.com
Director of Finance and Lorenzo Tyner (714)593-7550 Ityner(docsd.wm
Administrative Services
Director of Human Resources Celia Chandler (714)593-7202 cchandler(@ocsd.com
Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com
07/26/2017 OCSD Board of Directors Agenda Page 9 of 9
ITEM NO. 1
Orange County Sanitation District
MINUTES
BOARD MEETING
June 28, 2017
�OJNjy SANII'gTjQy
Q ?
¢ c,
o �
FCl/N H E
Administration Building
10844 Ellis Avenue
Fountain Valley, California 92708-7018
TELECONFERENCE LOCATION:
96 Fishermans Wharf #1
Monterey, California 93940
(831) 372-2203
06/28/2017 Minutes of Board Meeting Page 1 of 16
ROLL CALL
A regular meeting of the Board of Directors of the Orange County Sanitation District was
called to order by Board Chair Greg Seboum on June 28, 2017, at 6:10 p.m., in the
Administration Building. Director Steve Nagel 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 Gregory Seboum, Chair Jesus Silva
X Denise Barnes Lucille Kring
Allan Bernstein X Chuck Puckett
X Robert Collacott (via teleconference) Diana Fascenelli
X Ellery Deaton Sandra Massa-Lavitt
A Barbara Delgleize Erik Peterson
X James M. Ferryman Bob Ooten
X Phil Hawkins Brooke Jones
X Steven Jones Kris Beard
X Peter Kim Gerard Goedhart
X Al Krippner Charlie Nguyen
X Richard Murphy Warren Kusumoto
X Steve Nagel Cheryl Brothers
X Glenn Parker Cecilia Hupp
X Scott Peotter Brad Avery
A Tim Shaw Michael Blazey
X David Shawver Carol Warren
X Fred Smith Virginia Vaughn
X Teresa Smith Mark Murphy
A Michelle Steel Shawn Nelson
A Sal Tinajero David Benavides
A Donald Wagner Lynn Schott
X Chad Wanke Ward Smith
X John Withers Douglas Reinhart
X Mariellen Yarc 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; Celia Chandler, Director of Human Resources; Ed
Torres, Director of Operations and Maintenance; Director of Environmental Services
Janine Aguilar; Cindi Ambrose; Miriam Angold; Greg Blakeley; Don Cutler; Carla Dillon;
Mike Dorman; Marc Dubois; Natasha Dubrovski; Damein Fabrizio; Anne Marie Feery;
Lisa Frigo; Al Garcia; Tom Grant; Mark Kawamoto; Tina Knapp; Rebecca Long; Mark
Manzo; Tom Meregillano; Kathy Millea; Jeff Mohr; and Victoria Pilko.
06/28/2017 Minutes of Board Meeting Page 2 of 16
OTHERS PRESENT: Brad Hogin (General Counsel); Celeste Cantu (SAWPA); Rich
Haller (SAWPA); Ethan Standen (Shimmick); and Anthony Orozo (Shimmick).
PUBLIC COMMENTS:
None.
Clerk of the Board Kelly Lore stated that an amended agenda and corrected minutes for
Item No. FC-1 were published in accordance with the requirements of California
Government Code Section 54954.2 and a hard copy had been distributed.
SPECIAL PRESENTATIONS:
• Celeste Cantu, Santa Ana Watershed Project Authority (SAWPA) General Manager
General Manager Jim Herberg presented a certificate to SAWPA General Manager
Celeste Cantu in recognition of her retirement and service to SAWPA.
Celeste Cantu presented a check in the amount of $1,000,000 to Board Chair
Sebourn for grant funding of the Newhope Placentia.
REPORTS:
Chair Sebourn provided information of a recent trip to Sacramento where he, Vice-Chair
Shawver, Director Bernstein, and General Manager Jim Herberg,joined Townsend Public
Affairs for an advocacy day meeting with various Assembly members, Senator John
Moorlach, State Water Resources Control Board, and the Little Hoover Commission. He
stated that one of the goals of the advocacy day was to introduce different offices and
agencies to OCSD and the work we do, as well as offer ourselves as a resource as
legislation or regulations are being developed.
Chair Sebourn also informed the Directors of a new Legislative Briefing email that OCSD
will begin sending out monthly to the City Managers and Agency General Managers in
our service area with our current and past Legislative positions and letters. The Clerk of
the Board's office will also send this monthly email to all OCSD Board Members for their
information. A hard copy was distributed.
Mr. Herberg provided information from his GM Monthly report including: OC Leadership
Symposium which begins on October 6; Beach Report Card from Heal the Bay- 100% of
OCSD monitored beaches received A or A+ ratings during dry weather, GWRS Media
Kick-off - Press conference Hollywood and Highland; and participation at the 601h
anniversary parade for City of Fountain Valley on June 24th.
Chair Seboum stated that due to teleconferencing tonight, all votes would be taken by roll
call.
06/28/2017 Minutes of Board Meeting Page 3 of 16
CONSENT CALENDAR: Items 2-5 were pulled and heard individually.
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
Approve the minutes of the regular Board of Directors Meeting held on
May 24, 2017.
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter, Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
2. REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND
PAVING AREA, CONTRACT NO. PI-115B (Rob Thompson)
Director Peotter requested the item be pulled because the item was not taken to
the Operations Committee prior to the Board of Directors meeting.
MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Refer
item to Operations Committee Meeting of July 5, 2017.
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter, Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanks;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
3. LANE CHANNEL CROSSING PROJECT— PROJECT NO. FE16-11
(Rob Thompson)
Director Peotter requested the item be pulled because the item was not taken to
the Operations Committee prior to the Board of Directors meeting.
MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
A. Approve a Sole Source Professional Design and Construction Support
Services Agreement with HDR Engineering, Inc. to provide engineering
services for Lane Channel Crossing Project, Project No. FE16-11, for an
amount not to exceed $131,939;
B. Approve a contingency of$13,194 (10%); and
C. Present additional information at Operations Committee Meeting of
July 5, 2017.
06/28/2017 Minutes of Board Meeting Page 4 of 16
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
4. PLANT NO. 1 PRIMARY CLARIFIER REHABILITATION (Ed Torres)
Director Peotter requested the item be pulled because the item was not taken to
the Operations Committee prior to the Board of Directors meeting.
MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
A. Approve a Purchase Order to Frost Company for the mechanical
rehabilitation and overhaul of 10 Primary Clarifiers at Plant No. 1, in
accordance with Section 1.076 of the Purchasing Ordinance No. OCSD-47,
for a total not to exceed $385,000, plus applicable tax;
B. Approve a contingency of$ 77,000 (20%); and
C. Present additional information at Operations Committee Meeting of
July 5, 2017.
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter, Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanks;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
5. REQUEST FOR FUNDING — WASTEWATER FLOW & LOADING STUDY
(Lorenzo Tyner)
Director Peotter requested the item be pulled because the item was not taken to
the Administration Committee prior to the Board of Directors meeting.
MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
A. Approve the Orange County Sanitation District's on-going participation in
the California Association of Sanitation Agencies wastewater flow and
loading study and the Participating Agency Contribution Pledge of$83,600;
and
B. Present additional information at the Administration Committee Meeting of
July 12, 2017.
06/28/2017 Minutes of Board Meeting Page 5 of 16
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
RECEIVE AND FILE: These items require no action; and without objection, will be so ordered
by the Board Chair.
6. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
MAY 2017 (Lorenzo Tyner)
Received and filed the report of the Investment Transactions for the month of
May 2017.
7. COMMITTEE MINUTES (Clerk of the Board)
Received and filed the approved minutes of the following standing committees:
A. Operations Committee Meeting of May 3, 2017
B. Legislative and Public Affairs Committee Meeting of May 8, 2017
C. Administration Committee Meeting of May 10, 2017
D. Steering Committee meeting of April 26, 2017
OPERATIONS COMMITTEE: (Roll call vote taken together for Items 8-12)
8. SEISMIC HAZARD EVALUATION AT PLANT NOS. 1 AND 2, PROJECT NO.
PSI 5-06 (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
A. Approve a Professional Services Agreement with Geosyntec Consultants
to provide engineering services for the Seismic Hazard Evaluation at Plant
Nos. 1 and 2, Project No. PS15-06, for an amount not to exceed
$2,578,028; and
B. Approve a contingency of$257,800 (10%).
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanks;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
06/28/2017 Minutes of Board Meeting Page 6 of 16
9. CENTRAL GENERATION ENGINES AUTOMATIC BALANCING ANALYZERS
(Ed Torres)
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
A. Approve a sole source purchase order to Windrock, Inc. for the purchase
and installation of two Windrock Auto Balance analyzers, plus associated
equipment, on two central generation engines, one at each plant, for a total
amount not to exceed $501,376; and
B. Approve a contingency of$50,137 (10%).
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter, Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
10. BIOSOLIDS MANAGEMENT CONTRACT RENEWAL—TULE RANCH
(Jim Colston)
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
A. Authorize the five-year contract renewal with Tule Ranch, Amendment
No. 2, to manage Orange County Sanitation District's biosolids from
Reclamation Plant No. 1 and Treatment Plant No. 2 for land application
and/or landfill disposal (Specification No. S-2011-51313D), for the period
commencing November 1, 2017 through October 31, 2022, for a unit price
increase of $2.50, for a new unit price of$57 per ton, for a total estimated
annual amount not to exceed $9,000,000; and
B. Approve an aggregate annual unit price contingency of 5%.
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
11. 2017 AUDIT REPORT OF ORANGE COUNTY SANITATION DISTRICT SEWER
SYSTEM MANAGEMENT PLAN (Jim Colston)
MOVED, SECONDED,AND DULY CARRIED BY ROLL CALL VOTE TO: Receive
and file the Final WDR/SSMP Audit Report dated May 19, 2017.
06/28/2017 Minutes of Board Meeting Page 7 of 16
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
12. SEWER SYSTEM MANAGEMENT PLAN UPDATE (Jim Colston)
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO::
Approve and file the Orange County Sanitation District's Sewer System
Management Plan, dated May 9, 2017.
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
ADMINISTRATION COMMITTEE: (Roll call vote taken together for Items 13-15)
13. FY 2017-18 USE CHARGES FOR SANTA ANA WATERSHED PROJECT
AUTHORITY (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Adopt
Resolution No. OCSD 17-10, entitled, "A Resolution of the Board of Directors of
Orange County Sanitation District Establishing Use Charges for the 2017-18 Fiscal
Year Pursuant to the Wastewater Treatment and Disposal Agreement with the
Santa Ana Watershed Project Authority ("SAWPA")".
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanks;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
14. GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2017-18 (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Adopt
Resolution No. OCSD 17-11 entitled, "A Resolution of the Board of Directors of the
Orange County Sanitation District Establishing the Annual Appropriations Limit for
06/28/2017 Minutes of Board Meeting Page 8 of 16
Fiscal Year 2017-18, for the Orange County Sanitation District in accordance with
the Provisions of Division 9 of Title 1 of the California Government Code."
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
15. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler)
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
A. Authorize the General Manager to enter into sole source purchase order
contracts with various staffing firms for Temporary Employment Services
selected in Specification No. CS-2009-421BD for the period July 1, 2017
through June 30, 2018; and
B. Authorize the General Manager to add or remove staffing firms from the
available pool, as needed, to meet work requirements identified by the
Human Resources Department, with no change to the approved total
budget, at a total cost not to exceed $1,187,190.
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
STEERING COMMITTEE:
16. GENERAL MANAGER'S FY 2016-2017 WORK PLAN YEAR-END UPDATE
(Jim Herberg)
Mr. Herberg provided a brief overview of the Work Plan Year-End Update.
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
Receive and File the General Manager's FY 2016-2017 Work Plan Year-End
Update.
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
O6/2812017 Minutes of Board Meeting Page 9 of 16
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
Chair Sebourn recessed the Orange County Sanitation District Board of Directors Meeting
at 6:40 p.m.
......................................
06/28/2017 Minutes of Board Meeting Page 10 of 16
ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION
CALL TO ORDER:
Chair Sebourn called the Board of Directors, Orange County Sanitation District Financing
Corporation meeting to order at 6:40 p.m.
Kelly Lore, Secretary of the Financing Corporation, declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X Gregory Sebourn, Chair Jesus Silva
X Denise Barnes Lucille Kring
Allan Bernstein X Chuck Puckett
X Robert Collacott (via teleconference) Diana Fascenelli
X Ellery Deaton Sandra Massa-Lavitt
A Barbara Delgleize Erik Peterson
X James M. Ferryman Bob Ooten
X Phil Hawkins Brooke Jones
X Steven Jones Kris Beard
X Peter Kim Gerard Goedhart
X Al Krippner Charlie Nguyen
X Richard Murphy Warren Kusumoto
X Steve Nagel Cheryl Brothers
X Glenn Parker Cecilia Hupp
X Scott Peotter Brad Avery
A Tim Shaw Michael Blazey
X David Shawver Carol Warren
X Fred Smith Virginia Vaughn
X Teresa Smith Mark Murphy
A Michelle Steel Shawn Nelson
A Sal Tinajero David Benavides
A Donald Wagner Lynn Schott
X Chad Wanke and Smith
X John Withers Douglas Reinhart
X Mariellen Yarc Stacy Berry
Kelly Lore, Secretary of the Financing Corporation, announced that the members of the
Orange County Sanitation District Board of Directors are each being compensated
$212.50 for the Board of Directors Meeting; there is no additional compensation for the
Financing Corporation Meeting.
06/28/2017 Minutes of Board Meeting Page 11 of 16
APPROVAL OF MINUTES:
FC-1. Hearing no corrections or amendments made, the minutes for the meeting held on
December 14, 2016 were deemed approved as so ordered by the Chair.
INFORMATION ITEM:
Director of Finance &Administrative Services Lorenzo Tyner provided a brief overview of
the item.
FC-2. Hearing no objections, the Annual Status Report of the Orange County Sanitation
District Financing Corporation was received and filed.
Chair Sebourn adjourned the meeting of the Board of Directors, Orange County
Sanitation District Financing Corporation at 6:43 p.m.
06/28/2017 Minutes of Board Meeting Page 12 of 16
Chair Seboum reconvened the meeting of the Board of Directors, Orange County
Sanitation District at 6:43 p.m.
NON-CONSENT CALENDAR:
17. AGREEMENTS WITH ORANGE COUNTY TRANSPORTATION AUTHORITY
FOR INTERSTATE 405 SEWER CROSSINGS (Rob Thompson)
MOVED, SECONDED,AND DULY CARRIED BY ROLL CALL VOTE TO: Approve
eight Utility Agreements with Orange County Transportation Authority agreeing to
define specific terms, conditions, and funding obligations regarding the relocation,
reconstruction, and protection of the regional sewers located along Interstate 405
Freeway to accommodate the Interstate 405 Improvement Project.
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett
(Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner
Director Murphy departed the meeting at 6:45 p.m.
18. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117
(Rob Thompson)
Director of Engineering Rob Thompson introduced the item and provided a brief
overview of the project and the protest. Mr. Thompson responded to questions
regarding the protest and the difference between the engineer's estimate and the
bid.
MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
A. Receive and file Bid Tabulation and Recommendation for Interplant Effluent
Pipeline Rehabilitation, Contract No. J-117A;
B. Receive and file Orange County Sanitation District's Notice of Intent to
Award dated May 18, 2017;
C. Receive and file Award Protest from Flatiron West, Inc. dated May 18, 2017,
concerning the award to Shimmick Construction Co.;
D. Receive and file response letter from Shimmick Construction Co.; dated
May 23, 2017, regarding the bid protest of Flatiron West, Inc.;
E. Receive and file Orange County Sanitation District's determination letter
dated June 1, 2017, to Flatiron West, Inc. responding to Award Protest;
F. Deny Award Protest filed by Flatiron West, Inc.;
06/28/2017 Minutes of Board Meeting Page 13 of 16
G. Award a Construction Contract to Shimmick Construction Company, Inc. for
the Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, for a
total amount not to exceed $12,609,012; and
H. Approve a contingency of$1,008,721 (8%).
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; Nagel; Parker, Peotter; Puckett (Alternate);
Sebourn; Shawver, F. Smith; T. Smith; Wanks; Withers; and
Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; R. Murphy; Shaw; Steel; Tinajero; and Wagner
19. PROPOSED REVISIONS TO FY 2017-18 BUDGET (Lorenzo Tyner)
Mr. Herberg introduced the item, stating that the revisions to the 2017-18 budget
have been previously provided to the Operations and Administration Committees.
He briefly explained the additional costs in this revision, which are mostly due to
the carryover of many CIP projects.
MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:
Approve the proposed revisions to the Operating, Capital, Debt/COP Service and
Self-Insurance Budgets for FY 2017-18, as follows:
Originally Proposed
Adopted Budget Revised Budget
FY 2017.18 FY 2017.18
Operations&Maintenance $149,854,390 $151,919,380
Net Capital Improvement Program 137,989,000 148,061,000
Debt/COP Service 83,119,000 82,033,000
General Liability and Property Self-Insurance 1,450,000 1,335,000
Workers Compensation Self Insurance 1,130,000 1,040,000
Intra-District Joint Equity Purchase/Sale(') 1,700,000 1,240,000
TOTAL $375,242,390 $385,628,380
("Cash toffrom Revenue Area 14(RA14)in exchange for capital assets tolfrom Consolidated Revenue Area 15(RA15).
AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim;
Krippner; Nagel; Parker, Peotter; Puckett (Alternate);
Sebourn; Shawver; F. Smith; T. Smith; Wanks; Withers; and
Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize; R. Murphy; Shaw; Steel; Tinajero; and Wagner
06/28/2017 Minutes of Board Meeting Page 14 of 16
AB 1234 REPORTS:
Director Ferryman provided an update on a recent meeting of the Santa Ana River Flood
Protection Agency where John Collins was recently appointed Chairman and Director
Ferryman was appointed Vice-Chairman. He also provided additional budgetary and
staffing information.
INFORMATION ITEMS:
None.
Director Kim departed the meeting at 6:54 p.m.
Director Wanke departed the meeting at 6:55 p.m.
CLOSED SESSION:
Director Nagel recused himself and left the meeting during Closed Session.
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION
54956.8:
The Board convened in closed session at 6:55 p.m. to discuss one item. Confidential
minutes of the Closed Session have been prepared in accordance with the above
Government Code Section and are maintained by the Clerk of the Board in the Official
Book of Confidential Minutes of Board and Committee Closed Session Meetings.
RECONVENED IN REGULAR SESSION:
The Board reconvened in regular session at 7:19 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Brad Hogin did not provide a report.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Mr. Herberg clarified that as the agenda for the Operations Committee meeting of
July 5, 2017, has already been published, the items from the Consent Calendar, being
referred to that committee, will be provided as Supplemental Agenda Items.
06/28/2017 Minutes of Board Meeting Page 15 of 16
Chair Sebourn wished everyone a Happy 41h of July and stated that OCSD's
Administrative offices will be closed in observance.
ADJOURNMENT:
At 7:21 p.m. Chair Sebourn adjourned the meeting until the Regular Board Meeting on
July 26, 2017 at 6:00 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
O6/2812017 Minutes of Board Meeting Page 16 of 16
ITEM NO. 2
MINUTES OF THE
OPERATIONS COMMITTEE
Orange County Sanitation District
Wednesday, June 7, 2017, 5:00 p.m.
A regular meeting of the Operations Committee was called to order by Committee Chair
Withers on Wednesday, June 7, 2017 at 5:04 p.m. in the Administration Building.
Director Yarc led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Withers, Chair Jim Herberg, General Manager
Ellery Deaton, Vice-Chair Bob Ghirelli,Assistant General Manager
Denise Barnes Celia Chandler, Director of Human Resources
Kris Beard (Alternate) Jim Colston, Director of Environmental Services
Allan Bernstein Rob Thompson, Director of Engineering
Robert Collacott Ed Torres, Director of Operations and Maintenance
Richard Murphy Lorenzo Tyner, Director of Finance &
Tim Shaw Administrative Services
Fred Smith Tina Knapp, Deputy Clerk of the Board
Michelle Steel Greg Blakeley
Mariellen Yarc Jennifer Cabral
Greg Sebourn, Board Chair Ron Coss
David Shawver, Board Vice-Chair Don Cutler
Anne Marie Feery
COMMITTEE MEMBERS ABSENT: Lisa Frigo
Phil Hawkins Alfredo Garcia
Mike Lahlou
Mark Manzo
Tom Meregillano
Kathy Millea
Jeff Mohr
Ddaze Phuong
Mike White
Eros Yong
OTHERS PRESENT:
Brad Hogin, General Counsel
Patrick Sheilds, IRWD
PUBLIC COMMENTS:
None.
0 610 712 01 7 Operations Committee Minutes Page 7 of
REPORT OF COMMITTEE CHAIR:
Committee Chair Withers did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager Jim Herberg did not provide a report.
CONSENT CALENDAR:
Late Communication pertaining to Item Nos. 3 and 4 was provided to the Committee in
the blue folders.
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the
May 3, 2017 Operations Committee Meeting.
AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton,
Murphy, Sebourn, Shaw, F. Smith, Steel, Yarc, and Withers
NOES: None
ABSTENTIONS: Shawver
ABSENT: Hawkins
2. SEISMIC HAZARD EVALUATION AT PLANT NOS. 1 AND 2, PROJECT NO.
PS15-06 (Rob Thompson)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Services Agreement with Geosyntec Consultants
to provide engineering services for the Seismic Hazard Evaluation at Plant
Nos. 1 and 2, Project No. PS15-06, for an amount not to exceed
$2,578,028; and
B. Approve a contingency of$257,800 (10%).
AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton,
Murphy, Sebourn, Shaw, Shawver, F. Smith, Steel, Yarc,
and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins
O610712017 Operations CommiVee Minutes Page 2 of 6
3. CENTRAL GENERATION ENGINES AUTOMATIC BALANCING ANALYZERS
(Ed Torres)
Provided as Late Communication, the last line of the paragraph in the Financial
Considerations section should read, "(Line item: Small Capital Projects, Section 8,
Page 86).".
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a sole source purchase order to Windrock, Inc. for the purchase
and installation of two Windrock Auto Balance analyzers, plus associated
equipment, on two central generation engines, one at each plant, for a total
amount not to exceed $501,376; and
B. Approve a contingency of$50,137 (10%).
AYES: Barnes, Beard (Alternate), Bernstein, Collacoft, Deaton,
Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc,
and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins
4. CENTRAL GENERATION FACILITIES OIL CENTRIFUGE HEATER AND
CONTROLS REPLACEMENT(Ed Torres)
Provided as Late Communication, the last line of the paragraph in the Financial
Considerations section should read, "(Line item: Small Capital Projects, Section 8,
Page 86).".
MOVED. SECONDED. and DULY CARRIED TO:
A. Approve a Sole Source Purchase Order to replace and install four new Alfa
Laval Central Generation Centrifuge Heaters and Controls at Plant Nos.
1 and 2 Central Generation facilities, for a total amount not to exceed
$111,082; and
B. Approve a contingency of$16,662 (15%).
AYES: Barnes, Beard (Alternate), Bernstein, Collacoft, Deaton,
Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc,
and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins
0 6/0 712 01 7 Operations Cone Wg Minulm Page 3of6
5. BIOSOLIDS MANAGEMENT CONTRACT RENEWAL—TOLE RANCH
(Jim Colston)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Authorize the five-year contract renewal with Tule Ranch, Amendment No.
2, to manage Orange County Sanitation District's biosolids from
Reclamation Plant No. 1 and Treatment Plant No. 2 for land application
and/or landfill disposal (Specification No. S-2011-51313D), for the period
commencing November 1, 2017 through October 31, 2022, for a unit price
increase of $2.50, for a new unit price of$57 per ton, for a total estimated
annual amount not to exceed $9,000,000; and
B. Approve an aggregate annual unit price contingency of 5%.
AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton,
Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc,
and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins
NON-CONSENT CALENDAR:
6 2017 AUDIT REPORT OF ORANGE COUNTY SANITATION DISTRICT SEWER
SYSTEM MANAGEMENT PLAN (Jim Colston)
Director of Environmental Services Jim Colston provided an informative
PowerPoint presentation that encompassed both Item Nos. 6 and 7. Mr. Colston's
presentation included an overview of the Sewer System Management Plan, auditor
statements regarding the Plan, audit findings, opportunities for improvement, and
changes made to the Plan based on the audit. Item Nos. 6 and 7 were voted on in
one action.
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to: Receive and file the Final WDR/SSMP Audit Report dated
May 19, 2017.
AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton,
Murphy, Sebourn, Shaw, Shawver, F. Smith, Steel, Yarc,
and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins
06,072017 opewions Committee Minute Peps 4 of 6
7. SEWER SYSTEM MANAGEMENT PLAN UPDATE (Jim Colston)
MOVED. SECONDED. and DULY CARRIED TO Recommend to the Board of
Directors to: Approve and file the Orange County Sanitation District's Sewer
System Management Plan, dated May 9, 2017.
AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton,
Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc,
and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Hawkins
INFORMATION ITEMS:
8. LABORATORY, MONITORING, AND COMPLIANCE DIVISION UPDATE
(Jim Colston)
Director of Environmental Services Jim Colston introduced Ron Coss, Laboratory,
Monitoring, and Compliance Manager, who provided an informative PowerPoint
presentation that included an overview of the division,the reports generated by the
division, laboratory workload, laboratory workload by customer, productivity and
budget, results of a recent survey conducted regarding division management and
goals,and laboratory accreditation.A suggestion was made to publish ocean water
quality testing results on OCSD's website.
9. 2017-18 BUDGET UPDATE PRESENTATION (Lorenzo Tyner)
Director of Finance &Administrative Services Lorenzo Tyner introduced this item
and indicated that the Budget Update Fiscal Year 2017-1 B document is provided
as Late Communication in the Directors' blue folders. Mr. Tyner introduced
Controller Mike White,who gave a PowerPoint presentation that provided a budget
update summary, major revenue components (fees/charges and general income),
user fees and the relationship to revenue, comparison of annual single family
residential rates, general income, outlay categories, expense summary, four
distinct types of the Capital Improvement Program (CIP), CIP ten-year annual
outlays, and debt issuances (no additional issuances planned).
Director Steel departed the meeting at 5:30 p.m.
DEPARTMENT HEAD REPORTS:
None.
06I0712017 Opemlions committee Minutes Paps 5 or8
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS
IF ANY:
None.
ADJOURNMENT
Committee Chair Withers declared the meeting adjourned at 6:00 p.m. to the next
scheduled meeting of Wednesday, July 5, 2017 at 5:00 p.m.
Submitted by,
Tom ('-ytr�
Tina Knapp, CMC
Deputy Clerk of the Board
0 610 712 01 7 Operations Committee Minutes Page 6 of 6
MINUTES OF THE
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE
Orange County Sanitation District
Monday,June 12, 2017 at 12:00 p.m.
A meeting of the Legislative and Public Affairs Committee was called to order by Chair
Seboum on Monday, June 12, 2017 at 12:01 p.m, in the Administration Building of the
Orange County Sanitation District. Vice-Chair Shawver led the pledge of allegiance.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Greg Sebourn, Board Chair Jim Hertel General Manager
David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager
Allan Bernstein, Member-At-Large Celia Chandler, Director of Human Resources
Peter Kim, Member-At-Large Jim Colston, Director of Environmental Services
Donald P. Wagner, Member-At-Large Rob Thompson, Director of Engineering
Chad Wanke, Member-At-Large Lorenzo Tyner, Director of Finance &
John Wdhers, Member-At-Large Administrative Services
Tina Knapp, Deputy Clerk of the Board
COMMITTEE MEMBERS ABSENT: Jennifer Cabral
None. Belen Carrillo
Rebecca Long
Kelly Newell
Mark Manzo
OTHERS PRESENT:
Mark Atkinson, Inside the Outdoors
Brad Hogin, General Counsel
Eric O'Donnell, Townsend Public Affairs
Eric Sapirstein, ENS Resources (via
teleconference)
Stephanie Smith, Inside the Outdoors
Cori Williams, Townsend Public Affairs
PUBLIC COMMENTS:
None.
M/12/2017 Legislative and Public Affairs Committee Mil Pagel of
REPORTS: The Committee Chair and the General Manager may present verbal reports on
miscellaneous matters of general interest to the Committee Members. These reports are for intormatton
only and require no action by the Committee.
General Manager Jim Herberg reported that he and Director of Engineering Rob
Thompson recently had a successful meeting with the Orange County Transportation
Authority CEO and Director of Capital Projects.
Director of Environmental Services Jim Colston reported that the diesel fuel excise tax
increase recently adopted by State legislation does not significantly impact internal
OCSD operations. OCSD, however, will see a significant increase in biosolids hauling
contract costs due to the fuel tax increase. With the introduction of centrifuge operations
in the near future, however, OCSD should see a reduction in overall biosolids hauling.
Mr. Colston indicated he would confirm whether or not the diesel costs would rise
incrementally annually. The Committee requested that this information be provided to
them in brief talking points.
CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted,
by the Committee, after one motion, without discussion. Any items withdrawn hom the Consent Calendar
Air separate discussion will be considered in the regular order of business.
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED. and DULY CARRIED TO: Approve minutes for the
Committee meeting held on May 8, 2017.
AYES: Bernstein, Kim, Sebourn, Wagner,Wanke, and
Withers
NOES: None
ABSTENTIONS: Shawver
ABSENT: None
INFORMATION ITEMS:
2. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long)
Rebecca Long, Senior Public Affairs Specialist, indicated that staff recently
attended a grants workshop and scheduled a meeting with a contractor regarding
the possibility of obtaining grant writing services. The upcoming visit to
Sacramento is June 271h. Ms. Long also indicated that the State of the District
event will be rescheduled from October 131h due to a conflict with the Association
of California Cities-Orange County (ACC-OC) Leadership Symposium.
Eric Sapirstein, ENS Resources, reported that confirmation was recently
received from the Bureau of Reclamation that the final expansion of the
06/1212017 Legislative and Pubic Attain;Committee Minutes Page 2 of 6
Groundwater Replenishment System (GWRS) project is eligible to receive
continued federal assistance, notwithstanding Title 16 assistance.
Mr. Sapirstein also indicated that the U.S. Environmental Protection Agency has
received approximately 43 applications for water funding loans, 23 of which are
from California. The GWRS final expansion project and the Poseidon project are
two of the 23.
Mr. Sapirstein reported that water infrastructure continues to be an important
message bearing repeating to members of the House and Senate, and
Committees of the same, for continued understanding of waters role in
infrastructure. Water infrastructure funding opportunities continue to remain at
the same levels as in the previous budget. Mr. Sapirstein also indicated that
public-private projects, like the Poseidon project, are of interest to water
infrastructure development as this type of project continues to offer a public
aspect as opposed to being entirely privatized.
Mr. Sapirstein addressed the item on the agenda for consideration to approve
letters regarding H.R. 2510. Mr. Sapirstein also reported on recent staffing
changes made in various branches of the federal government.
Cori Williams and Eric O'Donnell, Townsend Public Affairs (TPA), provided an
informative PowerPoint presentation that included an update on the 2017-18
state legislative session deadlines and specific calendar dates; the state budget
general fund and the strong theme of social services; May revisions made by the
Governor regarding natural resources and the conclusion of the emergency
drought response; updates on a variety of bills of interest including AB 574
(Quirk), AB 851 (Caballero), SB 212 (Jackson), AB 1250 (Jones-Sawyer),
AB 1479 (Bonta), AB 1129 (Stone), park bond bills, and SB 623 (Monning); bills
to watch including SB 231 (Hertzberg) and AB 967 (Gloria); long term
conservation proposals including AB 968 (Rubio), AB 1654 (Rubio), AB 1668
(Friedman), AB 1669 (Friedman), and a proposed budget trailer bill; and
upcoming OCSD tour dates for key legislative stakeholders.
As AB 851 (Caballero) changed dramatically and co-sponsorship of the bill was
not desired. The Committee expressed interest in developing a bill next year,
like AB 851 (Caballero), offering and addressing a narrower scope for
design-build authority for OCSD projects.
The Committee requested a copy of the final language of AB 1250
(Jones-Sawyer) once it is available.
OWl MO17 Legislative and Public Affairs Committee Minutes peg.3016
NON-CONSENT CALENDAR:
3, CO-SPONSOR H.R. 2510 LETTER AND H.R. 2510 ACKNOWLEDGEMENT
LETTER (Bob Ghirelli)
Assistant General Manager Bob Ghirelli provided a brief introduction of this item.
Director Wagner indicated that the sponsorship acknowledgement letter could
better attract attention if it identified the benefits at the outset. Staff indicated
that the letter would be rewritten to outline the benefits at the beginning of the
letter. It was also requested that the co-sponsorship acknowledgement letter
include Representative Linda Sanchez.
MOVED. SECONDED. and DULY CARRIED TO:
A. Approve, as amended, H.R. 2510 Cosponsorship Request Letter —
Water Quality Protection and Job Creation Act of 2017 (DeFazio) for
Congressman Ed Royce, Congresswoman Walters, Congressman
Rohrabacher, and Congressman Lou Correa; and
B. Approve, as amended, H.R. 2510 Sponsorship Acknowledgement
Letter—Water Quality Protection and Job Creation Act of 2017 (DeFazio)
for Congressman Alan J. Lowenthal and Congresswoman Napolitano.
AYES: Bernstein, Kim, Sebourn, Shawver, Wagner, Wanks,
and Withers
NOES: None _
ABSTENTIONS: None
ABSENT: None
INFORMATION ITEMS:
4. POSITION LETTER DISTRIBUTION (Bob Ghirelli)
Public Affairs Supervisor Jennifer Cabral provided an overview of this item and
indicated that staff proposes providing a summary of the legislative position
letters, and the corresponding letters, to the Directors via the General Manager
Monthly Report. The Directors can then use them according to their needs. The
Committee requested that the position letters also be distributed to ACC-OC and
the League of California Cities. The Committee indicated that other agencies
distribute letters like this to their Board Members and the City/General Managers
for the respective agencies. The Chair clarified the wishes of the Committee and
requested that the legislative position letters be sent to the Board Members and
their respective City/General Managers via a specific and separate email from
the General Manager Monthly Report, and that these letters and a summary of
the positions also be included in the General Manager Monthly Report.
OOIIM017 Legislative and Public ARaba committee Mlnules Page 4 of
5. INSIDE THE OUTDOORS YEAR-END PRESENTATION (Bob Ghirelli)
Public Affairs Specialist Kelly Newell introduced the representatives from Inside
the Outdoors, Mark Atkinson and Stephanie Smith, and provided a brief overview
of the Inside the Outdoors organization. Ms. Smith and Mr. Atkinson provided
an informative presentation on the Inside the Outdoors programs,which included
an overview of the organization, the programs offered, and components of the
various programs.
Ms. Smith responded to questions from the Committee regarding costs of the
program, the application process, and how the organization markets itself, which
differs district-by-district. Staff responded to a question regarding the number of
young adults reached through the OCSD tour program. The Committee
requested additional information about the Inside the Outdoors programs so they
can notify schools in their cities of the availability of the programs and to
encourage participation.
6. PUBLIC AFFAIRS UPDATE (Jennifer Cabral)
Ms. Cabral provided a brief overview of the current public affairs outreach efforts.
Chair Sebourn indicated that the information included in the agenda packets
provides specific information pertaining to these efforts. Ms. Cabral indicated
that the outreach efforts are highlighted in the General Manager Monthly Report
and indicated that this information can be shared and used as each Director
deems appropriate. From today's meeting, a recap and follow up information
regarding the diesel fuel excise tax will be included in the General Manager
Monthly Report, as will additional information pertaining to the Inside the
Outdoors programs.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
Chair Sebourn announced that N you are interested in participating in an organization
to which OCSD belongs, please let General Manager Herberg or Ms. Cabral know. The
Committee requested a list of those organizations to which OCSD belongs and a
description of the opportunities for Board Member involvement and what this
involvement entails, including location and time commitment.
06/122017 Legislative and Public Aflain Committee Minutes Page 5 of 6
ADJOURNMENT:
Chair Sebourn declared the meeting adjourned at 1:23 p.m. to the next Legislative and
Public Affairs Committee meeting, Monday, July 10, 2017 at 3:30 p.m.
Submitted by:rVLt nj f'� 1g y�
I_
Tina Knapp, CMC
Deputy Clerk of the Board
06/1 212 01 7 Legislative and Public Affairs Committee Minutes Page 6 of 6
MINUTES OF THE
ADMINISTRATION COMMITTEE
Orange County Sanitation District
Wednesday, June 14, 2017 at 5:00 P.M.
A regular meeting of the Administration Committee of the Orange County Sanitation
District was called to order by Committee Chairman Wanks on June 14, 2017 at 5:02 p.m.
in the Administration Building of the Orange County Sanitation District. Alternate Director
Peterson led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Chad Wanke, Chair Jim Herberg, General Manager
Donald P. Wagner, Vice-Chair Bob Ghirelli, Assistant General Manager
Jim Ferryman Celia Chandler, Director of Human Resources
Peter Kim Jim Colston, Director of Environmental Services
Al Krippner Rob Thompson, Director of Engineering
Steve Nagel Ed Torres, Director of Operations & Maintenance
Scott Peotter Lorenzo Tyner, Director of Finance &
Erik Peterson (Alternate) Administrative Services
Greg Seboum, Board Chair Kelly Lore, Clerk of the Board
David Shawver, Board Vice-Chair Janine Aguilar
Al Garcia
COMMITTEE MEMBERS ABSENT: Rebecca Long
Glenn Parker Mark Manzo
Teresa Smith Mike White
Sal Tinajero
OTHERS PRESENT:
Brad Hogin, General Counsel
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Committee Chair Wanks did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager Jim Herberg announced that on Friday, he and Director of Engineering
Rob Thompson met with OCTA CEO Darrell Johnson and Executive Director of Capital
Programs Jim Biel to discuss alternative solutions, to meet the needs of both agencies,
regarding the 1405 expansion.
06/14/2017 Administration Committee Minutes Page 1 of 5
REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES:
Director of Finance and Administrative Services Lorenzo Tyner did not provide a report.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
May 10, 2017 Administration Committee Meeting.
AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate),
Shawver, and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Parker, Seboum, T. Smith, Tinajero, and Wagner
2. FY 2017-18 USE CHARGES FOR SANTA ANA WATERSHED PROJECT
AUTHORITY (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to: Adopt Resolution No. OCSD 17-XX, entitled, "A Resolution of the
Board of Directors of Orange County Sanitation District Establishing Use Charges
for the 2017-18 Fiscal Year Pursuant to the Wastewater Treatment and Disposal
Agreement with the Santa Ana Watershed Project Authority ("SAWPA")".
AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate),
Shawver, and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Parker, Seboum, T. Smith, Tinajero, and Wagner
3. GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2017-18 (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to: Adopt Resolution No. OCSD 17-XX entitled, "A Resolution of the
Board of Directors of the Orange County Sanitation District Establishing the Annual
Appropriations Limit for Fiscal Year 2017-18, for the Orange County Sanitation
District in accordance with the Provisions of Division 9 of Title 1 of the California
Government Code."
AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate),
Shawver, and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Parker, Seboum, T. Smith, Tinajero, and Wagner
O6/14/2017 Administration Committee Minutes Page 2 of 5
4. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Authorize the General Manager to enter into sole source purchase order
contracts with various staffing firms for Temporary Employment Services
selected in Specification No. CS-2009-421BD for the period July 1, 2017
through June 30, 2018; and
B. Authorize the General Manager to add or remove staffing firms from the
available pool, as needed, to meet work requirements identified by the
Human Resources Department, with no change to the approved total
budget, at a total cost not to exceed $1,187,190.
AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate),
Shawver, and Wanks
NOES: None
ABSTENTIONS: None
ABSENT: Parker, Seboum, T. Smith, Tinajero, and Wagner
Chair Sebourn arrived at 5:05 p.m.
Director Wagner arrived at 5:06 p.m.
Committee Chair Wanke asked that the Informational Item No. 6 be moved forward.
INFORMATION ITEMS:
6. LABORATORY, MONITORING, AND COMPLIANCE DIVISION UPDATE
(James Colston)
Director of Environmental Services Jim Colston introduced Ron Coss, Laboratory,
Monitoring, and Compliance Manager, who provided an informative PowerPoint
presentation that included an overview of the division,the reports generated by the
division, laboratory workload, laboratory workload by customer, productivity, and
budget, results of a recent survey conducted regarding division management and
goals, and laboratory accreditation.
Questions regarding the urban runoff policy and monitoring were answered by
Mr. Colston and Mr. Herberg. A list of storm drain channel locations that feed into
the Orange County Sanitation District system was requested.
Director T. Smith arrived at 5:14 p.m.
O6/14/2017 Administration Committee Minutes Page 3 of 5
NON-CONSENT:
5. PROPOSED REVISIONS TO FY 2017-18 BUDGET (Lorenzo Tyner)
Director of Finance and Administrative Services Lorenzo Tyner provided
information regarding the budget process and introduced Controller Mike White
who provided a PowerPoint presentation on the update to the Fiscal Year 2017-18
budget which included: Revenue, outlays, major revenue components, general
user fees, general income, operating expense summary, CIP programs, debt
issuances, and the 10-year cash flow.
MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to: Approve the proposed revisions to the Operating, Capital, Debt/COP
Service, and Self-Insurance Budgets for FY 2017-18, as follows:
Originally Proposed
Adopted Budget Revised Budget
FY 2017.18 FY 2017-18
Operations&Maintenance $149,854,390 $151,919,380
Net Capital Improvement Program 137,989,000 148,061,000
Debt/COP Service 83,119,000 82,033,000
General Liability and Property Self-Insurance 1,450,000 1,335,000
Worker's Compensation Self Insurance 1,130,000 1,040,000
Intra-District Joint Equity Purchase/Sale(') 1,700,000 1,240,000
TOTAL $375,242,390 $385,628,380
O Cash to/from Revenue Area 14(RA14)in exchange for capital assets tolfmm consolidated Revenue Area 15(RA15).
AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate),
Sebourn, Shawver, T. Smith, Wagner and Wanks
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Tinajero
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION
54956.8:
The Committee convened in closed session at 5:51 p.m. to discuss one item. Confidential
minutes of the Closed Session have been prepared in accordance with the above
Government Code Section and are maintained by the Clerk of the Board in the Official
Book of Confidential Minutes of Board and Committee Closed Session Meetings.
RECONVENED IN REGULAR SESSION:
The Committee reconvened in regular session at 6:10 p.m.
06/14/2017 Administration Committee Minutes Page 4 of 5
CONSIDERATION OF ACTION IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Brad Hogin did not provide a report.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS
IF ANY:
None.
ADJOURNMENT:
Committee Chair Wanke declared the meeting adjourned at 6:10 p.m.to the next regularly
scheduled meeting of Wednesday, July 12, 2017 at 5:00 p.m.
Submitted by:
A reBrk of CMCe card
06/14/2017 Administration Committee Minutes Page 5 of 5
MINUTES OF THE
STEERING COMMITTEE
Orange County Sanitation District
Wednesday, May 24, 2017 at 5:00 p.m.
A regular meeting of the Steering Committee of the Orange County Sanitation
District was called to order by Chair Sebourn on Wednesday, May 24, 2017 at
5:03 p.m. in the Administration Building of the Orange County Sanitation District.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Greg Seboum, Board Chair Jim Herberg, General Manager
David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager
Tim Shaw, Member-At-Large Celia Chandler, Director of Human
Donald Wagner, Member-At-Large Resources
Chad Wanks, Administration Committee Jim Colston, Director of Environmental
Chair Services
John Withers, Operations Committee Rob Thompson, Director of Engineering
Chair Ed Torres, Director of Operations &
Maintenance
COMMITTEE MEMBERS ABSENT: Lorenzo Tyner, Director of Finance &
Ellery Deaton, Member-At-Large Administrative Services
Kelly Lore, Clerk of the Board
Jennifer Cabral
Al Garcia
Tina Knapp
Mark Manzo
Kathy Millea
Jeff Mohr
Man Nguyen
OTHERS PRESENT:
Brad Hogin, General Counsel
Claire Hervey Collins, Special Counsel
Roger Cards, Special Counsel
PUBLIC COMMENTS:
No public comments were provided.
Clerk of the Board Kelly Lore provided a Late Communication memo regarding a
substitute recommendation and attachment to Item No. 5.
05242017 Steering Cemmbee Minutes Page 1 of 6
REPORTS:
Chair Sebourn announced that an upcoming tour on the Nerissa and of Plant No. 2
will take place on Tuesday, June Win beginning at 10:30 a.m. He stated that the
General Manager and Board of Directors of SAWPA will participate, and invited the
Committee as well.
General Manager Herberg stated that an accident occurred on the Carbon Canyon
Project in which the OCSD contractor, Sancon, reported an injury to one of their
employees. The contractor is preparing an incident report to submit to OCSD and
staff will continue to monitor the situation.
Mr. Herberg further reported on the recently released Grand Jury report regarding
pension increases that were implemented in the early 2000's. Staff is working with
General Counsel on the response to the report.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED, AND DULY CARRIED TO: Approve Minutes of the
Special Joint Meeting of the Legislative and Public Affairs Committee and the
Steering Committee held on April 26, 2017; and the Regular Meeting of the
Steering Committee held on April 26, 2017.
AYES: Sebourn; Shaw; Shawver; Wagner; Wanke; and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Deaton
2. ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE
(Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board
of Directors to: Adopt Resolution No. OCSD 17-08, entitled, "A Resolution of
the Board of Directors of Orange County Sanitation District Fixing and
Establishing Rules of Procedure for the Conduct of Business of the District,
and Repealing Resolution No. OCSD 15-27."
AYES: Sebourn; Shaw, Shawver; Wagner; Wanke; and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Deaton
05/24/2017 Steering Committee Minutes Page 2 of 5
NON-CONSENT CALENDAR:
General Counsel Brad Hogin announced a recusal on Item No. 3 and No. 4 as his firm
represents the Orange County Transportation Authority on unrelated matters. He also
announced a recusal on the Closed Session Item as his firm also does work for the
County of Orange. Mr. Hogin departed the meeting.
3. LEGAL SERVICES WITH LEWIS BRISBOIS BISGAARD & SMITH, LLP
(Rob Thompson)
Director of Engineering Rob Thompson provided a PowerPoint presentation
and overview detailing the necessity of the represented services in these items
and the directed goals of the legal services requested.
Mr. Thompson, Mr. Herberg and Special Counsel Roger Cerda responded to
questions and concerns from the Committee regarding: the stated eminent
domain process in the agenda report and its implications, the participation of
OCTA Board members in this discussion, clarification of a sole source and the
Cooperative Agreement with OCTA.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board
of Directors to: Authorize an increase of $150,000 to sole source Purchase
Order 105851-OB to Lewis Brisbois Bisgaard & Smith, LLP for legal services
for a total cost of$225,000.
AYES: Sebourn; Shawver; Wagner; Wanks; and Withers
NOES: None
ABSTENTIONS: Shaw
ABSENT: Deaton
4. APPRAISAL SERVICES WITH MASON AND MASON, INC.; AND RIGHT-
OF-WAY CONSULTING SERVICES WITH STADIA REALTY, INC.
(Rob Thompson)
MOVED, SECONDED. AND DULY CARRIED TO: Recommend to the Board
of Directors to:
A. Authorize an increase of $100,000 to sole source Purchase Order
105903-OB to Mason and Mason, Inc. for appraisal services related to
the California Department of Transportation/Orange County
Transportation Authority Interstate 405 Improvement Project impacts for
a total cost of$140,000; and
B. Authorize an increase of $281,800 to sole source Purchase Order
105925-OA to Stadia Realty, Inc. for right-of-way project management
consulting related to the California Department of
0524/2017 Steering Cmmktee Minutes Page 3 of 5
Transportation/Orange County Transportation Authority Interstate 405
Improvement Project impacts for a total cost of$377,800.
AYES: Sebourn; Shawver; Wagner; Wanke; and Withers
NOES: None
ABSTENTIONS: Shaw
ABSENT: Deaton
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS 54956.9(d)(2) and 54956.8:
The Committee convened in closed session at 5:36 p.m. to discuss one item. Item
Nos. CS-2 and CS-3 were not heard. 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 Session Meetings.
RECONVENED IN REGULAR SESSION:
The Committee reconvened in regular session at 5:52 p.m.
CONSIDERATION OF ACTION, IF ANY,ON MATTERS CONSIDERED IN CLOSED
SESSION:
Roger Cerda, Alston & Bird, Special Counsel representing the District in regard to
Item No. CS-1 did not provide a report.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
SUPPLEMENTAL AGENDA ITEM:
5. CLOSED SESSION ATTENDANCE BY DIRECTORS SERVING ON THE
BOARD OF AN ADVERSE PARTY (Jim Herberg)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board
of Directors to:
A. Rescind Resolution Rescind Resolution No. OCSD 17-07, entitled: "A
Resolution of the Board of Directors of the Orange County Sanitation
District Establishing Requirements for Attendance at Closed Sessions
by Directors Who Simultaneously Serve on the Governing Body of an
Adverse Party"; and
05/24/2017 Steeong Ca m&w Minutes Pegg 4 of
B. Adopt Resolution No. OCSD 17-09 entitled, "A Resolution of the Board
of Directors of the Orange County Sanitation District Rescinding
Resolution No. OCSD 17-07.
AYES: Sebourn; Shaw; Shawver; Wagner; Wanks; and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Deaton
ADJOURNMENT:
Chair Sebourn declared the meeting adjourned at 5:53 p.m. to the next Steering
Committee meeting to be held on Wednesday, June 28, 2017 at 5:00 p.m.
Submitted by:
Ily A. re
C erk o e Board
05/24/2017 Steering Committee Minutes Page 5 or 5
BOARD OF DIRECTORS Meeting Date Toed.of Dir.
-- 07/26/17
AGENDA REPORT emNamber Item
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
JUNE 2017
GENERAL MANAGER'S RECOMMENDATION
Receive and file the report of the Investment Transactions for the month of June 2017.
BACKGROUND
The CA Government Code requires that a monthly report of investment transactions be
provided to the legislative body. Attached is the monthly report of investment transactions
for the month ended June 30, 2017.
RELEVANT STANDARDS
CA Government Code Section 53607
PRIOR COMMITTEE/BOARD ACTIONS
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following affachment(s)is included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
Report of the Investment Transactions for the month ended June 30, 2017
Page 1 of 1
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 5/31/17 Thru 6/30/17
Transaction Settlement Acq/Disp Interest
,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
ACQUISITIONS
Purchase 06/01/2017 261908107 174,019.80 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 174,019.80 0.00 174,019.80 0.00
Purchase 06/02/2017 261908107 5,041.51 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 5,041.51 0.00 5,041.51 0.00
Purchase 06/022017 261908107 5,274.55 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 5,274.55 0.00 5,274.55 0.00
Purchase 06/032017 261908107 1.36 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1.36 0.00 1.36 0.00
Purchase 06/052017 261908107 11,040.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 11,040.00 0.00 11,040.00 0.00
Purchase 06/06/2017 261908107 26,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 26,250.00 0.00 26,250.00 0.00
Purchase 06/07/2017 261908107 9,929.13 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 9,929.13 0.00 9,929.13 0.00
Purchase 06/082017 31338WX5 5,000,000.00 FHLB Discount Note 99.849 1.01 % 4,992,437.50 0.00 4,992,437.50 0.00
0.99%Due 8/22017
Purchase 06/09/2017 261908107 9,600,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 9,600,000.00 0.00 9,600,000.00 0.00
Purchase 06/09/2017 912828TS9 2,500,000.00 US Treasury Note 99.868 1.05% 2,496,688.06 2,988.38 2,499,676.44 0.00
0.625%Due 9/302017
Purchase 06/122017 261908107 6,157,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 6,157,000.00 0.00 6,157,000.00 0.00
Purchase 06/122017 261908107 43,750.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 43,750.00 0.00 43,750.00 0.00
Purchase 06/122017 261908107 144,219.38 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 144,219.38 0.00 144,219.38 0.00
Purchase 06/132017 912796LUl 5,000,000.00 US Treasury Bill 99.730 0.99% 4,986,500.00 0.00 4,986,500.00 0.00
0.97%Due 9/21/2017
Purchase 06/142017 261908107 28,125.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 28,125.00 0.00 28,125.00 0.00
Purchase 06/152017 261908107 40,277.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 40,277.67 0.00 40,277.67 0.00
Purchase 06/152017 261908107 43,750.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 43,750.00 0.00 43,750.00 0.00
Purchase 06/152017 261908107 500,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 500,000.00 0.00 500,000.00 0.00
Purchase 06/152017 261908107 29,500,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 29,600,000.00 0.00 29,500,000.00 0.00
Purchase 06/152017 261908107 3,657.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 3,657.00 0.00 3,657.00 0.00
Purchase 06/152017 261908107 1,690.24 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,590.24 0.00 1,590.24 0.00
Purchase 06/152017 261908107 21.57 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 21.57 0.00 21.57 0.00
Purchase 06/152017 261908107 2,096.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,096.58 0.00 2,096.58 0.00
Purchase 06/152017 261908107 174,312.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 174,312.58 0.00 174,312.58 0.00
Purchase 06/152017 261908107 1,762.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,762.50 0.00 1,762.50 0.00
Purchase 06/152017 261908107 2,742.66 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,742.66 0.00 2,742.66 0.00
Purchase 06/152017 261908107 247,154.22 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 247,154.22 0.00 247,154.22 0.00
Purchase 06/152017 261908107 1,672.13 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,672.13 0.00 1,672.13 0.00
Purchase 06/152017 261908107 183,233.71 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 183,233.71 0.00 183,233.71 0.00
Chandler Asset Management-CONFIDENTIAL Paga 1 Execution Time:7/42017 9:28:10 PM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 5/31/17 Thru 6/30/17
Transaction Settlement Acq/Disp Interest
,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
ACQUISITIONS
Purchase 06/15/2017 261908107 212,379.19 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 212,379.19 0.00 212,379.19 0.00
Purchase 06/16/2017 261908107 1,013.69 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,013.69 0.00 1,013.69 0.00
Purchase 06/16/2017 912796LUl 8,000,000.00 US Treasury Bill 99.733 1.01 % 7,978,660.00 0.00 7,978,660.00 0.00
0.99%Due 9/21/2017
Purchase 06/19/2017 261908107 77,573.76 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 77,573.76 0.00 77,573.76 0.00
Purchase 06/19/2017 261908107 231,541.73 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 231,541.73 0.00 231,541.73 0.00
Purchase 06/20/2017 261908107 335.32 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 335.32 0.00 335.32 0.00
Purchase 06/20/2017 261908107 294.40 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 294.40 0.00 294.40 0.00
Purchase 06/20/2017 261908107 590.30 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 590.30 0.00 590.30 0.00
Purchase 06/20/2017 261908107 73.89 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 73.89 0.00 73.89 0.00
Purchase 06/20/2017 261908107 1,977.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,977.67 0.00 1,977.67 0.00
Purchase 06/20/2017 3135GOZLO 3,000,000.00 FNMA Note 99.975 1.09% 2,999,250.00 6,916.67 3,006,166.67 0.00
1%Due 9/27/2017
Purchase 06/21/2017 261908107 2,230.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,230.58 0.00 2,230.58 0.00
Purchase 06/22/2017 24422EST7 550,000.00 John Deere Capital Corp Note 99.957 1.43% 549,763.60 3,217.50 552,981.00 0.00
1.35%Due 1/16/2018
Purchase 06/22/2017 261908107 37,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 37,500.00 0.00 37,500.00 0.00
Purchase 06/23/2017 313385JQ0 800,000.00 FHLB Discount Note 99.907 1.03% 799,255.66 0.00 799,255.66 0.00
1.02%Due 7/26/2017
Purchase 06/23/2017 3135GOZLO 3,000,000.00 FNMA Note 99.970 1.11 % 2,999,100.00 7,166.67 3,006,266.67 0.00
1%Due 9/27/2017
Purchase 06/26/2017 261908107 233.44 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 233.44 0.00 233.44 0.00
Purchase 06/26/2017 261908107 234.39 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 234.39 0.00 234.39 0.00
Purchase 06/26/2017 261908107 4,403.46 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 4,403.46 0.00 4,403.46 0.00
Purchase 06/26/2017 261908107 1,667.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,667.50 0.00 1,667.50 0.00
Purchase 06/26/2017 261908107 482.41 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 482.41 0.00 482.41 0.00
Purchase 06/26/2017 261908107 6,092.47 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 6,092.47 0.00 6,092.47 0.00
Purchase 06/26/2017 261908107 7,785.41 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 7,785.41 0.00 7,785.41 0.00
Purchase 06/26/2017 261908107 3,188.25 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 3,188.25 0.00 3,188.25 0.00
Purchase 06/26/2017 261908107 4,561.43 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 4,561.43 0.00 4,561.43 0.00
Purchase 06/26/2017 261908107 121.61 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 121.61 0.00 121.61 0.00
Purchase 06/26/2017 261908107 7,144.36 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 7,144.36 0.00 7,144.36 0.00
Purchase 06/26/2017 261908107 835.34 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 835.34 0.00 835.34 0.00
Chandler Asset Management-CONFIDENTIAL Page 2 Execution Time:7/4a017 9:28:10 PM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 5/31/17 Thru 6/30/17
Transaction Settlement Acq/Disp Interest
,Type Date CUSIP Quantity Secunty Description Price Yield Amount PurlSold Total Amount GainfLoss
ACQUISITIONS
Purchase 06/26/2017 261908107 435.97 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 435.97 0.00 435.97 0.00
Purchase 06/26/2017 261908107 8,503.96 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 8,503.96 0.00 8,503.96 0.00
Purchase 06/26/2017 261908107 531.65 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 531.65 0.00 531.65 0.00
Purchase 06/26/2017 3137EADLO 2,500,000.00 FHLMC Note 99.981 1.07% 2,499,525.00 6,041.67 2,505,566.67 0.00
1%Due 9/29/2017
Purchase 06/27/2017 06406HCE7 870,000.00 Bank of New York Callable Note Cant 99.927 1.43% 869,364.90 4,775.33 874,140.23 0.00
12/25/2017
1.3%Due 1/25/2018
Purchase 06/27/2017 459058FY4 5,000,000.00 Ind.Bank Hewn&Development Note 100.611 1.86% 5,030,550.00 41,944.44 5,072,494.44 0.00
2%Due 1/26/2022
Purchase 06/29/2017 261908107 10,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 10,000.00 0.00 10,000.00 0.00
Purchase 06/29/2017 261908107 2,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,000,000.00 0.00 2,000,000.00 0.00
Purchase 06/30/2017 261908107 16,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 16,250.00 0.00 16,250.00 0.00
Subtotal 85,764,903.77 85,745,998.39 73,050.66 85,819,049.05 0.00
Security 06/30/2017 912828WUO 30,888.00 US Treasury Inflation Index Note 100.000 30,888.00 17.71 30,905.71 0.00
Contribution 0.125%Due 7115MG24
Subtotal 30,888.00 30,888.00 17.71 30,905.71 0.00
TOTAL ACQUISITIONS 85,795,791.77 85,776,886.39 73,068.37 85,849,954.76 0.00
DISPOSITIONS
Sale 06/08/2017 261908107 4,992,437.50 Dreyfus Trsy/Agcy Cash Management 521 1,000 0.68% 4,992,437.50 0.00 4,992,437.50 0.00
Sale 06/09/2017 261908107 2,499,676.44 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,499,676.44 0.00 2,499,676.44 0.00
Sale 06/13/2017 261908107 4,986,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 4,986,500.00 0.00 4,986,500.00 0.00
Sale 06/16/2017 261908107 7,978,660.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 7,978,660.00 0.00 7,978,660.00 0.00
Sale 06/20/2017 261908107 3,006,166.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 3,006,166.67 0.00 3,006,166.67 0.00
Sale 06/22/2017 261908107 552,981.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 552,981.00 0.00 552,981.00 0.00
Sale 06/23/2017 261908107 3,006,266.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 3,006,266.67 0.00 3,006,266.67 0.00
Sale 06/23/2017 261908107 799,255.66 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 799,255.66 0.00 799,255.66 0.00
Sale 06/26/2017 261908107 2,505,566.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,505,566.67 0.00 2,505,566.67 0.00
Sale 06/27/2017 261908107 874,140.23 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 874,140.23 0.00 874,140.23 0.00
Chandler Asset Management-CONFIDENTIAL Page 3 Execution Time:7/42017 9:28:10 PM
C/" Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 5/31/17 Thru 6/30/17
1 Transaction Settlement Acq/Disp Interest
,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
DISPOSITIONS
Sale 06/27/2017 261908107 5,072,494.44 Dreyfus Tmy/Agcy Cash Management 521 1.000 0.71 % 5,072,494.44 0.00 5,072,494.44 0.00
Subtotal 36,274,145.28 36,274,145.28 0.00 36,274,145.28 0.00
Paydown 06/07/2017 62888UAA8 9,505.45 NCUA Guaranteed Note CM02010-R2Due 100.000 9,50545 423.68 9,929.13 0.00
11/6/2017
Paydown 06/15/2017 161571HHO 0.00 Chase CHAIT Pool#2016-A7 100.000 0.00 3,657.00 3,657.00 0.00
1.06%Due 9/16/2019
Paydown 06/15/2017 3133TCE95 1,498.35 FHLMC FSPC E3 A 100.000 1,498.35 91.89 1,590.24 0.00
2.892%Due 8/15/2032
Paydown 06/15/2017 31348SWZ3 16.22 FHLMC FH 786064 100.000 16.22 5.35 21.57 0.00
2.262%Due 1/1/2028
Paydown 06/15/2017 43814OAC2 0.00 Honda Auto Receivables 2016-2 A3 100.000 0.00 2,096.58 2,096.58 0.00
1.39%Due 4/15/2020
Paydown 06/15/2017 477877AD6 173,480.42 John Deere Owner Trust 2014-B A3 100.000 173,480.42 832.16 174,312.58 0.00
1.07%Due 11/15/2018
Paydown 06/15/2017 47787XAB3 0.00 John Deere Owner Trust 2017-A A2 100.000 0.00 1,762.50 1,762.50 0.00
1.5%Due 10/15/2019
Paydown 06/15/2017 47788MAC4 0.00 John Deere Owner Trust 2016-A A3 100.000 0.00 2,742.66 2,742.66 0.00
1.36%Due 4/15/2020
Paydown 06/15/2017 47788NAB4 244,797.81 John Deere Owner Trust 2016-B A2 100.000 244,797.81 2,356.41 247,154.22 0.00
1.09%Due 2/15/2019
Paydown 06/15/2017 654747ABO 0.00 Nissan Auto Receivables 2017-A A2A 100.000 0.00 1,672.13 1,672.13 0.00
1.47%Due 1/15/2020
Paydown 06/15/2017 65478WAB1 181,588.08 Nissan Auto Receivables Owner 2016-C 100.000 181,588.08 1,645.63 183,233.71 0.00
A2A
1.07%Due 5/15/2019
Paydown 06/15/2017 89236WAC2 210,723.10 Toyota Auto Receivables Owner 2015-A 100.000 210,723.10 1,656.09 212,379.19 0.00
1.12%Due 2115/2019
Paydown 06/16/2017 3837H4NX9 980.28 GNMA Pool#2000-9 100.000 980.28 33.41 1,013.69 non
9.5%Due 2/16/2030
Paydown 06/19/2017 43814GAC4 77,504.53 Honda Auto Receivables 2014-2 A3 100,000 77,504.53 69.23 77,573.76 0.00
0.77%Due 3/19/2018
Paydown 06/19/2017 43814NAB1 230,843.95 Honda Auto Receivables 2016-1 A2 100.000 230,843.95 697.78 231,541.73 0.00
1.01%Due 6/18/2018
Paydown 06/20/2017 36225CAZ9 291.95 GNMA Pool#G280023 100.000 291.95 43.37 335.32 non
2.816%Due 12/20/2026
Paydown 06/20/2017 36225CC20 247.69 GNMA Pool#G280088 100,000 247.69 46.71 294.40 0.00
2.817%Due 6120/2027
Chandler Asset Management-CONFIDENTIAL Page 4 Execution Time:7/42017 9:28:10 PM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 5/31/17 Thru 6/30/17
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
DISPOSITIONS
Paytlown 06/20/2017 36225CN28 44874 GNMA P0o1#G280408 100.000 448.74 141.56 590.30 0.00
2 691%Due 5/20/2030
Paytlown 06/20/2017 36225CNM4 56.50 GNMA Poo1#G280395 100.000 56.50 17.39 73.89 0.00
2.877%Due 4/202030
Paytlown 06/202017 W225DCBB 1,833.94 GNMA Pco1#G280965 100.000 1,833.94 143.73 1,977.67 0.00
2.31%Due 7/20/2034
Paytlown 06/212017 43814TAB8 0.00 Honda Auto Receivables 2017-1 A2 100.000 0.00 2,230.58 2,230.58 0.00
1.42%Due 7/22/2019
Paytlown 0626/2017 03215PFN4 0.00 AMRESCO Residential Seventies 1999-1 100.000 0.00 233.44 233.44 0.00
ADue 6/25/2029
Paytlown 06/262017 31371NUC7 151.53 FNMA FN 257179 100.000 151.63 82.86 234.39 0.00
4.5%Due 4/1/2028
Paytlown 06/262017 31376KT22 3,749.15 FNMA FN 357969 100.000 3,749.15 654.31 4,403.46 0.00
5%Due 9/12035
Paytlown 06/26/2017 31381 PDA3 623.54 FNMA FN 466397 100.000 623.54 1,043.96 1,657.50 0.00
3.4%Due 11/1/2020
Paytlown 06/262017 3138EG6F6 418.78 FNMA FN AL0869 100.000 418.78 63.63 482.41 0.00
4.5%Due 6/1/2029
Paytlown 06/262017 313MJY35 1,112.15 FHLMC FSPC T-582A 100.000 1,112.15 4,980.32 6,092.47 0.00
6.5%Due 9252043
Paytlown 0626/2017 31397QRED 7,354.99 FNMA FNR 2011-3 FA 100.000 7,354.99 430.42 7,785.41 0.00
0.832%Due 2/252041
Paytlown 06/262017 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,188.25 0.00
4.251%Due 1/252020
Paytlown 06/262017 31403DJZ3 3,922.73 FNMA Pool#745580 100.000 3,922.73 638.70 4,561.43 0.00
5%Due 6/12036
Paytlown 06/26/2017 31403GXF4 101.11 FNMA Pool#FN 748678 100.000 101.11 20.50 121.61 0.00
5%Due 10/1/2033
Paytlown 06/262017 31406PQY8 6,068.80 FNMA Pool#FN 815971 100.000 6,068.80 1,076.56 7,144.36 0.00
5%Due 3/12035
Paytlown 06/262017 31406XN/75 466.80 FNMA Pool#FN 823358 100.000 466.80 368.54 835.34 0.00
2.875%Due 2/1/2035
Paytlown 06/26/2017 31407BXH7 322.38 FNMA Pool#FN 826080 100.000 322.38 113.59 435.97 0.00
5%Due 7/1/2035
Paytlown 06/262017 31410F4V4 7,250.61 FNMA Pool#FN 888336 100.000 7,250.61 1,253.35 8,503.96 0.00
5%Due 7/12036
Paytlown 06/262017 31417YAY3 429.65 FNMA Pool#FN MA0022 100.000 429.65 102.00 531.65 0.00
4.5%Due 4/1/2029
Subtotal 1,165,789.23 1,165,789.23 36,615.27 1,202,41M.50 0.00
Chandler Asset Management-CONFIDENTIAL Page 5 Execution Time:7/42017 9:28:10 PM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 5/31/17 Thru 6/30/17
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
DISPOSITIONS
Maturity 06/09/2017 313385GR1 9,600,000.00 FHLB Discount Note 100.000 9,600,000.00 0.00 9,600,000.00 0.00
0,78%Due 6/9/2017
Maturity 06/12/2017 24422ESN0 1,000,000.00 John Deere Capital Corp Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00
1 A 25%Due 6/122017
Maturity, 06/122017 3139SADM1 5,157,000.00 FNMA Note 100.000 5,157,000.00 0.00 5,157,000.00 0.00
5.375%Due 61122017
Maturity, 06/152017 36960LTF2 1,000,000.00 General Electric Co Discount CP 99.847 1,000,000.00 0.00 1,000,000.00 0.00
0.85%Due 6/15/2017
Maturity 06/15/2017 89233GTF3 1,000,000.00 Toyota Motor Credit Discount CP 99.812 1,000,000.00 0.00 1,000,000.00 0.00
0.98%Due 6/15/2017
Maturity, 06/152017 912796LE7 17,500,000.00 US Treasury BILL 100.000 17,500,000.00 0.00 17,500,000.00 0.00
0.7%Due 6/152017
Maturity, 06/152017 912828WP1 10,000,000.00 US Treasury Note 100.000 10,000,000.00 0.00 10,000,000.00 0.00
0.875%Due 61152017
Maturity 06/15/2017 94988J21-0 500,000.00 Wells Fargo Bank Callable Note Otrly 100.000 500,000.00 0.00 500,000.00 0.00
6/15/2016Due 611 512 01 7
Maturity, 06/292017 3137EADH9 2,000,000.00 FHLMC Note 100.000 2,000,000.00 0.00 2,000,000.00 0.00
1%Due 629/2017
Subtotal 47,757,000,00 47,757,000.00 0.00 47,757,BD0.00 0.00
Security 06/152017 261908107 21,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 21,000,000.00 0.00 21,000,000.00 0.00
Withdrawal
Subtotal 21,000,000.00 21,000,000.00 0.00 21,000,000.00 0.00
TOTAL DISPOSITIONS 106,196,934.51 106,196,934.51 36,615.27 106,233,549.78 0.00
OTHER TRANSACTIONS _
Interest 06/01/2017 060505DP6 3,800,000.00 Bank of America Corp Note 0.000 109,250.00 0.00 109,250.00 0.00
5.75%Due 12/1/2017
Interest 06/012017 73358WAG9 2,440,000.00 Port Authority of NV&NJ TE-REV 0.000 64,769.80 0.00 64,769.80 0.00
5.309%Due 12/1/2019
Interest 06/052017 166764AA8 2,000,000.00 Chevron Carp Callable Note Cont 11/5/17 0.000 11,040.00 0.00 11,040.00 0.00
1.104%Due 12/5/2017
Interest 06/062017 369604BC6 1,000,000.00 General Electric Go Note 0.000 26,250.00 0.00 26,250.00 0.00
5.25%Due 12/6/2017
Interest 06/122017 24422ESNO 1,000,000.00 John Deere Capital Corp Note 0.000 5,625.00 0.00 5,625.00 0.00
1.125%Due 6/12/2017
Interest 06/122017 313383HU8 5,000,000.00 FHLB Note 0.000 43,750.00 0.00 43,750.00 0.00
1.75%Due 6/12/2020
Chandler Asset Management-CONFIDENTIAL Page 6 Execution Tim.:7142017 9:2e:10 PM
�'" Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 5/31/17 Thru 6/30/17
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
OTHER TRANSACTIONS
Interest 06/12/2017 31398ADM1 5,157,000.00 FNMA Note 0.000 138,594.38 0.00 138,594.38 0.00
5,375%Due 6/12/2017
Interest 06/14/2017 3135GOG72 5,000,000.00 FNMA Note 0.000 28,125.00 0.00 28,125.00 0.00
1.125%Due 12/14/2018
Interest 06/15/2017 458140AL4 2,000,000.00 Intel Corp Note 0.000 13,500.00 0.00 13,500.00 0.00
1.35%Due 12115/2017
Interest 06/15/2017 459058EJB 5,000,000.00 Ind.Bank Recon&Development Nate 0.000 25,000.00 0.00 25,000.00 0.00
1%Due 6/1 512 01 8
Interest 06/15/2017 912828WP1 10,000,000.00 US Treasury Note 0.000 43,750.00 0.00 43,750.00 0.00
0.875%Due 6/152017
Interest 06/152017 94988J210 500,000.00 Wells Fargo Bank Callable Note C01y 0.000 1,T7.67 0.00 1,777.67 0.00
6/15/2016Due 611 512 01 7
Interest 06/222017 3135GOD75 5,000,000.00 FNMA Note 0.000 37,500.00 0.00 37,500.00 0.00
1.5%Due 622/2020
Interest 06/29/2017 3137EADH9 2,000,000.00 FHLMC Note 0.000 10,000.00 0.00 10,000.00 0.00
1%Due 6/29/2017
Interest 06/302017 912828WS5 2,000,000.00 US Treasury Note 0.000 16,250.00 0.00 16,250.00 0.00
1.625%Due 61302019
Subtotal 51,897,000.00 575,181.85 0.00 575,181.85 0.00
Dividend 06/02/2017 261908107 7,631,489.79 Dreyfus Trsy/Agcy Cash Management 521 0.000 5,274.55 0.00 5,274.55 0.00
Dividend 06/02/2017 261908107 6,112,340.19 Dreyfus Trsy/Agcy Cash Management 521 0.000 5,041.51 0.00 5,041.51 0.00
Dividend 06/03/2017 261908107 6,117,381.70 Dreyfus Trsy/Agcy Cash Management 521 0.000 1.36 0.00 1.36 0.00
Subtotal 19,861,211.68 10,317A2 0.00 10,317.42 0.00
TOTAL OTHER TRANSACTIONS 71,758,211.68 585,499.27 0.00 585,499.27 0.00
Chandler Asset Management-CONFIDENTIAL Page 7 Execution Time:7/42017 9:28:10 PM
OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir.
07/05/17 07/26/17
AGENDA REPORT IbernNumber Item Number
z a
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: DIGESTER CLEANING CONTRACT
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Service Contract with Synagro-W WT, Inc., the lowest responsive and
responsible bidder, for Digester Cleaning, Specification No. S-2017-82413D, for an
18-month period beginning September 1, 2017 through February 28, 2019, for an
amount not to exceed $3,953,958 with four (4) additional 18-month renewal
options; and
B. Approve a contingency of$395,396 (10%) aggregately per contract period.
BACKGROUND
Digesters are used to stabilize organic solids from primary and secondary treatment
processes for ultimate reuse as well as to produce digester gas to power the Orange
County Sanitation District's (Sanitation District) Central Generation facilities. Staff
periodically cleans the digesters to remove the accumulated grit and rags that inhibit their
performance. The previous digester-cleaning contract expired in November 2016. Staff
recommends Synagro-W WT, Inc. be awarded the digester cleaning contract as the lowest
responsive and responsible bidder. Approving the recommendation will allow the
Sanitation District to maintain its current goal of completing four digester cleanings every
18 months.
RELEVANT STANDARDS
• Support Biosolids Management Program
• Efficiency efforts reduce the cost to provide the current service level or standard
• Maintain a proactive asset management program
PROBLEM
Periodic digester cleaning to remove materials that build up over time is required to
maintain process capacity. Additionally, it provides an opportunity to assess the structural
and mechanical conditions of the digesters after cleaning.
Page 1 of 3
PROPOSED SOLUTION
Approval of a digester cleaning contract with Synagro-WWT, Inc. to complete the
necessary work.
TIMING CONCERNS
Timely approval of the contract will enable staff to stay on track with the cleaning
schedule.
RAMIFICATIONS OF NOT TAKING ACTION
Poorer performance of the digesters and elevated future rehabilitation costs.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
This Contract was competitively bid with 14 prospective bidders. Six bid packages were
received by the Sanitation District and are listed below.
Bidder Total Cost
NRC Environmental (Non-Responsive) $2,624,362
Synagro-WWT, Inc. $3,953,958
Wastewater Solids $5,108,995
American Process $6,438,219
Pipe and Plant $8,898,672
National Plant $15,149,000
The bids received are based upon a unit cost per dry ton of material removed and
disposed of, as well as equipment mobilization and demobilization.
The bid from NRC Environmental was deemed Non-Responsive as it did not provide any
valid references as required by the Notice Inviting Bid (NIB) for Specification
No. S-2017-824BD, to demonstrate its capabilities to provide digester cleaning services.
CECIA
N/A
Page 2 of 3
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted in the Division 8701880 budget (Line item:
Repairs & Maintenance, Section 6 pages 92 and 96).
Date of Approval Contract Amount Contingency
07/26/2017 $3,953,958 $395,396
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the
complete agenda package and attachments:
Digester Cleaning Services Contract
Page 3 d 3
SERVICE CONTRACT
Digester Cleaning Services
Specification No. S-2017.824BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Synagro-WWT, Inc.
with a principal place of business at 3845 Bilhell Lane,Suisun City,CA 94585(hereinafter referred
to as "Service Provider") collectively referred to as the "Parties".
WITNESETH
WHEREAS, OCSD desires to retain the services of Service Provider for Digester Cleaning
Services"Services"; and
WHEREAS, OCSD has chosen Service Provider to conduct Services in accordance with
Ordinance No. OCSD-47; and
WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Service Provider; and
WHEREAS, Service Provider is qualified by virtue of experience, training, and education and
expertise to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and
Service Provider. The Terms and Conditions herein exclusively govern the purchase of Services
as described in the Scope of Work, attached hereto and incorporated herein by reference as
Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract
as though fully set forth at length herein. Exhibits to this Contract are as follows in order of
precedence:
Exhibit"A" Scope of Work including all Appendices (including Addendum 1 -3.8.17)
Exhibit"B" Bid from Service Provider
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit"D" OCSD Safety Standards
Exhibit"E-J" Not Used
Exhibit X' Not Used (Addendum 3.17.17)
Exhibit"L" Not Used (Addendum 3.17.17)
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and
any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
Orange County Sanitation District 1 of 9 Specification No. S-2017-824BD
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
President's Day, Memorial Day, Independence Day, Labor Day,Veterans Day,Thanksgiving Day,
Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 The term "work days", when used in this Contract, shall be as defined in Exhibit"A".
1.9 Service Provider shall provide OCSD with all required premiums and/or overtime work at
no charge beyond the price provided under"Compensation" below.
1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Service Provider as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD to Service Provider for Services
under this Contract for a firm fixed price not to exceed the total amount of Three Million Nine
Hundred Fifty-Three Thousand Nine Hundred Fifty-Eight and 00/00 Dollars ($3,953,958.00).
3. California Department of Industrial Relations (D/R)Repistration and Record of
Wanes
3.1 To the extent Service Provider's employees and/or its Subcontractors 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, Service Provider and its Subcontractors shall comply with
the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the Work is subject to compliance monitoring and enforcement by the DIR.
3.2 The Service Provider and its Subcontractors shall maintain accurate payroll records and shall
comply with all the provisions of Labor Code Section 1776, and shall submit payroll records
to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-
compliance with the requirements of Section 1776 may be deducted from progress payments
per Section 1776.
3.3 Pursuant to Labor Code Section 1776, the Service Provider and its Subcontractors shall
furnish a copy of all certified payroll records to OCSD and/or general public upon request,
provided the public request is made through OCSD, the Division of Apprenticeship Standards
or the Division of Labor Enforcement of the Department of Industrial Relations.
3.4 The Service Provider and its Subcontractors shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code of
Regulation Section 16461(e).
4. Payments Payments shall be made upon approval by OCSD Project Manager, or his
designee, of invoices submitted for Services completed as described in Exhibit "A". Service
Provider shall submit monthly invoices including all deliverables per Exhibit"A",Section 4. OCSD,
at its sole discretion, shall be the determining party as to whether the Services have been
satisfactorily completed.
Orange County Sanitation District 2 of 9 Specification No. S-2017-824BD
5. Invoices
5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
5.2 Invoices shall be emailed by Service Provider to OCSD Accounts Payable at
APStafflaDOCSD.00m and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager and Specification No. S-2017-824131D.
6. Audit Rights Service Provider agrees that, during the term of this Contract and for a
period of three(3)years after its termination, OCSD shall have access to and the right to examine
any directly pertinent books, documents, and records of Service Provider relating to the invoices
submitted by Service Provider pursuant to this Contract.
7. Scone of Work Subject to the terms of this Contract, Service Provider shall perform the
Services attached hereto and incorporated herein Exhibit"A". Service Provider shall perform said
Services in accordance with generally accepted industry and professional standards.
6. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing and
signed by both Parties.
9. Contract Term The Services provided under this Contract shall be completed within
eighteen months (1 112) years beginning on September 1, 2017 through February 28, 2019.
(Addendum 3.17.17)
10. Renewals
10.1 OCSD may exercise the option to renew the Contract for up to four (4) eighteen month
periods based upon the criteria set forth in Exhibit "A", under the terms and conditions
contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to
renew. (Addendum 3.17.17)
10.2 Renewals may be made through the OCSD Purchase Order process.
11. Termination
11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Service Provider shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter,within thirty(30)days, pay
Service Provider for work performed (cost and fee) to the date of termination. Service Provider
expressly waives any claim to receive anticipated profits to be earned during the uncompleted
portion of this Contract. Such notice of termination shall terminate this Contract and release
OCSD from any further fee, cost or claim hereunder by Service Provider other than for work
performed to the date of termination.
11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's
determination that Service Provider is not meeting specification requirements, if the level of
service is inadequate, or any other default of this Contract.
11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by
written notice to Service Provider:
Orange County Sanitation District 3 of 9 Specification No. S-2017-824BD
• if Service Provider becomes insolvent or files a petition under the Bankruptcy Act; or
• if Service Provider sells its business; or
• if Service Provider breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
11.4 All OCSD property in the possession or control of Service Provider shall be returned by
Service Provider to OCSD upon demand, or at the termination of this Contract, whichever occurs
first.
12_ Insurance Service Provider and all subcontractors shall purchase and maintain,
throughout the life of this Contract and any periods of warranty or extensions, insurance in
amounts equal to the requirements set forth in the signed Acknowledgement of Insurance
Requirements (attached hereto and incorporated herein as Exhibit "C"). Service Provider shall
not commence work under this Contract until all required insurance is obtained in a form
acceptable to OCSD, nor shall Service Provider allow any subcontractor to commence service
pursuant to a subcontract until all insurance required of the subcontractor has been obtained.
Failure to maintain required insurance coverage shall result in termination of this Contract.
13. Bonds Not Used. (Addendum 3.17.17)
14. Indemnification and Hold Harmless Provision Service Provider shall assume all
responsibility for damages to property and/or injuries to persons, including accidental death,which
may arise out of or be caused by Service Provider's services under this Contract, or by its
subcontractor or by anyone directly or indirectly employed by Service Provider, and whether such
damage or injury shall accrue or be discovered before or after the termination of the Contract.
Except as to the sole active negligence of or willful misconduct of OCSD, Service Provider shall
indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers,
agents and employees, from and against any and all claims, liabilities, damages or expenses of
any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property
or interference with the use of property, arising out of or in connection with Service Providers
performance under the Contract,and/or(b)on account of use of any copyrighted or uncopyrighted
material, composition, or process, or any patented or unpatented invention, article or appliance,
furnished or used under the Contract, and/or (c) on account of any goods and services provided
under this Contract. This indemnification provision shall apply to any ads or omissions, willful
misconduct, or negligent misconduct, whether active or passive, on the part of Service Provider
of or anyone employed by or working under Service Provider. To the maximum extent permitted
by law, Service Provider's duty to defend shall apply whether or not such claims, allegations,
lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that
any of the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss,
damage, or injury. Service Provider agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel
acceptable to OCSD.
15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and Service Providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Service Provider is required to follow the
most stringent regulatory requirement at no cost to OCSD. Service Provider and all their
employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human
Orange County Sanitation District 4 of 9 Specification No. 5-2017-824BD
Resources Policies found at: OCSD.com, "Document Central", under the heading "About Us".
OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference
as though fully set forth herein in Exhibit"D".
16. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply:
16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at
date of completion of this Contract.
16.2 Service Provider's warranty: If, within the 12-month period following completion of its
Services, OCSD informs Service Provider that any part of the Services fails to meet the standards
required under this Contract, Service Provider shall, within the time agreed to by OCSD and
Service Provider, take all such actions as are necessary to correct or complete the noted
deficiency(ies)at Service Provider's sole expense.
17. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said
party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force
Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract.
19. Freight (F.O.B. Destination) Service Provider assumes full responsibility for all
transportation, transportation scheduling, packing, handling, insurance, and other services
associated with delivery of all products deemed necessary under this Contract.
20. Familiarity with Work By executing this Contract, Service Provider warrants that: 1) it
has investigated the work to be performed; 2) it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work
under this Contract. Should Service Provider discover any latent or unknown conditions materially
differing from those inherent in the work or as represented by OCSD, it shall immediately inform
OCSD of this and shall not proceed, except at Service Provider's risk, until written instructions are
received from OCSD.
21. Regulatory Reguirements Service Provider shall perform all work under this Contract in
strict conformance with applicable federal, state, and local regulatory requirements including, but
not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California
Water Codes Division 2.
22. Licenses. Permits. Ordinances and Regulations Service Provider represents and
warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of
whatever nature that are legally required to engage in this work. Any and all fees required by
State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed
under the terms of this Contract will be paid by Service Provider.
23. Applicable Laws and Regulations Service Provider shall comply with all applicable
federal, state, and local laws, rules, and regulations. Service Provider also agrees to indemnify
and hold harmless from any and all damages and liabilities assessed against OCSD as a result
of Service Provider's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically referenced.
Orange County Sanitation District 5 of 9 Specification No. S-2017-824BD
24. Contractor's Employees Compensation
24.1 Davis-Bacon Act— Not Used.
24.2 General Prevailing Rate— OCSD has been advised by the State of California Director of
Industrial Relations of its determination of the general prevailing rate of per diem wages and the
general prevailing rate for legal holiday and overtime work in the locality in which the work is to
be performed for each craft or type of work needed to execute this Contract, and copies of the
same are on file in the office of the engineer of OCSD. The Service Provider agrees that not less
than said prevailing rates shall be paid to workers employed on this Contract as required by Labor
Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have
on file copies of the prevailing rate of per diem wages at its principal office and at each job site,
which shall be made available to any interested party upon request.
24.3 Forfeiture For Violation - Service Provider shall, as a penalty to OCSD, forfeit fifty dollars
($50.00) for each calendar day or portion thereof for each worker paid (either by the Service
Provider or any subcontractor under it) less than the prevailing rate of per diem wages as set by
the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor
Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor
Code of the State of California.
24.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of
California, regarding the employment of apprentices are applicable to this Contract and the
Service Provider shall comply therewith if the prime Contract involves thirty thousand dollars
($30,000.00)or more or twenty(20)working days or more; or if contracts of specialty contractors
not bidding for work through the general or prime Contractor are two thousand dollars($2,000.00)
or more or five (5)working days or more.
24.5 Workday — In the performance of this Contract, not more than eight (8) hours shall
constitute a day's work, and the Service Provider shall not require more than eight (8) hours of
labor in a day from any person employed by him hereunder except as provided in General
Prevailing Rate above. Service Provider shall conform to Article 3, Chapter 1, Part 7 (Section
1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty,
the sum of twenty five dollars ($25.00)for each worker employed in the execution of this Contract
by Service Provider or any subcontractor for each calendar day during which any worker is
required or permitted to labor more than eight (8) hours in any one calendar day and forty (40)
hours in any one week in violation of said Article. Service Provider shall keep an accurate record
showing the name and actual hours worked each calendar day and each calendar week by each
worker employed by Service Provider in connection with the project.
24.6 Record of Wages: Inspection - Service Provider agrees to maintain accurate payroll
records showing the name, address, social security number,work classification, straight-time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker, or other employee employed by it in connection with the project
and agrees to require that each of its subcontractors do the same. All payroll records shall be
certified as accurate by the applicable Service Provider or subcontractor or its agent having
authority over such matters. Service Provider further agrees that its payroll records and those of
its subcontractors shall be available to the employee or employee's representative, the Division
of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply
with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance
with the requirements of Section 1776 may be deducted from project payments per the
requirements of Section 1776.
Orange County Sanitation District 6 of 9 Specification No. 5-2017-824BD
25. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Service Provider's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD).
All contract work practices, which may have associated emissions such as sandblasting, open
field spray painting or demolition of asbestos containing components or structures, shall comply
with the appropriate rules and regulations of the SCAQMD.
26. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of Califomia and the Parties submit to jurisdiction in Orange County, in the event any action
is brought in connection with this Contract or the performance thereof.
27. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Service Provider to which OCSD does not object shall not operate as a waiver of
OCSD's rights to seek remedies available to it for any subsequent breach.
26. Remedies In addition to other remedies available in law or equity, if the Service Provider
fails to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD
may(1)cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for
those due from Service Provider. In the event OCSD elects to"cover" as described in (3), OCSD
shall be entitled to recover from Service Provider as damages the difference between the cost of
the substitute goods or Services and the Contract price, together with any incidental or
consequential damages.
29. Dispute Resolution
29.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
29.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators
shall select a third. Discovery may be conducted in connection with the arbitration proceeding
pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, orthree arbitrators
acting as a board, shall take such evidence and make such investigation as deemed appropriate
and shall render a written decision on the matter in question. The arbitrator shall decide each
and every dispute in accordance with the laws of the State of California. The arbitrator's decision
and award shall be subject to review for errors of fact or law in the Superior Court for the County
of Orange, with a right of appeal from any judgment issued therein.
30. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
Orange County Sanitation District 7 of 9 Specification No. S-2017-824BD
31. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
32. Severability If any section, subsection, or provision of this Contract, or any agreement
or instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
33. Damage to OCSD's Property Any of OCSD's property damaged by Service Provider,
any subcontractors or by the personnel of either will be subject to repair or replacement by Service
Provider at no cost to OCSD.
34. Disclosure Service Provider agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
35. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Service Provider an OCSD
employee. During the performance of this Contract, Service Provider and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers, employees,
or agents. Service Provider and its officers, employees, and agents shall obtain no rights to any
benefits which accrue to OCSD's employees.
36. Limitations upon Subcontracting and Assignment Service Provider shall not delegate
any duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
37. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Service Provider.
36. Non-Liability of OCSD Officers and Emplovees No officer or employee of OCSD shall
be personally liable to Service Provider, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Service Provider or to its
successor, or for breach of any obligation for the terms of this Contract.
39. Read and Understood By signing this Contract, Service Provider represents that he has
read and understood the terms and conditions of the Contract.
40. Authority to Execute The persons executing this Contract on behalf of the Parties
warrant that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
41. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings,
and negotiations between the Parties with respect to the subject matter hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2017-824BD
42. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address for which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Hadaway
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
SERVICE PROVIDER: Synagro-WWT, Inc.
3845 Bithell Lane
Suisun City, CA W85
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Seboum, PLS
Chair, Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts, Purchasing and Materials
Management Manager
SYNAGRO-WWT, INC.
Dated: By:
Print Name and Title of Officer
IRS Employers I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2017-824BD
OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir.
07/05/17 07/26/17
AGENDA REPORT emNumber hem Number
3 5
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations & Maintenance
SUBJECT: LIGHT DUTY TRUCK COOPERATIVE PROCUREMENT WITH
NATIONAL AUTO FLEET GROUP
GENERAL MANAGER'S RECOMMENDATION
Approve the purchase of four light duty trucks using the National Joint Powers Alliance
cooperative Contract Number 120716-NAF with National Auto Fleet Group for a total cost
of $148,000 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative
Purchases.
BACKGROUND
The Orange County Sanitation District (Sanitation District) fleet has approximately 200
cars and trucks. The Sanitation District budgeted for replacement of four light duty trucks
that are at the end of their useful life or that require excessive maintenance to keep
operational.
RELEVANT STANDARDS
• Participate in National Joint Powers Authority (NJPA) cooperative purchasing
program
• Consider life-cycle costs in all decisions
PROBLEM
The Sanitation District identified four light duty trucks for replacement in FY 2016-17. The
existing trucks have reached the end of their useful life and are encountering excessive
repairs or are no longer operational.
PROPOSED SOLUTION
Staff is seeking approval to purchase four replacement vehicles.
TIMING CONCERNS
These light duty trucks are used by maintenance staff in the treatment plant and
collections systems.
Page 1 of 2
RAMIFICATIONS OF NOT TAKING ACTION
If these vehicles are not replaced, the Sanitation District may incur excessive
maintenance repairs and exposure to safety and reliability issues.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Seeking the lowest price, the Sanitation District is utilizing the NJPA agreement. The
NJPA is a public agency that serves as a cooperative for over 50,000 member agencies
nationally. The Sanitation District is a member of the NJPA at no cost. NJPA offers a
multitude of cooperatively contracted products, equipment, and services opportunities to
education and government entities throughout the country.
This purchase of four vehicles is in accordance with the NJPA agreement contract with
National Auto Fleet Group is in accordance with the Sanitation District's Purchasing
Ordinance, Section 2.03B. The Contract Number 120716-NAF Category Fleet Services,
Parts & Equipment is in effect through January 17, 2021. The total cost includes
California state sales tax, freight, and all applicable fees.
All NJPA contracts have been competitively solicited nationally, reviewed, evaluated by
committee, and recommended to the NJPA Board of Directors for award with the
Minnesota public purchasing rules and regulations applicable to NJPA. Each solicitation
is issued on behalf of NJPA members nationwide. Each request for proposal (RFP)
advises all responders that NJPA desires a vendor who can sell and service participating
members in all 50 states. All RFP respondents understand that these contracts will be
under consideration for use by government, education, and non-profit member agencies
throughout the United States.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. These items have been budgeted through the Capital Equipment Budget
Summary (Fiscal Year 2016-2017 Budget Section 8 (Line Item: 822-Fleet Services,
Pages 104-105).
Date of Aooroval Contract Amount Contlnaencv
07/26/2017 $148,000
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
N/A
Page 2 of 2
OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir.
07/05/17 07/26/17
AGENDA REPORT emNumber Item Number
5 6
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: PURCHASE OF SODIUM HYPOCHLORITE, SPECIFICATION NO.
C-2017-853BD
GENERAL MANAGER'S RECOMMENDATION
A. Award an Agreement to JCI Jones Chemicals, Inc. for the purchase of sodium
hypochlorite (bleach), Specification No. C-2017-853BD, for the period
September 1, 2017 through August 31, 2018, for a unit price of $0.51/gallon
delivered, plus applicable sales tax, for an estimated annual amount of
$626,726.25, with four(4) one-year renewal options; and
B. Approve a (10%) unit price contingency.
BACKGROUND
Bleach has historically been used at the Orange County Sanitation District (Sanitation
District)treatment plants for disinfection of plant water and odor control. Bleach is added
to the chemical scrubbers at the treatment plants to remove hydrogen sulfide from the
odorous air from the sewers and treatment processes. Staff estimates approximately
1,130,000 gallons of bleach usage during this contract period.
RELEVANT STANDARDS
• Zero odor incidents/events under normal operating conditions for Plants 1 and 2
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
PROBLEM
The wastewater treatment processes at Plant Nos. 1 and 2 generate foul odors that must
be controlled to minimize adverse impact to our neighbors.
PROPOSED SOLUTION
Bleach has been effective in controlling hydrogen sulfide odors from our treatment
facilities and is an effective disinfectant for plant water.
Page 1 d 2
TIMING CONCERNS
Our current contract expires on August 31, 2017, and there are no renewals.
RAMIFICATIONS OF NOT TAKING ACTION
Shortages in available bleach will impede our ability to mitigate odor at both plants and
result in increased odor to the surrounding neighbors.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Sanitation District advertised for a-bids for the purchase of bleach on April 6, 2017.
Two sealed bids were received on May 16, 2017. The bids were evaluated in accordance
with the Sanitation District's policies and procedures. Staff recommends awarding a
chemical purchase contract to the lowest responsive and responsible bidder, JCI Jones
Chemicals, Inc., for the purchase of bleach. The following is a summary of the bids
received.
Bidder Amount of Bid (Excluding Applicable Sales Tax)
Olin Corporation $615,850
JCI Jones Chemicals, Inc. $576,300
Univar USA Inc No bid
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted in the Division 830 and 840 operating budgets
(Section 6, Line item: Supplies, Pages 84 and 88).
Date of Approval Contract Amount Contingency
07/26/2017 $0.51(unit price) 10%unit price contingency
ATTACHMENTS:
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
• Sodium Hypochlorite Agreement, Specification No. C-2017-853BD
Page 2 of 2
AGREEMENT
FOR PURCHASE OF SODIUM HYPOCHLORITE— NaOCI (BLEACH) SOLUTION
SPECIFICATION NO. C-2017.853BD
THIS AGREEMENT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and JCI Jones Chemicals,
Inc. with a principal place of business at 1401 Del Amo Boulevard, Torrance, CA 90501
(hereinafter referred to as "Supplier") collectively referred to as the "Parties".
W/TNESETH
WHEREAS, OCSD requires Sodium Hypochlorite Solution in its sewage treatment process and
has prepared Scope of Work (attached hereto and incorporated herein by reference as Exhibit
"A")for the purchase of said Sodium Hypochlorite Solution;
WHEREAS, sealed bids for the Purchase of Sodium Hypochlorite Solution, Specification No.
C-2017-853BD were solicited, received, and opened on May 16, 2017; and
WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized
execution of this Agreement between OCSD and Supplier; and
WHEREAS, OCSD has chosen Supplier to provide Sodium Hypochlorite Solution in accordance
with Ordinance No. OCSD-47; and
NOW, THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and
Supplier. The terms and conditions herein exclusively govern the purchase of Sodium
Hypochlorite Solution as described in the Scope of Work/Technical Specifications, attached
hereto and incorporated herein by reference as Exhibit"A".
1.2 Exhibits to this Agreement are incorporated by reference and made a part of this
Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in
order of precedence:
Exhibit"A" Scope of Work/Technical Specifications
Exhibit"B" Bid from Supplier
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit"D" OCSD Safety Standards
1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and
any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects
govern and control.
2. Delivery
2.1 LOCATION: Deliveries shall be made to Plant 1 located at 10844 Ellis Avenue, Fountain
Valley, CA 92708 and Plant No. 2 at 22212 Brookhurst Street, Huntington Beach, CA. in
accordance with Exhibit"A"inclusive of its attachments. Complete orders will be delivered F.O.B.
Destination, and shall include unloading chemical into OCSD's Sodium Hypochlorite tanks.
Orange County Sanitation District 1 Of 8 Specification No. C-2017-853BD
N1415
2.2 OCSD will pay only for the actual gallons of Sodium Hypochlorite Solution delivered,
based upon certified tare weight and net weight. Gallons invoiced by Supplier and payable by
OCSD will be for the total net gallons of Sodium Hypochlorite Solution delivered (loaded gross
weight minus the tare weight). Tare weight shall be determined immediately after each delivery
and prior to cleaning, emptying or clearing the delivery tank.
2.3 A delivery statement shall accompany all shipments and state the weight,gallons, specific
gravity of the product and percent delivered.
3. Possession
Ownership and control of all Sodium Hypochlorite Solution delivered pursuant to this
Agreement shall remain solely and exclusively with Supplier, until complete transfer of possession
by delivery to OCSD at the designated location is made from Supplier.
4. Quand
4.1 OCSD makes no guarantee to actual use or quantity of Sodium Hypochlorite Solution
purchased. Use may be sporadic based on the wastewater treatment requirements unique to the
treatment plant.
4.2 OCSD will, through the term of this Agreement, purchase Sodium Hypochlorite Solution
from Supplier exclusively, except when OCSD determines Supplier cannot make delivery within
the time specified, with the quality and quantity specified, at the Agreement price, the level of
service is inadequate,OCSD unapproved increase in active dry pound rate or for any other default
or breach of this Agreement. In such event, OCSD may purchase Sodium Hypochlorite Solution
elsewhere and charge Supplier any difference in the delivered price to OCSD from that provided
in this Agreement, or alternatively, OCSD may terminate the Agreement based on said breach or
failure to deliver the specified product. Quality control tests will be performed by OCSD on the
delivered Sodium Hypochlorite Solution to ensure that Specifications are attained.
5. Pricing and Invoicina
5.1 Supplier will invoice monthly for delivered Sodium Hypochlorite Solution per Exhibit "A",
and at the price(s) listed in the Bid Price Form (attached hereto and incorporated herein by
reference as Exhibit "B"). Prices shall include all cartage and taxes per gallon except California
State Sales Tax. The sales tax will be paid by OCSD.
5.2 OCSD shall pay, Net 30 days, upon receipt and approval by the OCSD Project Manager,
or designee of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable
audit of the charges thereon. All invoices must reference the Purchase Order Number. Supplier
will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley,
CA 92708, attention Accounts Payable. All invoices shall include a description of the delivery
location,the delivery date and the unit price.All cash discounts shall be taken and computed from
the date of completion of tasks or acceptance of equipment, material, installation and training, or
from the date of receipt of invoice, whichever occurs last.
6. Modifications
6.1 This Agreement may be modified or changed only by written instrument in the form of an
amendment to this Agreement signed by both Parties.
6.2 Pricing modifications: The prices established in this Agreement shall remain firm for the
one-year Agreement term.Quarterly pricing will not be accepted.Any adjustments made will allow
for increases or decreases in the manufactured cost of the Sodium Hypochlorite Solution and will
Orange County Sanitation District 2 of 8 Specification No. C-2017-853BD
N1415
be based upon OCSD validated information furnished by Supplier and OCSD sources.
Adjustments will only be reviewed on an annual basis. OCSD reserves the right to agree with or
reject the proposed price increase or decrease.
6.3 Price changes may be made through the OCSD Purchase Order Process.
7. Aareement Term
The purchase of Sodium Hypochlorite Solution under this Agreement shall be for the
period of one (1) year commencing on September 1, 2017 and continuing through August 31,
2018.
8. Renewals
8.1 OCSO may exercise the option to renew the Agreement for up to four(4)one-year periods
based upon the criteria set forth in Exhibit "A", if mutually acceptable terms can be negotiated.
OCSD shall make no obligation to renew nor give reason if it elects not to renew. The prices
established in the original Agreement may be adjusted. Refer to Section titled Modifications listed
above for pricing modifications.
8.2 Renewals may be made through the OCSD Purchase Order Process.
9. Termination
9.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without
cause, in whole or in part, at any time, by written notice to Supplier from OCSD. Upon receipt of
a termination notice,Supplier shall immediately discontinue all work under this Agreement(unless
the notice directs otherwise). OCSD shall thereafter,within thirty (30)days, pay Supplier for work
performed(cost and fee)to the date of termination.Supplier expressly waives any claim to receive
anticipated profits to be earned during the uncompleted portion of the Agreement. Such notice of
termination shall terminate this Agreement and release OCSD from any further fee, cost or claim
hereunder by Supplier other than for work performed to the date of termination.
9.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's
determination that Supplier is not meeting specification requirements for delivery of quantities
needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved
increase in rate, or any other default or breach of this Agreement.
9.3 OCSD may also terminate the Agreement for default in whole or in part by written notice
to Supplier from OCSD:
9.3.1 if Supplier becomes insolvent or files a petition under the Bankruptcy Act; or
9.3.2 if Supplier sells its business; or
9.3.3 if Supplier breaches any of the terms of this Agreement.
9.4 All OCSD property in the possession or control of Supplier shall be returned by Supplier
to OCSD upon demand, or at the termination of this Agreement, whichever occurs first.
10. Indemnification and Hold Harmless
Supplier shall assume all responsibility for damages to property and/or injuries to persons,
including accidental death, which may arise out of or be caused by Suppliers services under this
Agreement, or by its subcontractor or by anyone directly or indirectly employed by Supplier, and
Orange County Sanitation District 3 of 8 Specification No. C-2017-853BD
N1415
whether such damage or injury shall accrue or be discovered before or after the termination of
the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Supplier
shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials,
officers, agents and employees, from and against any and all claims, liabilities, damages or
expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or
damage to property or interference with the use of property, arising out of or in connection with
Supplier's performance under this Agreement, and/or (b) on account of any goods and services
provided under this Agreement. This indemnification provision shall apply to any acts or
omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of
Supplier of or anyone employed by or working under Supplier. To the maximum extent permitted
by law, Supplier's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of the
parties to be defended were actively, passively, or concurrently negligent, or which otherwise
assert that the parties to be defended are responsible, in whole or in part, for any loss, damage,
or injury. Supplier agrees to provide this defense immediately upon written notice from OCSD,
and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD.
11. Insurance
Supplier shall purchase and maintain, throughout the life of this Agreement and any
periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the
signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein
by reference as Exhibit "C"). Supplier shall not commence work under this Agreement until all
required insurance is obtained in a form acceptable to OCSD, nor shall Supplier allow any
subcontractor to commence service pursuant to a subcontract until all insurance required of the
subcontractor has been obtained. Failure to maintain required insurance coverage shall result in
termination of this Agreement.
12. Equipment Loss
OCSD will be responsible for any loss or damage to Supplier-owned equipment, when
OCSD determines OCSD is at fault, and will reimburse Supplier for such loss or damage upon
receipt of invoices, less a deduction for any amount determined to be the fault of Supplier.
13. Conflict of Interest and Reporting
Supplier shall at all times avoid conflict of interest or appearance of conflict of interest in
performance of this Agreement.
14. Supplier's Relationship to OCSD
Supplier's relationship to OCSD in the performance of this Agreement is that of an
independent contractor. The personnel performing services under this Agreement shall, at all
times, be under Supplier's exclusive direction and control, and shall be employees of Supplier
and not employees of OCSD. Supplier shall pay all wages, salaries and other amounts due its
employees in connection with this Agreement, and shall be responsible for all legal reports and
obligations respecting them, such as social security, income tax withholding, unemployment
compensation, worker's compensation and similar matters.
15. Safety and Accident Prevention
15.1 General: In addition to the requirements set forth in Exhibit "A", Supplier shall meet with
personnel from OCSD'S Risk Management Division to review safety and accident prevention
policies and procedures prior to its initial delivery. All subcontractors should be present at this
meeting. Supplier is responsible to inform all subcontractors of the items discussed at this
meeting. This meeting shall occur within five (5)working days of the effective date of the Notice
to Proceed. Supplier and all their employees and subcontractors, shall adhere to all applicable
Orange County Sanitation District 4 of 8 Specification No. C-2017-853BD
N1415
OCSD Safety Standards, as well as Safety Policy SOP-607, Hazard Communication and SOP-
102, PPE and Human Resources Policies found at: OCSD.com, "Document Central", under the
heading "About Us". OCSD's Safety Standards and Human Resource Policies are hereby
incorporated by reference as though fully set forth herein in Exhibit"D".
16. Drug-Free Workplace
All employees of Supplier who will perform work under this Agreement must adhere to the
California Drug-Free Workplace Act, Government Code Sections 8350 through 8357.
17. Assianments
Neither this Agreement nor any interest herein or any claim hereunder may be assigned
by Supplier either voluntarily or by operation of law, nor may all or substantially all of this
Agreement be further subcontracted by Supplier without the prior written consent of OCSD.
18. Attorney's Fees
If any action at law or in equity 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.
19. Permits. Ordinances and Requisitions
Any and all fees required by Federal, State, County, City and/or local laws, codes and/or
tariffs that pertain to work performed under the terms of this Agreement shall be paid by Supplier.
Fees demanded for obtaining certificates, including associated inspection fees and expenses of
regulatory body inspectors shall be paid by Supplier.
20. Training Certification
When required by regulation, certificates of training shall be maintained on-site for the
duration of the activity that requires an employee of Supplier to be certified. Certificates shall be
current. Lack of certificates when required will be cause for removal of offending personnel from
the site, termination of the Agreement, or both.
21. Compliance With Law
Supplier warrants that under the performance of this Agreement, it shall comply with all
applicable Federal, State and local laws, and all lawful orders rules and regulations thereunder.
In connection with the execution of this Agreement, Supplier shall not discriminate against
employees or an applicant for employment because of race, religion, color, sex or national origin.
Supplier shall take affirmative action to ensure that applicants are employed and employees are
treated during their employment without regard to their race, religion, color, sex or national origin.
Such action shall include, but not be limited to, the following: employment, upgrading, demotion
or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay,or other forms
of compensation; and selection for training, including apprenticeship.
22. Disputes
22.1 This Agreement shall be governed by and interpreted under the laws of the State of
California and the Parties submit to jurisdiction in Orange County, in the event any action is
brought in connection with this Agreement or the performance thereof. Pending final resolution of
a dispute hereunder, Supplier shall proceed diligently with the performance of this Agreement and
in accordance with OCSD'S decision.
22.2 In the event of a dispute as to the construction or interpretation of this Agreement, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation.The Parties shall mutually select a mediatorto facilitate the resolution of the dispute.
Orange County Sanitation District 5 of 8 Specification No. C-2017-853BD
N1415
If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance
with the Commercial Mediation Rules of the American Arbitration Agreement, through the
alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS'), or any similar organization or entity conducting an alternate dispute
resolution process.
22.3 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or
in the absence of Agreement, each Party shall select an arbitrator, and those two (2) arbitrators
shall select a third. Discovery may be conducted in connection with the arbitration proceeding
pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3)
arbitrators acting as a board, shall take such evidence and make such investigation as deemed
appropriate and shall render a written decision on the matter in question. The arbitrator shall
decide each and every dispute in accordance with the laws of the State of California. The
arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior
Court for the County of Orange, with a right of appeal from any judgment issued therein.
23. Right to Review Services. Facilities. and Records
23.1 OCSD reserves the right to review any portion of the services performed by Supplier under
this Agreement, and Supplier agrees to cooperate to the fullest extent possible. Supplier shall
furnish to OCSD such reports, statistical data, and other information pertaining to Supplier's
services as shall be reasonably required by OCSD to carry out its rights and responsibilities under
its agreements with its bondholders or noteholders and any other agreement relating to the
development of the project(s) and in connection with the issuance of its official statements and
other prospectuses with respect to the offering, sale, and issuance of its bond and other
obligations.
23.2 The right of OCSD to review or approve drawings, specifications, procedures, instructions,
reports, test results, calculations, schedules, or other data that are developed by Supplier shall
not relieve Supplier of any obligation set forth herein.
24. Incorporated Documents
24.1 In the event of any conflict or inconsistency between the provisions of this Agreement and
any of the provisions of the other incorporated documents, the provisions of this Agreement shall
in all respects govern and control.
25. Severability
Any provision of this Agreement which is found to be invalid or unenforceable shall be
ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability
of such provision shall not affect the validity or enforceability of the remaining provisions hereof.
26. Waiver
The waiver of either Party of any breach or violation of, or default under, any provision of
this Agreement, shall not be deemed a continuing waiver by such Party of any other provision or
of any subsequent breach or violation of this Agreement or default thereunder.
27. Breach
Any breach by Supplier to which OCSD does not object shall not operate as a waiver of
OCSD to seek remedies available to it for any subsequent breach.
Orange County Sanitation District 6 of 8 Specification No. C-2017-853BD
N1415
26. Public Contracts Law
OCSD is subject to the provisions listed in the prevailing wage determination made by the
Director of Industrial Relations pursuant to California Labor Code part 7, Chapter 1, Article 2,
Sections 1770, 1773 and 1773.1. It is agreed that all provisions of law applicable to public
contracts are part of this Agreement to the same extent as though set forth herein and will be
complied with by Supplier. Supplier shall not pay less than the prevailing wage.
29. South Coast Air Quality Management District's (SCAQMD) Requirements
It is Supplier's responsibility that all equipment furnished and installed be in accordance
with the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All contract work practices, which may have associated emissions shall comply with
the appropriate rules and regulations of the SCAQMD.
30. Performance
Time is of the essence in the performance of the provisions hereof.
31. Familiarity with Work
liy executing this Agreement, Supplier warrants that: 1) it has investigated the work to be
performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3)it
understands the facilities, difficulties and restrictions of the work under this Agreement. Should
Supplier discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed,
except at Supplier's risk, until written instructions are received from OCSD.
32. Damage to OCSD'S Property
Any OCSD property damaged by Supplier,any subcontractor,or by the personnel of either
will be subject to repair or replacement by Supplier at no cost to OCSD.
33. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than OCSD and Supplier.
34. Authority to Execute
The persons executing this Agreement on behalf of the Parties warrant that they are duly
authorized to execute this Agreement and that by executing this Agreement, the Parties are
formally bound.
35. Read and Understood
lay signing this Agreement, Supplier represents that it has read and understood the terms
and conditions of the Agreement.
36. Entire Agreement
This Agreement constitutes the entire agreement of the Parties and supersedes all prior
written or oral and all contemporaneous oral agreements, understandings, and negotiations
between the Parties with respect to the subject matter hereof.
Orange County Sanitation District 7 of 8 Specification No. C-2017-853BD
N1415
37. Notices
All notices under this Agreement must be in writing. Written notice shall be sent by
registered or certified mail, postage prepaid, return receipt requested, or by any other overnight
delivery service which delivers to the noticed destination and provides proof of delivery to the
sender. Any facsimile notice must be followed within three (3) days by written notice. All notices
shall be effective when first received at the following addresses:
OCSD: Michelle Hadaway
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
Supplier: JCI Jones Chemicals, Inc.
1401 Del Amo Blvd.
Torrance, CA 90501
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Agreement to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts, Purchasing and Materials
Management Manager
JCI JONES CHEMICALS, INC.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 8 of 8 Specification No. C-2017-853BD
N1415
EXHIBIT A
TECHNICAL SPECIFICATIONS
PURCHASE OF SODIUM HYPOCHLORITE - NaOCI (BLEACH) SOLUTION
SPECIFICATION NO. C-2017-853BD
1. Summary - The product supplied shall be Sodium Hypochlorite. The technical
specifications are as follows:
A. General Requirements:
The bleach (Sodium Hypochlorite, NaOCI) shall be liquid, shall be in accordance with
AW WA standard B300-10, and shall be meet the following specifications:
Parameter Specification
Sodium hypochlorite, weight by weight, % 12.5-15.0
Specific gravity -1.19
Free alkalinity as NaOH by weight, % 0.2 minimum, 1.0 maximum
Appearance Clear yellowish-green liquid
Available Chlorine, weight by weight , % 11.9-14.3
B. Purity Requirements:
The sodium hypochlorite shall not exceed the following concentrations of impurities:
Parameter Maximum Allowable Value
Iron, 1 2
Copper, ppm 0.1
Nickel, ppm 0.1
Manganese, ppm 0.1
Insoluble, by weight, % 0.15
Suspended solids quality test using vacuum < 3
filtration for 1 liter, with 0.8 um filter paper, 20
mm H . minutes
Product Reauirements - Orange County Sanitation District (OCSD) does not guarantee
any minimum or maximum usage of solution, but it is estimated that the annual usage at
Plant 1 and 2 will be 460,000 and 670,000 gallons, respectively for a total of 1,130,000
gallons.The quantity mentioned is an estimate only. Supplier must be able to demonstrate
they can provide 1,130,000 gallons of bleach in one year and can deliver daily. Deliveries
will be limited to a maximum of 5,000 gallons per load and allow for the load quantity to
be split for smaller, 4,000 gallon storage tanks. Multiple truckloads may be required at
both plants on any given day. Every truckload will be split typically amongst 2 or 3 storage
tanks. Supplier must include all charges associated with the contract including deliveries
to multiple chemical tanks and fuel surcharge in the unit price per gallon and/or freight per
gallon as submitted in the Bid.
Chemical shall conform to the requirements of AWWA B300-10. The product supplied
shall be of new manufacture and shall not be a reconstituted, reclaimed, or spent product.
OCSD will conduct routine analyses of delivered chemical. The supplier shall provide
EXHIBIT A 1 of 2 Specification No. C-2017-853BD
quarterly a sample report analysis which will include constituents listed under 1.A. General
Requirements and 1.B. Purity Requirements for OCSD, additional analysis maybe
required upon request by OCSD. The chemical must meet minimum specification of
bleach at the time of delivery.
OCSD reserves the right to reject a load if the concentration of that batch is not within the
specified range of Sodium hypochlorite, weight by weight 12.5% - 15%. Repeated
deviations of the product from the specifications of more than two times per calendar
month may be used as grounds for terminating the Contract.
2. Delivery of Bleach - Scheduled deliveries will be made seven days a week from 7:00
a.m. to 4:00 p.m. Under normal conditions, OCSD will provide a two-day notification,
except in emergency situations whereby a twenty-four (24) hour notice for delivery is
required.
A delivery statement shall accompany all shipments and state delivered weight, delivered
gallons, specific gravity of the product being shipped and percent Sodium Hypochlorite of
the delivered solution. A separate certificate of analysis will accompany each load with
the percent Sodium Hypochlorite and specific gravity.
Supplier must verify delivery connections type and size for the storage tanks.
OCSD's plant gates are equipped with intercoms for the purpose of announcing arrivals.
Please follow instructions- DO NOT BLOW HORNS. Please reference Chemical Delivery
Unloading Procedures, Attachment"A-2".
3. Spill Response Plan - Supplier shall have and maintain an effective spill response plan
for in plant spills and in-route spills to minimize environmental impacts. Said plan must be
forwarded in writing to OCSD within thirty days of the date of the Notice to Proceed, before
meeting with OCSD's Safety Division, and before chemical is delivered. Supplier must be
able to demonstrate drivers have been properly trained if OCSD requests records.
4. Safe — Orange County Sanitation Districts requires hard hats,safety glasses and safety
shoes be worn on the plant premises. Drivers shall comply with OCSD safety policies
while on the plant process sites.Safety equipment shall be provided by Supplier. Chemical
safety goggles are required when working in designated areas. Face shields may also be
required to be worn when working around pressured chemical systems at connections,
disconnections, adjustments and observations. It is the responsibility of Supplier to inform
the delivery truck drivers of this obligation and train them in these requirements. Drivers
must review the safety shower and eye wash locations prior to off-loading chemicals. Lack
of safety equipment or failure to use safety equipment will be cause for resection of the
product and/or termination of the Contract.
A meeting with personnel from OCSD's Safety and Emergency Response Department will
be required before start of work under this Contract.
EXHIBIT A 2 of 2 Specification No. C-2017-853BD
Exhibit B
Orange County Sanitation District Peg.t
Purchase of Sodium Hypochlonte—NaOCI(Bleach)Solution(C2017-8538O),bidding on May 16,2017 2:00 PM Primed 0511612017
Bid Results
3 Bid Results
Bidder Details
Vendor Name JCI Jones Chemicals,Inc.
Address 1401 Del Amo Blvd
1401 Del Amo Blvd
Torrance,CA 90501
United States
Responsve Colleen DUBose
Respondent Title Sales Coordinator
Phone 310-523-1629 EA.
Email cduboseQcIchem.ccm
Vendor Type
Bid Detail
Bid Format Electronic
Submitted May 15.2017 2:26:40 PM(Padfic)
Delivery Method JCI Tanker Tmcks/2 Days ARO
Bid Responsive
Did Status Submitted
Confirmation 9 105806
Ranking 0
Respondee Comment
Buyer Comment
Attachments
File Title File Name File Type
Exhibit C and G OCSD Exhibit C and G.pdf General Attachment
Line Items
Discount Terms nodiscount
Type Item Code UOM city Unit price Line Total Discount Comment
Total cost for estimated 1,130,000 Gallons usage(Sodium Hypochlorito—NeOCI(Bleach)Solution),delivered(F.O.B.
Destination),excluding applicable Sales Tax
1 Product Cost-Unit Price per Gallon (Excluding Applicable Sales Tax)
Gallon 1130000 $0.5100 5576,300.0000 $576.300.0000 $0.51 Gal Delivered
2 Freight Cost(Delivered-F.O.B.Destination)Per Gallon
Gallon 1130000 0 0 0
Subtotal $576.300.0000 $576,300.0000
Torsi 1576,300.0000 $576,300.0000
Plan.tSids.Inc.
Orange County Sanitation District(OCSD)
10844 Ellis Avenue, Fountain Valley, CA 92708-7018
Phone (714) 962-2411 Fax (714) 593-7784
ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS`
A CE FICATION OF ABILITY TO P OVIDE AND MAINTAIN COVERAGES SPECIFIED
1, /M �S , the es� Coos-f- V Pre4,d,l
T J (President,Secretary, Manager, Owner or Representative)
of J _Tv 5 CIfCA/IICa15 , certify that the Specifications and
(Name of Company, Corporation or Owner)
General Provision regardi nce requirements as stated below, for the Purchase Contract designated
Specification No. 2401 — insura�")�]� . have been read and understood and that our fine, as bidder on this
project, is ble to provide and maintain the coverage as specified below. If the awarded bidder fails to Provide
Said cov a this shall be sufficient cause for contract termination. Failure to maintain said coverage shall result
in temli 'on o_f the ard-ed/bidders contract.
�✓ Dater
(Signature of Prebident Owner or Authorized Company Representative)
Return the signed Acknowledgement to the Buyer handling the bid/RFP.
INSURANCE REQUIREMENTS
'WE STRONGLY RECOMMEND THIS SHEET BE GIVEN TO YOUR INSURANCE AGENTIBROKER IMMEDIATELY TO ENSURE
YOUR FIRM CAN COMPLY WITH OUR REQUIREMENTS IN THE EVENT YOUR FIRM IS AWARDED THE CONTRACT
Once you have been awarded the contract please provide us with a certificate of insurance and supporting
endorsements as described below. The actual endorsements(see Proof of Coverage below for specific form
numbers)must be provided-a statement on an insurance certificate will not be accepted in lieu of the actual
endorsement We prefer to receive original electronic documents in PDF format via a-mall to
rkleinmanfa)ocsd.com. Only if you cannot send electronic carts and endorsements will we accept hard
copies sent to Randall Kleinman,Orange County Sanitation District,Div.260,10844 Ellis Avenue,Fountain
Valley,CA 92708.
Faxed copies are not considered original documents;your insurance is not considered in compliance until all originals are
received.
1. WORKER'S COMPENSATION INSURANCE:
The Vendor shall provide such Workers Compensation Insurance as required by the Labor Code of the State of California,
including Employers Liability Insurance with a minimum limit of$1,000,000.00. Such Workers Compensation Insurance shall
be endorsed to provide for a waiver of subrogation in favor of OCSO. A statement on an Insurance certificate will not be
accepted in lieu of the actual endorsements unless your Insurance carrier is State of California Insurance Fund(SCIF
and the endorsement numbers 2570 and 2066 are referenced on the certificate of insurance.
2. GENERAL LIABILITY INSURANCE:
The Vendor shall maintain during the life of this contract,including the period of warranty,Commercial General Liability
Insurance written on an occurrence basis providing the following minimum limits of liability coverage:$5.0 million per
occurrence with$5.0 million aggregate or$5.0 million per occunencelaggregate separate for this contract. 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 cross liability and
severability,of interest dauses.A statement on an insurance certificate will not be accepted in lieu of the actual additional
Insured endomement(s). If requested by OCSD and applicable,XCU coverage(Explosion, Collapse and Underground)
ReV.032217,k
Level III ChenucarHazaMous
Including POW.Uab9ily
Willi Agreement
This Affidavit To Be Fully Executed
Nan-Collusion Affidavit
State Of �t �IrurrlrcZ
) Ss.
County Of -b s Awi e5 )
lm Zo5S Beinq Firpt Duly She Sworn,
Deposes And Says That He G Is t rP3 Of
TC� Sow5 CWMI':4-S'TNC . The Party Making The
Bid, That The Bid Is Not Made In The Interest Of, Or On Behalf Of, Any Undisclosed Person,
Partnership, Company, Association, Organization, Or Corporation; That The Bid Is Genuine And
Not Collusive Or Sham; That The Bidder Has Not Directly Or Indirectly Induced Or Solicited Any
Other Bidder To Put In A False Or Sham Bidder, And Has Not Directly Or Indirectly Colluded,
Conspired, Connived, Or Agreed With Any Bidder Or Anyone Else To Put In A Sham Bid, Or That
Anyone Shall Refrain From Submitting A Bid; That The Bidder Has Not In Any Manner, Directly
Or Indirectly,Sought By Agreement, Communication, Or Conference With Anyone To Fix The Bid
Price Of The Bidder Or Any Other Bidder, Or To Fix Any Overhead, Profit, Or Cost Element Of
The Bid Price, Or Of That Of Any Other Bid, Or To Secure Any Advantage Against The Public
Body Awarding The Contract Of Anyone Interested In The Proposed Contract; That All
Statements Contained In The Bid Are True; And, Further, That The Bidder Has Not, Directly Or
Indirectly, Submitted His Or Her Bid Price Or Any Breakdown Thereof, Or The Contents Thereof,
Or Divulged Information Or Data Relative Thereto, Or Paid, And Will Not Pay Any Fee To Any
Corporation, Partnership, Company Association, Organization, Bid Depository, Or To Any
Member Or Agent Thereof To Effectuate A Collusive Or Sham Bid.
I Declare Under Penalty Of Perjury Under a Laws Of The State Of California That The
Foregoing Is True And Correct
1,
Signature Of. President,
Secretary, Manager,
Owner Or
Representative
Subscribed And Sworn To Before Me
This , Day Of 20-L-7
Signature Of Notary P blic In And For caiee uueasE
"°rco ss H'
The County Of , ins.Hceuscauxrr
cm.n. ..pmnrss.mn
State Of
All Signatures Must Be Witnessed By Notary
EXHIBIT G Specification No. C-2017-853BD
OPERATIONS COMMITTEE Meeting Date To6d.of Dir.
07/05/17 07/26/17
AGENDA REPORT I em Number Item Numbe
6 7
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: REPAIR & REFURBISHMENT OF TWO CENTRAL GENERATION
ELECTRICAL GENERATORS, SPECIFICATION NO. S-2017-85OBD
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Service Contract to R.A. Reed Electric Company, the lowest
responsive and responsible bidder, for Repair & Refurbishment of two Central
Generation Electrical Generators, Specification No. S-2017-85013D, for an
amount not to exceed $424,538.62; and
B. Approve a contingency of$84,908 (20%).
BACKGROUND
Orange County Sanitation District (Sanitation District) operates eight Central Generation
(CenGen) generators, between both treatment plants, that meet approximately
two-thirds of our electric demand and most of our heating demand. Sanitation District
staff conducts routine maintenance of the electrical generators; however, refurbishment
and repairs are contracted due to specialized service and equipment requirements.
RELEVANT STANDARDS
• Protection of Orange County Sanitation District assets
• Consider life-cycle costs in all decisions
• Use all practical and effective means for recovering energy
• 24/7/365 treatment plant reliability
PROBLEM
The CenGen Electrical Generator No. 2 at Plant No. 2 is oftline due to winding failure
and requires repairs to restore it to service. In addition to the repairs, Generator No. 2
will also be refurbished.
The remaining seven CenGen electrical generators are fully operational, but are
reaching 125,000 hours of service and should be refurbished to ensure continued
reliable operation.
Page 1 of 3
PROPOSED SOLUTION
Contract with R.A. Reed Electric Company to repair and refurbish CenGen Generator
No. 2 at Plant No. 2, and refurbish a second CenGen Generator at Plant No. 2. Staff
will develop a separate contract to refurbish the remaining six CenGen Generators over
a two to three-year period.
TIMING CONCERNS
Timely refurbishment of the CenGen generators is required to reduce the risk of failure.
RAMIFICATIONS OF NOT TAKING ACTION
Increased use of the generators without conducting these refurbishments will lead to
electrical failure resulting in costly repairs and increased purchased power costs,
especially during the summer peak power season.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
This contract was competitively bid with three prospective bidders attending the
mandatory job walk with two bids being received by the Sanitation District. The
information on the two bidders is listed below. Staff recommends that R.A. Reed
Electric Company be awarded the CenGen repair and refurbishment contract as the
lowest responsive and responsible bidder.
Bidder Total Cost
R.A. Reed Electric Company $424,538.62
Integrated Power Services $494,068
A 20% contingency is requested for this effort due to the likelihood of potentially
unforeseen repair requirements that may be discovered during the refurbishments.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted in the Division 870/880 budgets (Line
item:Repairs and Maintenance; Section 6, pages 92 and 96). Project contingency funds
will be used for this agreement.
Page 2 of 3
Date of Approval Contract Amount Contingency
0 712 612 01 7 $424,538.62 $94,908
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the
complete agenda package and attachments:
• Service Contract
Page 3 of 3
SERVICE CONTRACT
Repair and Refurbishment of CenGen Electrical Generators
Specification No. S-2017-85OBD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and R.A. Reed Electric
Company with a principal place of business at 5503 South Boyle Avenue, Los Angeles, CA 90058,
(hereinafter referred to as"Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to retain the services of Contractor for repair and refurbishment of
CenGen Electrical Generators No. 2 & 3 at Plant No. 2 "Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and
Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as
described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit
"A,.
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract
as though fully set forth at length herein. Exhibits to this Contract are as follows in order of
precedence:
Exhibit"A" Scope of Work(including Addendum No. 1 issued on May 18, 2017)
Exhibit"B" Bid from Contractor
Exhibit "C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit"E-J" Not Used
Exhibit X' Performance Bond
Exhibit"L" Labor and Material Bond
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and
any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
Orange County Sanitation District 1 of 10 Specification No. S-2017-8508D
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
President's Day, Memorial Day, Independence Day, Labor Day,Veterans Day,Thanksgiving Day,
Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 The term "work days", when used in this Contract, shall be as defined herein. Unless
otherwise noted in Exhibit A, Scope of Work, the awarded Contractor will schedule work through
OCSD's Project Manager. Contractor will not come on site unannounced. All work shall be
scheduled Monday through Thursday, between 0600 and 1630 hours (Addendum No. 1 issued
May 18, 2017). OCSD will not pay travel time. Refer to Exhibit"A"for the project schedule.
1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD to Contractor for Services under this
Contract for a firm fixed price not to exceed the total amount of Four Hundred Twenty-Four
Thousand Five Hundred Thirty-Eight and 62100 Dollars ($424,538.62).
3. California Department of Industrial Relations (DOReaistration and Record of
Wanes
3.1 To the extent Contractor's employees and/or its subcontractors 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, Contractor and its subcontractors shall comply with the registration
requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work
is subject to compliance monitoring and enforcement by the DIR.
3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall
comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the
Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with
the requirements of Section 1776 may be deducted from progress payments per Section 1776.
3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish
a copy of all certified payroll records to OCSD and/or general public upon request, provided the
public request is made through OCSD, the Division of Apprenticeship Standards or the Division
of Labor Enforcement of the Department of Industrial Relations.
Orange County Sanitation District 2 of 10 Specification No. S-2017-8508D
3.4 The Contractor and its subcontractors shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code of Regulation
Section 16461(e).
4. Payments Payments shall be made on a lump sum basis per completion of each item as
defined in Exhibit"B" and upon approval by OCSD Project Manager, or his designee, of invoices
submitted for Services as described in Exhibit "A". OCSD, at its sole discretion, shall be the
determining party as to whether the work and deliverables listed below have been satisfactorily
completed.
5. Invoices
5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
5.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(a)OCSD.com and reference the following in the subject line: 'INVOICE", the Purchase
Order number, the Project Manager, and Specification No. S-2017-85013D.
6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
7. Scone of Work Subject to the terms of this Contract, Contractor shall perform the
Services attached hereto and incorporated herein Exhibit "A". Contractor shall perform said
Services in accordance with generally accepted industry and professional standards.
8. Modifications to Scone of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing and
signed by both Parties.
9. Contract Term The Services provided under this Contract shall be completed within
eighteen (18)weeks from the effective date of the Notice to Proceed.
10. Renewals N/A
11. Termination
11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30) days, pay
Contractor for work performed (cost and fee) to the date of termination. Contractor expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion of
this Contract. Such notice of termination shall terminate this Contract and release OCSD from
any further fee, cost or claim hereunder by Contractor other than for work performed to the date
of termination.
Orange County Sanitation District 3 of 10 Specification No. S-2017-8508D
11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's
determination that Contractor is not meeting specification requirements, if the level of service is
inadequate, or any other default of this Contract.
11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by
written notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
11.4 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
12. Insurance Contractor and all subcontractors shall purchase and maintain,throughout the
life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the
requirements set forth in the signed Acknowledgement of Insurance Requirements (attached
hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this
Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract.
13. Bonds
Contractor shall, before entering upon the performance of this Contract, furnish bonds (attached
hereto in Exhibits "K" and "L") approved by OCSD's General Counsel -one in the amount of one
hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the
work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to
guarantee payment of all claims for labor and materials furnished. This Contract shall not become
effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a
California admitted surety insurance and must be maintained throughout the life of the project and
during the warranty period.
14. Indemnification and Hold Harmless Provision Contractor shall assume all
responsibility for damages to property and/or injuries to persons,including accidental death,which
may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor
or by anyone directly or indirectly employed by Contractor, and whether such damage or injury
shall accrue or be discovered before or after the termination of the Contract. Except as to the
sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect,
defend and hold harmless OCSD, its elected and appointed officials, officers, agents and
employees, from and against any and all claims, liabilities, damages or expenses of any nature,
including attorneys' fees: (a) for injury to or death of any person or damage to property or
interference with the use of property, arising out of or in connection with Contractor's performance
under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material,
composition, or process, or any patented or unpatented invention, article or appliance, furnished
or used under the Contract, and/or(c) on account of any goods and services provided under this
Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct,
or negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law, Contractor's
Orange County Sanitation District 4 of 10 Specification No. S-2017-85OBD
duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have
merit or are meritless,or which involve claims or allegations that any of the parties to be defended
were actively, passively, or concurrently negligent, or which otherwise assert that the parties to
be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor
agrees to provide this defense immediately upon written notice from OCSD, and with well
qualified, adequately insured, and experienced legal counsel acceptable to OCSD.
15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and service providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Contractor is required to follow the most
stringent regulatory requirement at no cost to OCSD. Contractor and all their employees and
subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources
Policies, as well as Safety Policy SOP-102, PPE; SOP-605 LOTO; and SOP-205, Electrical
Safety found at: OCSD.com, "Document Central", under the heading "About Us". OCSD's Safety
Standards and Human Resource Policies are hereby incorporated by reference as though fully
set forth herein in Exhibit"D".
16. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply:
16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at
date of completion of this Contract.
16.2 Contractor's warranty: The Contractor agrees to perform all Work under this Contract in
accordance with the Contract Documents. The Contractor guarantees for a period of at least one
(1)year from the date of Acceptance of the Test Run as defined in Exhibit"A"that the completed
work is free from all defects due to faulty materials, equipment or workmanship and that it shall
promptly make whatever adjustments or corrections which may be necessary to cure any defects,
including repairs of any damage to other parts of the system resulting from such defects at its
sole expense.
OCSD shall promptly give notice to the Contractor of observed defects. In the event that the
Contractor fails to make adjustments, repairs, corrections or other work made necessary by such
defects, OCSD may do so and charge the Contractor the cost incurred. The Contractors warranty
shall continue as to any corrected deficiency until the later of(1)the remainder of the original one-
year warranty period; or (2) one year after acceptance by OCSD of the corrected work. The
Performance Bond and the Payment Bond shall remain in full force and effect through the
warranty period.
The Contractor's obligations under this clause are in addition to the Contractors other express or
implied assurances under this Contract, including but not limited to specific manufacturer,or state
law and in no way, diminish any other rights that OCSD may have against the Contractor for faulty
materials, equipment, or Work.
17. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
Orange County Sanitation District 5 of 10 Specification No. S-2017-850BD
18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said
party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force
Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract.
19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
20. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed; 2) it has investigated the site of the work and is aware of
all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work
under this Contract. Should Contractor discover any latent or unknown conditions materially
differing from those inherent in the work or as represented by OCSD, it shall immediately inform
OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are
received from OCSD.
21. Reaulatory Reauirements Contractor shall perform all work under this Contract in strict
conformance with applicable federal, state, and local regulatory requirements including, but not
limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water
Codes Division 2.
22. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants
to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature
that are legally required to engage in this work. Any and all fees required by State, County, City
and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Contract will be paid by Contractor.
23. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
24. Contractor's Employees Compensation
24.1 Davis-Bacon Act— Not Used
24.2 General Prevailing Rate — OCSD has been advised by the State of California Director of
Industrial Relations of its determination of the general prevailing rate of per diem wages and the
general prevailing rate for legal holiday and overtime work in the locality in which the work is to
be performed for each craft or type of work needed to execute this Contract, and copies of the
same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than
said prevailing rates shall be paid to workers employed on this Contract as required by Labor
Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have
on file copies of the prevailing rate of per diem wages at its principal office and at each job site,
which shall be made available to any interested party upon request.
24.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars
($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor
or any subcontractor under it)less than the prevailing rate of per diem wages as set by the Director
Orange County Sanitation District 6 of 10 Specification No. S-2017-85OBD
of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for
the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of
the State of California.
24.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of
California, regarding the employment of apprentices are applicable to this Contract and the
Contractor shall comply therewith if the prime Contract involves thirty thousand dollars
($30,000.00)or more or twenty (20)working days or more; or if contracts of specialty contractors
not bidding for work through the general or prime Contractor are two thousand dollars($2,000.00)
or more or five (5)working days or more.
24.5 Workday — In the performance of this Contract, not more than eight (8) hours shall
constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in
a day from any person employed by him hereunder except as referenced above. Contractor shall
conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of
California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00)for each
worker employed in the execution of this Contract by Contractor or any subcontractor for each
calendar day during which any worker is required or permitted to labor more than eight (8) hours
in any one calendar day and forty (40) hours in any one week in violation of said Article.
Contractor shall keep an accurate record showing the name and actual hours worked each
calendar day and each calendar week by each worker employed by Contractor in connection with
the project.
24.6 Record of Wages; Inspection - Contractor agrees to maintain accurate payroll records
showing the name, address, social security number, work classification, straight-time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker, or other employee employed by it in connection with the project
and agrees to require that each of its subcontractors do the same. All payroll records shall be
certified as accurate by the applicable Contractor or subcontractor or its agent having authority
over such matters. Contractor further agrees that its payroll records and those of its
subcontractors shall be available to the employee or employee's representative, the Division of
Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply
with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance
with the requirements of Section 1776 may be deducted from project payments per the
requirements of Section 1776.
25. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
Contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
26. Govemina Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in Orange County, in the event any action
is brought in connection with this Contract or the performance thereof.
Orange County Sanitation District 7 of 10 Specification No. S-2017-850BD
27. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
28. Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the Contract price,together with any incidental or consequential
damages.
29. Dispute Resolution
29.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
29.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators
shall select a third. Discovery may be conducted in connection with the arbitration proceeding
pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator,or three arbitrators
acting as a board, shall take such evidence and make such investigation as deemed appropriate
and shall render a written decision on the matter in question. The arbitrator shall decide each
and every dispute in accordance with the laws of the State of California. The arbitrator's decision
and award shall be subject to review for errors of fact or law in the Superior Court for the County
of Orange, with a right of appeal from any judgment issued therein.
30. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
31. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
32. Severability If any section, subsection, or provision of this Contract, or any agreement
or instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
Orange County Sanitation District 8 of 10 Specification No. S-2017-8508D
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
33. Damage to OCSD's Pronertv Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
34. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
35. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
36. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
37. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
38. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
39. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
40. Authority to Execute The persons executing this Contract on behalf of the Parties
warrant that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
41. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings,
and negotiations between the Parties with respect to the subject matter hereof.
Orange County Sanitation District 9 of 10 Specification No. S-2017-850BD
42. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address for which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Hadaway
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONTRACTOR: R.A. Reed Electric Company
5503 S. Boyle Ave.
Los Angeles, CA 90058
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn,
PLS Chair, Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts, Purchasing and
Materials Management Manager
R.A. REED ELECTRIC COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 10 of 10 Specification No. S-2017-85OBD
OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dlr.
07/05/17 07/26/17
AGENDA REPORT RernNumber IemNumber
7 s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: STORMWATER MASTER PLAN - PROJECT NO. PS16-01
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Services Agreement with Michael Baker International, Inc.
to provide engineering services for the Stormwater Master Plan, Project No.
PS16-01, for an amount not to exceed $715,300; and
B. Approve a contingency of$71,530 (10%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) is authorized to discharge
under a National Pollutant Discharge Elimination System (NPDES) permit issued by the
Santa Ana Regional Water Quality Control Board and United States Environmental
Protection Agency. The NPDES permit has limitations on discharge requirements,
monitoring and reporting requirements, and other provisions to ensure that the discharge
does not harm water quality or public health.
The NPDES permit requires all stormwater flows that fall within the Sanitation District
facilities be captured and treated before being discharged to the Pacific Ocean. The
NPDES permit also requires the Sanitation District to develop and manage an on-site
stormwater program.
The 2005 Stormwater Master Plan identified recommendations related to policy and
regulatory requirements, design criteria, and development of a stormwater diversion
implementation plan. The 2005 Stormwater Master Plan considered Sanitation District
Plant Nos. 1 and 2 facilities, but did not consider off-site pump stations. Since 2005,
multiple large-scale projects have demolished old structures and built new treatment
facilities, radically affecting the footprint and the drainage areas at both plants.
RELEVANT STANDARDS
• Meet discharge permit 24/7/365
• 1, 5, 20 year planning horizons
• CA Government Code Section 4526: Select the "best qualified firm'and "negotiate
fair and equitable fees"
Page 1 of 5
PROBLEM
The existing stormwater policies, procedures, and practices of the Sanitation District are
outdated and need to be revised and further developed to be in alignment with the current
NPDES permit requirements. The numerous physical changes to the plant facilities
require a re-evaluation of drainage and collection facilities to avoid the potential for
off-site runoff. In addition, all pump station facilities need to be evaluated to ensure all
stormwater flows are captured and treated without leaving the sites.
PROPOSED SOLUTION
The Stormwater Master Plan, Project No. PS16-01, will update the 2005 Stormwater
Master Plan to ensure compliance with current regulations. Consultant scope includes
development of stormwater management documents, revision of Sanitation District's
design standards, assessment of the capacity of stormwater drainage and collection
facilities in off-site pump stations and within the treatment plants, and recommendations
for improvements to ensure that facilities can handle the design peak flows.
TIMING CONCERNS
The Sanitation District is required to stay current with changing regulations. The results
of this work will be incorporated in upcoming design projects to ensure the Sanitation
District complies with its NPDES permit requirements.
RAMIFICATIONS OF NOT TAKING ACTION
Potential for non-compliance with the NPDES permit requirements for stormwater
management.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Consultant Selection:
The Sanitation District requested and advertised for proposals for Stormwater Master
Plan, Project No. PS16-01, on December 8, 2016. The following evaluation criteria was
described in the Request for Proposals and used to determine the most qualified
Consultant.
CRITERION WEIGHT
Project Understanding and Approach 40%
Related Project Experience 25%
Project Team and Staff Qualifications 35%
Page 2 d 5
Four proposals were received on February 22, 2017 and evaluated in accordance with the
evaluation process set forth in Sanitation District Board of Directors' Purchasing Ordinance
No. OCSD47 (Purchasing Ordinance), by a pre-selected Evaluation Team consisting of
the following Sanitation District staff.
Brian Bingman Engineering Supervisor— Construction
Lisa Frigo Environmental Supervisor— Laboratory and Ocean Monitoring
Victoria Pilko CIP Project Manager— Project Management Office
Ted Vitko Engineer— Planning
The Evaluation Team also included two non-voting representatives from the Contracts
Administration Division and one non-voting technical advisor from Sanitation District staff.
Following scoring by the Evaluation Team, two Consultants were shortlisted for interviews
conducted on March 29, 2017. Following the interviews, each member of the Evaluation
Team ranked the Consultants based on both the proposals and interviews using the
evaluation criteria and weighting described above. Based on the ranking shown below,
Michael Baker International, Inc. (Michael Baker) was selected as the most qualified
Consultant.
Michael Baker Brown &Caldwell
International, Inc.
Evaluator 1 1M 2nd
Evaluator 2 1' 2nd
Evaluator 3 1" 2nd
Evaluator 1a 2nd
Overall Ranking 1" 2nd
Michael Baker was ranked highest by the Evaluation Committee based on all three
criterion. Michael Baker proposed a highly-qualified team that includes California and
national experts on stormwater compliance for Construction and Industrial permits. This
team is composed of members who served as the state panel experts and continue as
state level committee consultants in updating requirements. Michael Baker demonstrated
the best understanding and approach to the Scope of Work. The proposed team
members have successfully performed similar projects for other agencies and the Pump
Station Stormwater Compliance Audit for the Sanitation District.
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals. In accordance with the
Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after
approval by the Director of Engineering of the Evaluation Committee's recommendation.
Staff conducted negotiations with Michael Baker to clarify the requirements of the Scope
of Work, the assumptions used for the estimated level of effort, and the proposed
Page 3 d 5
approach to meet the goals and objectives for the project. A total of three meetings were
held on April 6, 2017, April 11, 2017, and April 13, 2017.
The purpose of these meetings was to establish an understanding of the Scope of Work,
discuss the assumptions used to produce the level of effort, and to find efficiencies in the
interaction between the Sanitation District and Michael Baker.
A key element of fee and hours reduction was due to Michael Baker's current work with
the Sanitation District on the Pump Station Stormwater Compliance Audit Project and
2017 Facilities Master Plan. When a clear understanding of the scope of this project was
established, it was evident there is some overlap with these projects and the Stormwater
Master Plan. The Sanitation District will be able to provide Michael Baker with some of
the background information that was assumed would be gathered during this project,
including pump station site visits field notes and condition assessment reports.
Original Fee Negotiated
Proposal Fee
Total Hours 5,069 4,526
Total Fee $805,748 $715,300
The Consultant's billing rate has been substantiated. The contract profit is 9.72%, which
is based on an established formula based on the Sanitation District's standard design
agreements. The Consultant's fringe and overhead costs were verified by obtaining a
copy of a recent audit report prepared by Burkett, Burkett & Burkett, Certified Public
Accountants, P.A. Based on the above, staff has determined that the final negotiated fee
is fair and reasonable for the level of effort required for this project and recommends
award of the Professional Services Agreement to Michael Baker.
CEQA
The proposed Stormwater Master Plan is a compliance planning tool for possible future
actions, which does not commit the Sanitation District to implement any specific project.
The proposed Stormwater Master Plan will analyze and make recommendations
regarding potential stormwater improvements that may be needed to ensure that the
Sanitation District continues to meet regulatory requirements and certification needs. The
Stormwater Master Plan will therefore take environmental factors into account. The
Sanitation District, as lead agency, has therefore determined that the preparation of the
proposed Stormwater Master Plan is exempt from CEQA pursuant to CEQA Guidelines
Section 15262 (Feasibility and Planning Studies).
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. Budget for Project No. PS16-01, Stormwater Master Plan, is included in the
Master Planning Studies for Fiscal Years 2016-17 and 2017-18 (Line item: Section 8,
Page 78).
Page 4 d 5
Date of Approval Contract Amount Continency
07/26/2017 $715,300 $71,530
ATTACHMENT
The following attachments) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
Professional Services Agreement
VP:sa:gc
Page 5 of 5
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 26' day of July
2017, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter
referred to as "SANITATION DISTRICT', and Michael Baker International, 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
Stormwater Master Plan, Project No. PS16-01, to provide professional services and
provide services for This project will develop an up to date Stormwater Master Plan for
Plant No. 1, Plant No. 2, and Collection Pump Stations, and evaluate hydraulic capacity
needs including assessment of the stormwater regulatory background and analysis of
stormwater flows; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in
connection with these requirements and has agreed to provide the necessary
professional services; and,
WHEREAS, the SANITATION DISTRICT has adopted procedures for the
selection of professional services and has proceeded in accordance with said
procedures to select CONSULTANT to perform this work; and,
WHEREAS, at its regular meeting on July 26, 2017, the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee to approve
this AGREEMENT between the SANITATION DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which
will result to the parties in carrying out the terms of this AGREEMENT, it is mutually
agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional 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
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 1 of 21
and liability for damages caused by errors, omissions, noncompliance with
industry standards, and/or negligence on the part of the CONSULTANT or
its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall ensure that all work is performed to the highest
industry standards for clarity, uniformity, and completeness.
CONSULTANT shall timely respond to all comments, suggestions, and
recommendations from the 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. CONSULTANT shall
ensure that each submittal is 100% accurate for the level of work
submitted (i.e. correct references, terms, capitalization or equal status,
spelling, punctuation, etc.)
C. In the event that 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 CADD drawings, figures, and other work produced by CONSULTANT
and Subconsultants using the SANITATION DISTRICT CAD Manual.
Conversion of CADD work from any other non-standard CADD 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
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 2 of 21
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:
A. Total Compensation
Total compensation shall be in an amount not to exceed Seven Hundred
Fifteen Thousand Three Hundred Dollars ($715,300). 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%.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 3 of 21
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 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. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to
modifications in scope of work resulting from field investigations and field
work required by Contract. These items may include special equipment,
test equipment and tooling and other materials and services not previously
identified. Refer to attachment "D"Allowable Direct Costs for payment
information.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 4 of 21
H. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for
reasonable travel and business expenses as described in this section and
further described in Attachment "D" - Allowable Direct Costs to this
Agreement. The reimbursement of the above mentioned expenses will be
based on an "accountable plan' as considered by Internal Revenue Service
(IRS). The plan includes a combination of reimbursements based upon
receipts and a "per diem" component approved by IRS. The most recent
schedule of the per diem rates utilized by the SANITATION DISTRICT can
be found on the U.S. General Service Administration website at
htti)://www.gsa.gov/portal/category/l 04711#.
The CONSULTANT shall be responsible for the most economical and
practical means or management of reimbursable costs inclusive but not
limited to travel, lodging and meals arrangements. The SANITATION
DISTRICT shall apply the most economic and practical method of
reimbursement which may include reimbursements based upon receipts
and/or"per diem' as deemed the most practical.
CONSULTANT shall be responsible for returning to the SANITATION
DISTRICT any excess reimbursements after the reimbursement has been
paid by the SANITATION DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight
stays or multiple day attendance must be approved by the SANITATION
DISTRICT in advance.
Local Travel is considered travel by the CONSULTANT within the
SANITATION DISTRICT geographical area which includes Orange, Los
Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and
Kern Counties. Automobile mileage is reimbursable if CONSULTANT is
required to utilize personal vehicle for local travel.
Lodging —Overnight stays will not be approved by the SANITATION
DISTRICT for local travel. However, under certain circumstances overnight
stay may be allowed at the discretion of the SANITATION DISTRICT based
on reasonableness of meeting schedules and the amount of time required
for travel by the CONSULTANT. Such determination will be made on a
case-by-case basis and at the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for
travel meals reimbursements. Per diem rates shall be applied to meals that
are appropriate for travel times. Receipts are not required for the approved
meals.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 5 of 21
Additional details related to the reimbursement of the allowable direct costs
are provided in the Attachment "D" - Allowable Direct Costs of this
Agreement.
I. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the
services described in CONSULTANT's Proposal will exceed seventy-fiver
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 12 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
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 6 of 21
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.
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.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 7 of 21
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
getting a false claim allowed or paid by the SANITATION DISTRICT; (d)
knowingly makes, uses, or causes to be made or used a false record or
statement to conceal, avoid, or decrease an obligation to the
SANITATION DISTRICT; or(e) is a beneficiary of an inadvertent
submission of a false claim to the SANITATION DISTRICT, and fails to
disclose the false claim to the SANITATION DISTRICT within a
reasonable time after discovery of the false claim.
5. PREVAILING WAGES
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. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR)
REGISTRATION AND RECORD OF WAGES
A. To the extent 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 et 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.
B. 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.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 8 of 21
C. Pursuant to Labor Code Section 1776, the CONSULTANT and
Subconsultants shall furnish a copy of all certified payroll records to
SANITATION DISTRICT and/or general public upon request, provided the
public request is made through SANITATION DISTRICT, the Division of
Apprenticeship Standards or the Division of Labor Enforcement of the
Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site
notices posting requirements established by the Labor Commissioner per
Title 8, California Code of Regulation Section 16461(3).
7. 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.
8. 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 VIII, or better, in accordance with
the most current A.M. Best's Guide Rating. However, the
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 9 of 21
SANITATION DISTRICT will accept State Compensation Insurance
Fund, for the required policy of Worker's Compensation Insurance
subject to the SANITATION DISTRICT's option to require a change
in insurer in the event the State Fund financial rating is decreased
below "B". Further, the SANITATION DISTRICT will require
CONSULTANT to substitute any insurer whose rating drops below
the levels herein specified. Said substitution shall occur within
twenty (20) days of written notice to CONSULTANT, by the
SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work
under this Agreement.
B. General Liability
The CONSULTANT shall maintain during the life of this Agreement,
including the period of warranty, Commercial General Liability Insurance
written on an occurrence basis providing the following minimum limits of
liability coverage: 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
contractor's liability, personal and advertising injury, mobile equipment,
owners and contractor's 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
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 10 of 21
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. Workers Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance
as required by the Labor Code of the State of California in the amount of
the statutory limit, including Employer's Liability Insurance with a minimum
limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's
Compensation Insurance shall be endorsed to provide for a waiver of
subrogation in favor of the SANITATION DISTRICT. A statement on an
insurance certificate will not be accepted in lieu of the actual
endorsements unless the insurance carrier is State of California Insurance
Fund and the identifier"SCIF' and endorsement numbers 2570 and 2065
are referenced on the certificate of insurance. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage for
Jones Act claims.
F. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term
of this Agreement, standard industry form professional negligence errors
and omissions insurance coverage in an amount of not less than 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.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 11 of 21
CONSULTANT shall provide to the SANITATION DISTRICT a certificate
of insurance in a form acceptable to the SANITATION DISTRICT
indicating the deductible or self-retention amounts and the expiration date
of said policy, and shall provide renewal certificates not less than ten (10)
days prior to the expiration of each policy term.
G. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said
policies and endorsements shall conform to the requirements herein
stated. All certificates and endorsements are to be received and approved
by the SANITATION DISTRICT before work commences. The
SANITATION DISTRICT reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, effecting
the coverage required, at any time. The following are approved forms that
must be submitted as proof of coverage:
• Certificate of ACORD Form 25 (5/2010) or equivalent.
Insurance
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements
must be submitted for approval by the
SANITATION DISTRICT, and the
SANITATION DISTRICT may reject
alternatives that provide different or less
coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• 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
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 12 of 21
(5/2010) shall state the required thirty (30) days' written notification. The
policy shall not terminate, nor shall it be cancelled, nor the coverage
reduced until thirty (30) days after written notice is given to the
SANITATION DISTRICT except for nonpayment of premium, which shall
require not less than ten (10) days written notice to the SANITATION
DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance
broker/agent shall send to the SANITATION DISTRICT a certified letter
which includes a description of the changes in coverage and/or any
increase in deductible or SIR amounts. The certified letter must be sent to
the attention of Risk Management, Div. 260, and shall be received by the
SANITATION DISTRICT not less than thirty (30) days prior to the effective
date of the change(s) if the change would reduce coverage or increase
deductibles or SIR amounts or otherwise reduce or limit the scope of
insurance coverage provided to the SANITATION DISTRICT.
I. Primary Insurance
All liability policies shall contain a Primary and Non Contributory Clause.
Any other insurance maintained by the SANITATION DISTRICT shall be
excess and not contributing with the insurance provided by
CONSULTANT.
J. Separation of Insured
All liability policies shall contain a "Separation of Insureds" clause.
K. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor
shall it limit the indemnification provision contained in this Agreement, or
the extent to which CONSULTANT may be held responsible for payment
of damages to persons or property.
L. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles
and/or self-insured retentions require approval by the SANITATION
DISTRICT. At the option of the SANITATION DISTRICT, either: the
insurer shall reduce or eliminate such deductible or self-insured retention
as respects the SANITATION DISTRICT; or the CONSULTANT shall
provide a financial guarantee satisfactory to the SANITATION DISTRICT
guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 13 of 21
M. Defense Costs
Liability policies shall have a provision that defense costs for all insureds
and additional insureds are paid in addition to and do not deplete any
policy limits.
N. Subconsultants
The CONSULTANT shall be responsible to establish insurance
requirements for any Subconsultant hired by the CONSULTANT. The
insurance shall be in amounts and types reasonably sufficient to deal with
the risk of loss involving the Subconsultant's operations and work.
O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown
above, then SANITATION DISTRICT requires and shall be entitled to
coverage for the higher limits maintained by CONSULTANT.
9. 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.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of
this AGREEMENT, the names and full description of all Subconsultants and
CONSULTANT's project team members anticipated to be used on this Project
under this AGREEMENT by CONSULTANT. CONSULTANT shall include a
description of the work and services to be done by each Subconsultant and each
of CONSULTANT's Project team member. CONSULTANT shall include the
respective compensation amounts for CONSULTANT and each Subconsultant,
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.
11. ENGINEERING REGISTRATION
The CONSULTANT's 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
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 14 of 21
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.
12. AUDIT PROVISIONS.
A. SANITATION DISTRICT retains the reasonable right to access, review,
examine, and audit, any and all books, records, documents and any other
evidence of procedures and practices that the SANITATION DISTRICT
determines are necessary to discover and verify that the CONSULTANT is
in compliance with all requirements under this AGREEMENT. The
CONSULTANT shall include the SANITATION DISTRICT's right as
described above, in any and all of their subcontracts, and shall ensure that
these rights are binding upon all Subconsultants.
B. SANITATION DISTRICT retains the right to examine CONSULTANT's
books, records, documents and any other evidence of procedures and
practices that the SANITATION DISTRICT determines are necessary to
discover and verify all direct and indirect costs, of whatever nature, which
are claimed to have been incurred, or anticipated to be incurred or to
ensure CONSULTANT's compliance with all requirements under this
AGREEMENT during the term of this AGREEMENT and for a period of
three (3) years after its termination.
C. CONSULTANT shall maintain complete and accurate records in
accordance with generally accepted industry standard practices and the
SANITATION DISTRICT's policy. The CONSULTANT shall make
available to the SANITATION DISTRICT for review and audit, all project
related accounting records and documents, and any other financial data
within 15 days after receipt of notice from the SANITATION DISTRICT.
Upon SANITATION DISTRICT's request, the CONSULTANT shall submit
exact duplicates of originals of all requested records to the SANITATION
DISTRICT. If an audit is performed, CONSULTANT shall ensure that a
qualified employee of the CONSULTANT will be available to assist
SANITATION DISTRICT's auditor in obtaining all Project related
accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent
contractor and nothing herein shall be deemed to transform CONSULTANT, its
staff, independent contractors, or Subconsultants into employees of the
SANITATION DISTRICT. CONSULTANT'S staff performing services under the
AGREEMENT shall at all times be employees and/or independent contractors of
CONSULTANT. CONSULTANT shall monitor and control its staff and pay
wages, salaries, and other amounts due directly to its staff in connection with the
AGREEMENT. CONSULTANT shall be responsible for hiring, review, and
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 15 of 21
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.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms
of this AGREEMENT, or changes thereto, shall be effected by delivery of said
notices in person or by depositing said notices in the U.S. mail, registered or
certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Hadaway, Senior Contracts Administrator
Copy: Victoria Pilko, Project Manager
CONSULTANT:
Michael Baker International, Inc.
14725 Alton Parkway
Irvine, CA 92618-2027
Representative: John McCarthy or Dave Mercier
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.
15. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time,
without cause, upon giving thirty (30) days written notice to CONSULTANT. In
the event of such termination, CONSULTANT shall be entitled to compensation
for work performed on a prorated basis through and including the effective date
of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)
days written notice only if CONSULTANT is not compensated for billed amounts
in accordance with the provisions of this AGREEMENT, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT at the
address listed in Paragraph 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
the SANITATION DISTRICT upon the termination or completion of the work.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 16 of 21
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.
17. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays
employees not less than the minimum wage as defined by law, and that it does
not discriminate in its employment with regard to race, color, religion, sex or
national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it
agrees to demonstrate positively and aggressively the principle of equal
opportunity in employment.
18. AGREEMENT EXECUTION AUTHORIZATION
Both the SANITATION DISTRICT and CONSULTANT do covenant that each
individual executing this document by and on behalf of each Party is a person
duly authorized to execute this AGREEMENT for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or
interpretation of this AGREEMENT, the dispute shall be resolved by binding
arbitration under the auspices of the Judicial Arbitration and Mediation Service
("JAMS"), or similar organization or entity conducting alternate dispute resolution
services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative
Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees,
costs and necessary disbursements in addition to any other relief to which he
may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted
industry and professional standards. If, within the 12-month period following
completion of its services, the SANITATION DISTRICT informs CONSULTANT
that any part of the 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).
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 17 of 21
22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT's sole cost and expense and with legal counsel approved by the
SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect
and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's
officers, directors, employees, CONSULTANT's, and agents (collectively the
"Indemnified Parties"), from and against any and all claims, damages, liabilities,
causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs
and expenses (including, without limitation, attorneys' fees, disbursements and court
costs, and all other professional, expert or CONSULTANT's fees and costs and the
SANITATION DISTRICT's general and administrative expenses; individually, a
"Claim"; collectively, "Claims") which may arise from or are in any manner related,
directly or indirectly, to any work performed, or any operations, activities, or services
provided by CONSULTANT in carrying out its obligations under this Agreement to the
extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its
principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT,
Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any
of them, regardless of any contributing negligence or strict liability of an Indemnified
Party. Notwithstanding the foregoing, nothing herein shall be construed to require
CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely
from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified
Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to
the fullest extent permitted by law, indemnify the Indemnified Parties, from
Claims arising from more than one cause if any such cause taken alone would
otherwise result in the obligation to indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any
liability CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this Agreement. Under no
circumstances shall the insurance requirements and limits set forth in this
Agreement be construed to limit CONSULTANT's indemnification obligation or
other liability hereunder. The terms of this Agreement are contractual and the
result of negotiation between the parties hereto. Accordingly, any rule of
construction of contracts (including, without limitation, California Civil Code
Section 1654) that ambiguities are to be construed against the drafting party,
shall not be employed in the interpretation of this Agreement.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 18 of 21
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such
defense obligation shall arise immediately upon presentation of a Claim by any
person if, without regard to the merit of the Claim, such Claim could potentially result
in an obligation to indemnify one or more Indemnified Parties, and upon written
notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT
by any Indemnified Party or the payment or advance of defense costs by any
Indemnified Party shall not be a condition precedent to enforcing such Indemnified
Party's rights to indemnification hereunder. In the event a final judgment, arbitration,
award, order, settlement, or other final resolution expressly determines that the claim
did not arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse
CONSULTANT for the reasonable costs of defending the Indemnified Parties
against such claims.
CONSULTANT'S indemnification obligation hereunder shall survive the
expiration or earlier termination of this AGREEMENT until such time as action
against the Indemnified Parties for such matter indemnified hereunder is fully and
finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT
policies and procedures including the OCSD Safety Standards, as applicable, all
of which may be amended from time to time.
25. CLOSEOUT
When the SANITATION DISTRICT determines that all Work authorized under the
AGREEMENT is fully complete and that the SANITATION DISTRICT requires no
further work from CONSULTANT, or the AGREEMENT is otherwise terminated or
expires in accordance with the terms of the AGREEMENT, the SANITATION
DISTRICT shall give the Consultant written notice that the AGREEMENT will be
closed out. CONSULTANT shall submit all outstanding billings, work submittals,
deliverables, reports or similarly related documents as required under the
AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout.
Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall
commence a closeout audit of the AGREEMENT and will either:
I. Give the CONSULTANT a final AGREEMENT Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which
must be furnished, completed, or corrected at the CONSULTANT'S cost.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 19 of 21
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.
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.
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 20 of 21
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
Board of Directors Date
By
Clerk of the Board Date
Michael Baker International, Inc.
By
Date
By
Date
ORANGE COUNTY SANITATION DISTRICT
By
Marc Dubois Date
Contracts, Purchasing and
Materials Management 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
Attachment"F"— NOT USED
Attachment"G"—Cost Matrix and Summary
Attachment"H"— NOT USED
Attachment"I"—NOT USED
Attachment"J"—Minor Subconsultant Hourly Rate Schedule
Attachment"K"—OCSD Safety Standards
MH:ms
PSA PROJECT NO. PS16-01
Revision 062316 STORMWATER MASTER PLAN
Page 21 of 21
OPERATIONS COMMITTEE Meeting Date TOBd.of Dir.
07/05/17 07/26/17
AGENDA REPORT emNamber Item Number
8 9
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: CEQA PLAN 2017— MASTER CONTRACT NO. CEQA PLAN2017-00
GENERAL MANAGER'S RECOMMENDATION
A. Approve annual Professional Services Agreements with HDR Engineering, Inc.;
Michael Baker International; Helix Environmental Planning, Inc.; ESA; AECOM;
and LSA; Master Contract No. CEQA PLAN2017-00,with a maximum annual fiscal
year contract limitation not to exceed $400,000 for each Professional Services
Agreement; and
B. Approve two additional one-year optional extensions.
BACKGROUND
The California Environmental Quality Act (CEQA) requires public agencies to participate
in an environmental review process for all projects that are defined as a discretionary
action with potential physical effects on the environment. The Orange County Sanitation
District (Sanitation District) currently has over 100 active projects and new projects are
frequently initiated to maintain reliable sewer conveyance and treatment at its two
wastewater treatment plants.
The Sanitation District Ordinance No. OCSD-47 (Purchasing Ordinance) allows the
Sanitation District to compile prequalified lists of fines to support engineering projects.
The Purchasing Ordinance also allows the Professional Services Agreement to be
extended for up to two additional, one-year periods following the original term of one year.
The Purchasing Ordinance delegates authority to the General Manager and Director of
Engineering to solicit proposals for 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 10 Statements of Qualifications in response to the RFQ to
support CEQA related services. Staff recommends approval of Professional Services
Agreements with the six highest-ranked firms to provide CEQA services on an as-needed
basis through task order authorization for a period of one year, with two additional
one-year optional extensions.
RELEVANT STANDARDS
Meet CEQA and NEPA standards
Page 1 of 3
PROBLEM
While new major capital projects will typically include a CEQA evaluation prior to design,
a scope change later in the design process may require a reassessment, which could
delay the project schedule. In addition, smaller, more urgent repair or modification
projects arise, which also require CEQA evaluation.
PROPOSED SOLUTION
Retaining a pre-qualified list of firms to provide CEQA services will enable the Sanitation
District to more quickly address environmental reviews.
TIMING CONCERNS
These agreements will shorten the time required to procure services for CEQA-related
task orders and maintain project schedules, and react more quickly to smaller repairs.
RAMIFICATIONS OF NOT TAKING ACTION
Without this prequalified pool of consultants for CEQA work, the Sanitation District would
need to request proposals for each task order, which would take additional time and
resources.
ADDITIONAL INFORMATION
Consultant Selection:
The Sanitation District requested and advertised for proposals for CEQA Plan 2017,
Master Contract No. CEQA PLAN2017-00, on March 16, 2017. The following evaluation
criteria were described in the RFQ and used to determine the most qualified Consultant.
CRITERION Value
Relevant Project Experience 30 points
Staff Qualifications 30 points
Execution of Work 30 points
Public Works 10 points
Ten proposals were received on April 18, 2017 and evaluated in accordance with the
evaluation process set forth in the Purchasing Ordinance, by a preselected Evaluation
Team consisting of the following Sanitation District staff:
Daisy Covarrubias Senior Staff Analyst
Carla Dillon Engineering Supervisor
Dean Fisher Engineering Manager
Kevin Hadden Principal Staff Analyst
Kathy Millea Engineering Manager
Page 2 of 3
The Evaluation Team also included two non-voting representatives from the Contracts
Administration Division and one non-voting technical advisor from the Sanitation District
staff.
Each member of the Evaluation Team scored the Consultants based on the proposals
using the evaluation criterion above. Based on the scores shown below, HDR
Engineering, Inc.; Michael Baker International; Helix Environmental Planning, Inc.; ESA;
AECOM; and LSA were selected as the most qualified Consultants.
Proposer TOTAL POINTS RANKING
HDR Engineering, Inc. 448 1
Michael Baker International 438 2
HELIX Environmental Planning, Inc 433 3
ESA 426 4
AECOM 423 5
LSA 421 6
DUDEK 401 7
ECORP Consultin Inc. 368 8
Chambers Grou 356 9
Infrastructure Engineering Corporation (IEC) 335 10
The selected firms demonstrated the most relevant CEQA experience with public works
projects, qualified staff, and the ability to successfully execute work.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted and will be charged to individual projects.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
Professional Services Agreements
CD:sa:gc
Page 3 of 3
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and
between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "SANITATION DISTRICT"
AND
HDR ENGINEERING, INC.
hereinafter referred to as "CONSULTANT"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-47, by action
on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT")
for CONTRACT NO. CEQA PLAN2017-01, to CONSULTANT to provide services for selected
projects on a Task Order basis, from September 1, 2017 to August 31, 2018; and
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary CEQA and related services;
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, including the CONSULTANTS Proposal, the Task
Order, and all other attachments listed below shall be incorporated by reference and become
an operative part of this Agreement, upon execution by the SANITATION DISTRICT as
though fully set forth at length herein:
• Executed Task Order inclusive of its Scope of Work;
• The RFTOP, inclusive of the CONSULTANT's Proposal;
• Attachment"A" Scope of Work;
• Attachment"D"Allowable Direct Costs;
• Attachment X' Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 1 of 18
Should any conflict or inconsistency exist in the contract documents indentified 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:
• The terms of this AGREEMENT and any amendments thereto;
• The provisions of any executed Task Order;
• The provisions of the RFTOP;
• Attachment"D"Allowable Direct Costs;
• Attachment"K" Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards;
• Attachment"A" Scope of Work.
SECTION 2. TASK ORDER 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, scope, time for performance and
compensation.
SECTION 3. TERM
This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on
page 1 above, and terminate on August 31, 2018 unless further extended by written
agreement by the SANITATION DISTRICT 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 for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT
twice, each with a one year term, for a maximim contract duration of three (3)years total.
SECTION 4. COMPENSATION
The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall
not exceed four hundred thousand dollars ($400,000) per year in accordance with the term
described in Section 3 -TERM. The compensation includes, but is not limited to, fees for
professional services (based on individual burdened labor rates and Subconsultant 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 individual 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.
A. Task Order Pricing
The subsections below describe the cost elements to be used in developing the price of
the written Task Orders.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 2 of 18
1) Hourly Labor Rate Schedule
The services by the CONSULTANT, pursuant to each project Task Order, shall be billed
to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to
be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided
by the SANITATION DISTRICT prior to award of Agreement and incorporated herein.
Hourly Labor Rates shall consist of the:
Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each
employee or labor category specified in Attachment"K" paid by CONSULTANT and
its Subconsultants to their employees.
Direct Salary rates for CONSULTANT and its Subconsultants may be adiusted
annually on January 1 by mutual agreement of the Parties. Escalation of the salary
rate will be in accordance with CPI of LA-Orange County Index. This rate is
determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los
Angeles/Orange County Metropolitan Area.
Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the
term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM.
Overhead Rate consisting of a verified or negotiated percentage specified in
Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its
Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall
remain fixed through the term of this AGREEMENT inclusive of any renewals
identified in Section 3-TERM.
Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate
and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates
specified in Attachment W'. Profit shall remain fixed through the term of this
AGREEMENT, inclusive of any renewals identified in Section 3-TERM.
2) Direct Costs
The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the
actual costs of permits and associated fees, travel, licenses, and other services in
accordance with Attachment"D"—Allowable Direct Costs, as may be specified in
each Task Order proposal. The SANITATION DISTRICT shall not pay markup on
such Direct Costs, Equipment rentals, leases, purchases and other direct costs not
agreed to and specified in the Task Order proposal may only be reimbursed by the
SANITATION DISTRICT with its prior written approval.
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 the Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem" component approved by the
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 3 of 18
DISTRICT can be found on the U.S. General Service Administration website at
hfti)7//www.gsa.gov/r)ortal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical means
of management of reimbursable costs. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem". CONSULTANT shall return
to the SANITATION DISTRICT any excess reimbursements.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in writing,
at least fifteen (15)days in advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT general 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 a personal vehicle for
local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed at
the discretion of the SANITATION DISTRICT based on reasonableness of meeting
schedules and the amount of time required for travel by the CONSULTANT. Such
determination will be made on a case-by-case basis and at the discretion of the
SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal
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.
All incidental expenses shall be included in the Overhead Rate pursuant to
Subsection A.1) Hourly Labor Rate Schedule above.
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.
3) Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications
in scope of work resulting from Feld investigations and field work required by
Contract. These items may include special equipment, test equipment and tooling
and other materials and services not previously identified. Refer to Attachment"D"—
Allowable Direct Costs for payment information.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 4 of 18
4) Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Task Order Proposal will exceed seventy-five percent
(75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of
this AGREEMENT.
B. Additional Work:
For extra work not a part of this AGREEMENT, written authorization from the SANITATION
DISTRICT is required prior to the CONSULTANT undertaking any extra work.
C. Method of Payment:
The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly
invoices based on the 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.
CONSULTANT shall submit separate invoices for each Task Order on a monthly basis.
CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
D. Task Order Completion
SANITATION DISTRICT will pay all undisputed amounts within 30 days following receipt
of CONSULTANT's invoice. Upon satisfactory completion of the work performed under
each Task Order, and prior to final payment under each Task Order 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 5 of 18
E. False Claims
Pursuant to the California False Claims Act(Government Code Sections 12650-12655),
any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT
for compensation under the terms of this AGREEMENT may be held liable for treble
damages and up to a $10,000 civil penalty for each false claim submitted. This Section
shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim
when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be
presented to an officer or employee of the SANITATION DISTRICT a false claim or
request for payment or approval; (b) knowingly makes, uses, or causes to be made or
used a false record or statement to get a false claim paid or approved by the
SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting
a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses,
or causes to be made or used a false record or statement to conceal, avoid, or decrease
an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent
submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of the false
claim.
F. 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.
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 Section1776 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(e).
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 6 of 18
G. 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.
H. 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 & 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.
SECTION 6. 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 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 7 of 18
B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or
uses of the study or deliverable where the subsequent changes or uses are not
authorized or approved by CONSULTANT, provided that the service rendered by
CONSULTANT was not a proximate cause of the damage.
C. 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 8. 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 VI11, or better, in accordance with the most current A.M. Best's Guide
Rating. However, the SANITATION DISTRICT will accept State Compensation
Insurance Fund, for the required policy of Worker's Compensation Insurance subject
to the SANITATION DISTRICT's option to require a change in insurer in the event the
State Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose rating drops
below the levels herein specified. Said substitution shall occur within twenty (20)days
of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this
AGREEMENT.
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,
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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 8 of 18
C. Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance required, as set
forth herein, shall be provided for through either a single policy of primary insurance or a
combination of policies of primary and umbrella excess coverage. Umbrella excess liability
coverage shall be issued with limits of liability which, when combined with the primary
insurance, will equal the minimum limits for general liability and automotive liability.
D. Automotive Vehicle Liability Insurance:
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and
other vehicles providing the following minimum limits of liability coverage: Combined single
limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000)
per person for bodily injury and One Million Dollars ($1,000,000) per accident for property
damage. A statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement.
E. Drone Liability Insurance:
If a drone will be used, drone liability insurance must be maintained by CONSULTANT in
the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION
DISTRICT.
F. 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.
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 9 of 18
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 "per 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.
H. 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
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 10 of 18
I. 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, until thirty (30)
days after written notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10)days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT shall send to the SANITATION DISTRICT
a certified letter which includes a description of the changes in coverage and/or any
increase in deductible or SIR amounts. The certified letter must be sent to the attention of
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.
J. 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.
K. Separation of Insured:
All liability policies shall contain a "Separation of Insureds"clause.
L. 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.
M. 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.
N. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 11 of 18
O. 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 Subconsultants operations
and work.
P. 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 9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's Project team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT and
each Subconsultant, broken down as indicated in Section 4- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project team
members without prior written approval by the SANITATION DISTRICT.
SECTION 10. ENGINEERING REGISTRATION
The CONSULTANT's 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,
requires the services of a registered engineer, such services hereunder will be performed
under the direct supervision of registered engineers who are registered in California.
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 12 of 18
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.
SECTION 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 , agents or employees of the SANITATION DISTRICT and
shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's
employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all
times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to its
staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring,
review, and termination of its staff and shall be accountable for all reports and obligations
respecting them, such as social security, income tax withholding, unemployment
compensation, workers' compensation and similar matters.
SECTION 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.
Notice shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Hadaway, Senior Contracts Administrator
Copy: Carla Dillon, Project Manager
Notice shall be mailed to CONSULTANT at:
HDR ENGINEERING, INC.
3230 El Camino
Suite 200
Irvine, CA 92602
Attention: Betty Dehoney, CEP, PMP, ENV SP
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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 13 of 18
SECTION 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
Section 13- NOTICES.
SECTION 15. 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.
The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations
of federal, state and local government in all aspects related to this Agreement and any work
completed for the SANITATION DISTRICT.
SECTION 16. 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.
SECTION 17. 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.
SECTION 18. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 14 of 18
SECTION 19. WARRANTY AND CORRECTIVE ACTIONS
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
defciency(ies).
SECTION 20. 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, pertain to, or relate directly or
indirectly to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers,
agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants,
subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of
any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the
foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the
Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor
the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's
supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly
or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more
than one cause if any such cause taken alone would otherwise result in the obligation to
indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of
any of the provisions of this AGREEMENT. Under no circumstances shall the insurance
requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT's
indemnification obligation or other liability hereunder. The terms of this AGREEMENT are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 15 of 18
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 21. 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.
SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which
may be amended from time to time.
SECTION 23. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State of California
and the Parties submit to jurisdiction in Orange County, in the event any action is brought in
connection with this Agreement or the performance thereof.
SECTION 24. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
SECTION 25. CONFLICT 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 16 of 18
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 17 of 18
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT,
as of the day and year first above written.
CONSULTANT: HDR ENGINEERING, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Gregory C. Sebourn, PLS Date
Chair, Board of Directors
By
Kelly Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Manager
Attachments: Attachment"A" Scope of Work
Attachment"B" Not Used
Attachment"C" Not Attached
Attachment"D" Allowable Direct Costs
Attachment"E" Not Used
Attachment"F" Not Attached
Attachment"G" Not Attached
Attachment"H" Not Used
Attachment"I" Not Used
Attachment"J" Not Attached
Attachment X' Hourly Labor Rate Schedule
Attachment"L" OCSD Safety Standards
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01
CONFORMED HDR ENGINEERING, INC.
Page 18 of 18
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and
between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "SANITATION DISTRICT"
AND
MICHAEL BAKER INTERNATIONAL, INC.
hereinafter referred to as "CONSULTANT"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-47, by action
on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT")
for CONTRACT NO. CEGA PLAN2017-02, to CONSULTANT to provide services for selected
projects on a Task Order basis, from September 1, 2017 to August 31, 2018; and
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary CEQA and related services;
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, including the CONSULTANTS Proposal, the Task
Order, and all other attachments listed below shall be incorporated by reference and become
an operative part of this Agreement, upon execution by the SANITATION DISTRICT as
though fully set forth at length herein:
• Executed Task Order inclusive of its Scope of Work;
• The RFTOP, inclusive of the CONSULTANT's Proposal;
• Attachment"A" Scope of Work;
• Attachment"D"Allowable Direct Costs;
• Attachment X' Hourly Labor Rate Schedule;
• Attachment "L" OCSD Safety Standards.
PROFESSIONAL SERVICES AGREEMENT CEGA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 1 of 18
Should any conflict or inconsistency exist in the contract documents indentified 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:
• The terms of this AGREEMENT and any amendments thereto;
• The provisions of any executed Task Order;
• The provisions of the RFTOP;
• Attachment"D"Allowable Direct Costs;
• Attachment"K" Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards;
• Attachment"A" Scope of Work.
SECTION 2. TASK ORDER 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, scope, time for performance and
compensation.
SECTION 3. TERM
This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on
page 1 above, and terminate on August 31, 2018 unless further extended by written
agreement by the SANITATION DISTRICT 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 for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT
twice, each with a one year term, for a maximim contract duration of three (3)years total.
SECTION 4. COMPENSATION
The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall
not exceed four hundred thousand dollars ($400,000) per year in accordance with the term
described in Section 3 -TERM. The compensation includes, but is not limited to, fees for
professional services (based on individual burdened labor rates and Subconsultant 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 individual 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.
A. Task Order Pricing
The subsections below describe the cost elements to be used in developing the price of
the written Task Orders.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 2 of 18
1) Hourly Labor Rate Schedule
The services by the CONSULTANT, pursuant to each project Task Order, shall be billed
to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to
be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided
by the SANITATION DISTRICT prior to award of Agreement and incorporated herein.
Hourly Labor Rates shall consist of the:
Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each
employee or labor category specified in Attachment"K" paid by CONSULTANT and
its Subconsultants to their employees.
Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted
annually on May 1 by mutual agreement of the Parties. Escalation of the salary rate
will be in accordance with CPI of LA-Orange County Index. This rate is determined
by the U.S. Department of Labor Statistics, Consumer Price Index—Los Angeles/
Orange County Metropolitan Area.
Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the
term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM.
Overhead Rate consisting of a verified or negotiated percentage specified in
Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its
Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall
remain fixed through the term of this AGREEMENT inclusive of any renewals
identified in Section 3-TERM.
Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate
and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates
specified in Attachment"K". Profit shall remain fixed through the term of this
AGREEMENT, inclusive of any renewals identified in Section 3-TERM.
2) Direct Costs
The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the
actual costs of permits and associated fees, travel, licenses, and other services in
accordance with Attachment"D"—Allowable Direct Costs, as may be specified in
each Task Order proposal. The SANITATION DISTRICT shall not pay markup on
such Direct Costs, Equipment rentals, leases, purchases and other direct costs not
agreed to and specified in the Task Order proposal may only be reimbursed by the
SANITATION DISTRICT with its prior written approval.
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 the Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a"per diem" component approved by the
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 3 of 18
DISTRICT can be found on the U.S. General Service Administration website at
hfti)7//www.gsa.gov/r)ortal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical means
of management of reimbursable costs. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem". CONSULTANT shall return
to the SANITATION DISTRICT any excess reimbursements.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in writing,
at least fifteen (15)days in advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT general 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 a personal vehicle for
local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed at
the discretion of the SANITATION DISTRICT based on reasonableness of meeting
schedules and the amount of time required for travel by the CONSULTANT. Such
determination will be made on a case-by-case basis and at the discretion of the
SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal
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.
All incidental expenses shall be included in the Overhead Rate pursuant to
Subsection A.1) Hourly Labor Rate Schedule above.
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.
3) Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications
in scope of work resulting from Feld investigations and field work required by
Contract. These items may include special equipment, test equipment and tooling
and other materials and services not previously identified. Refer to Attachment"D"—
Allowable Direct Costs for payment information.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 4 of 18
4) Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Task Order Proposal will exceed seventy-five percent
(75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of
this AGREEMENT.
B. Additional Work:
For extra work not a part of this AGREEMENT, written authorization from the SANITATION
DISTRICT is required prior to the CONSULTANT undertaking any extra work.
C. Method of Payment:
The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly
invoices based on the 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.
CONSULTANT shall submit separate invoices for each Task Order on a monthly basis.
CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
D. Task Order Completion
Upon satisfactory completion of the work performed under each Task Order, and prior to
final payment under each Task Order for such work, or prior settlement upon termination
of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute
and deliver to the SANITATION DISTRICT a release of all claims against the
SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such
claims, if any, as may be specifically exempted by CONSULTANT from the operation of
the release in stated amounts to be set forth therein.
E. False Claims
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
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 5 of 18
damages and up to a $10,000 civil penalty for each false claim submitted. This Section
shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim
when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be
presented to an officer or employee of the SANITATION DISTRICT a false claim or
request for payment or approval; (b) knowingly makes, uses, or causes to be made or
used a false record or statement to get a false claim paid or approved by the
SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting
a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses,
or causes to be made or used a false record or statement to conceal, avoid, or decrease
an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent
submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of the false
claim.
F. 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.
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 Section1776 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(e).
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 6 of 18
H. 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. 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.
SECTION 6. 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 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 7 of 18
C. 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 8. INSURANCE
A. General:
i. Insurance shall be issued and underwritten by insurance companies acceptable to the
SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at
least Class V111, or better, in accordance with the most current A.M. Best's Guide
Rating. However, the SANITATION DISTRICT will accept State Compensation
Insurance Fund, for the required policy of Workers Compensation Insurance subject
to the SANITATION DISTRICT's option to require a change in insurer in the event the
State Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose rating drops
below the levels herein specified. Said substitution shall occur within twenty (20) days
of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this
AGREEMENT.
B. General Liability:
The CONSULTANT shall maintain during the life of this AGREEMENT, including the period
of warranty, Commercial General Liability Insurance written on an occurrence basis
providing the following minimum limits of liability coverage: 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 8 of 18
C. Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance required, as set
forth herein, shall be provided for through either a single policy of primary insurance or a
combination of policies of primary and umbrella excess coverage. Umbrella excess liability
coverage shall be issued with limits of liability which, when combined with the primary
insurance, will equal the minimum limits for general liability and automotive liability.
D. Automotive Vehicle Liability Insurance:
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and
other vehicles providing the following minimum limits of liability coverage: Combined single
limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000)
per person for bodily injury and One Million Dollars ($1,000,000) per accident for property
damage. A statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement.
E. Drone Liability Insurance:
If a drone will be used, drone liability insurance must be maintained by CONSULTANT in
the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION
DISTRICT.
F. 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.
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 9 of 18
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 "per 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.
H. 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
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 10 of 18
I. 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, 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.
J. 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.
K. Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
L. 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.
M. 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.
N. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 11 of 18
O. 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 Subconsultants operations
and work.
P. 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 9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's Project team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT and
each Subconsultant, broken down as indicated in Section 4- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project team
members without prior written approval by the SANITATION DISTRICT.
SECTION 10. ENGINEERING REGISTRATION
The CONSULTANT's 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,
requires the services of a registered engineer, such services hereunder will be performed
under the direct supervision of registered engineers who are registered in California.
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 12 of 18
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.
SECTION 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 , agents or employees of the SANITATION DISTRICT and
shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's
employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all
times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to its
staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring,
review, and termination of its staff and shall be accountable for all reports and obligations
respecting them, such as social security, income tax withholding, unemployment
compensation, workers' compensation and similar matters.
SECTION 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.
Notice shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Hadaway, Senior Contracts Administrator
Copy: Carla Dillon, Project Manager
Notice shall be mailed to CONSULTANT at:
MICHAEL BAKER INTERNATIONAL, INC.
5 Hutton Centre Drive
Suite 500
Santa Ana, CA 92707
Attention: Richard Beck, CEP, PWS, CPESC
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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 13 of 18
SECTION 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
Section 13- NOTICES.
SECTION 15. 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.
The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations
of federal, state and local government in all aspects related to this Agreement and any work
completed for the SANITATION DISTRICT.
SECTION 16. 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.
SECTION 17. 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.
SECTION 18. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 14 of 18
SECTION 19. 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
defciency(ies).
SECTION 20. 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, pertain to, or relate directly or
indirectly to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers,
agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants,
subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of
any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the
foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the
Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor
the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's
supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly
or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more
than one cause if any such cause taken alone would otherwise result in the obligation to
indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of
any of the provisions of this AGREEMENT. Under no circumstances shall the insurance
requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT's
indemnification obligation or other liability hereunder. The terms of this AGREEMENT are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 15 of 18
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 21. 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.
SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which
may be amended from time to time.
SECTION 23. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State of California
and the Parties submit to jurisdiction in Orange County, in the event any action is brought in
connection with this Agreement or the performance thereof.
SECTION 24. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
SECTION 25. CONFLICT 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 16 of 18
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 17 of 18
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT,
as of the day and year first above written.
CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Gregory C. Sebourn, PLS Date
Chair, Board of Directors
By
Kelly Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Manager
Attachments: Attachment"A" Scope of Work
Attachment"B" Not Used
Attachment"C" Not Attached
Attachment"D" Allowable Direct Costs
Attachment"E" Not Used
Attachment"F" Not Attached
Attachment"G" Not Attached
Attachment"H" Not Used
Attachment"I" Not Used
Attachment"J" Not Attached
Attachment X' Hourly Labor Rate Schedule
Attachment"L" OCSD Safety Standards
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02
CONFORMED MICHAEL BAKER INTERNATIONAL, INC.
Page 18 of 18
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and
between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "SANITATION DISTRICT"
AND
HELIX ENVIRONMENTAL PLANNING, INC.
hereinafter referred to as "CONSULTANT"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-47, by action
on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT")
for CONTRACT NO. CEQA PLAN2017-03, to CONSULTANT to provide services for selected
projects on a Task Order basis, from September 1. 2017 to August 31, 2018; and
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary CEQA and related services;
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, including the CONSULTANTS Proposal, the Task
Order, and all other attachments listed below shall be incorporated by reference and become
an operative part of this Agreement, upon execution by the SANITATION DISTRICT as
though fully set forth at length herein:
• Executed Task Order inclusive of its Scope of Work;
• The RFTOP, inclusive of the CONSULTANT's Proposal;
• Attachment"A" Scope of Work;
• Attachment"D"Allowable Direct Costs;
• Attachment"K" Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 1 of 18
Should any conflict or inconsistency exist in the contract documents indentified 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:
• The terms of this AGREEMENT and any amendments thereto;
• The provisions of any executed Task Order;
• The provisions of the RFTOP;
• Attachment"D"Allowable Direct Costs;
• Attachment"K" Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards;
• Attachment"A" Scope of Work.
SECTION 2. TASK ORDER 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, scope, time for performance and
compensation.
SECTION 3. TERM
This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on
page 1 above, and terminate on August 31, 2018 unless further extended by written
agreement by the SANITATION DISTRICT 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 for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT
twice, each with a one year term, for a maximim contract duration of three (3)years total.
SECTION 4. COMPENSATION
The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall
not exceed four hundred thousand dollars ($400,000) per year in accordance with the term
described in Section 3 -TERM. The compensation includes, but is not limited to, fees for
professional services (based on individual burdened labor rates and Subconsultant 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 individual 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.
A. Task Order Pricing
The subsections below describe the cost elements to be used in developing the price of
the written Task Orders.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 2 of 18
1) Hourly Labor Rate Schedule
The services by the CONSULTANT, pursuant to each project Task Order, shall be billed
to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to
be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided
by the SANITATION DISTRICT prior to award of Agreement and incorporated herein.
Hourly Labor Rates shall consist of the:
Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each
employee or labor category specified in Attachment W' paid by CONSULTANT and
its Subconsultants to their employees.
Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted
annually on January 1� by mutual agreement of the Parties. Escalation of the salary
rate will be in accordance with CPI of LA-Orange County Index. This rate is
determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los
Angeles/Orange County Metropolitan Area.
Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the
term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM.
Overhead Rate consisting of a verified or negotiated percentage specified in
Attachment W' and applied to the Burdened Salary Rate for CONSULTANT and its
Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall
remain fixed through the term of this AGREEMENT inclusive of any renewals
identified in Section 3-TERM.
Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate
and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates
specified in Attachment"K". Profit shall remain fixed through the term of this
AGREEMENT, inclusive of any renewals identified in Section 3-TERM.
2) Direct Costs
The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the
actual costs of permits and associated fees, travel, licenses, and other services in
accordance with Attachment"D"—Allowable Direct Costs, as may be specified in
each Task Order proposal. The SANITATION DISTRICT shall not pay markup on
such Direct Costs, Equipment rentals, leases, purchases and other direct costs not
agreed to and specified in the Task Order proposal may only be reimbursed by the
SANITATION DISTRICT with its prior written approval.
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 the Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a"per diem" component approved by the
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 3 of 18
DISTRICT can be found on the U.S. General Service Administration website at
hfti)7//www.gsa.gov/r)ortal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical means
of management of reimbursable costs. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem". CONSULTANT shall return
to the SANITATION DISTRICT any excess reimbursements.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in writing,
at least fifteen (15)days in advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT general 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 a personal vehicle for
local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed at
the discretion of the SANITATION DISTRICT based on reasonableness of meeting
schedules and the amount of time required for travel by the CONSULTANT. Such
determination will be made on a case-by-case basis and at the discretion of the
SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal
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.
All incidental expenses shall be included in the Overhead Rate pursuant to
Subsection A.1) Hourly Labor Rate Schedule above.
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.
3) Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications
in scope of work resulting from Feld investigations and field work required by
Contract. These items may include special equipment, test equipment and tooling
and other materials and services not previously identified. Refer to Attachment"D"—
Allowable Direct Costs for payment information.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 4 of 18
4) Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Task Order Proposal will exceed seventy-five percent
(75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of
this AGREEMENT.
B. Additional Work:
For extra work not a part of this AGREEMENT, written authorization from the SANITATION
DISTRICT is required prior to the CONSULTANT undertaking any extra work.
C. Method of Payment:
The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly
invoices based on the 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.
CONSULTANT shall submit separate invoices for each Task Order on a monthly basis.
CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
D. Task Order Completion
Upon satisfactory completion of the work performed under each Task Order, and prior to
final payment under each Task Order for such work, or prior settlement upon termination
of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute
and deliver to the SANITATION DISTRICT a release of all claims against the
SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such
claims, if any, as may be specifically exempted by CONSULTANT from the operation of
the release in stated amounts to be set forth therein.
E. False Claims
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
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 5 of 18
damages and up to a $10,000 civil penalty for each false claim submitted. This Section
shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim
when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be
presented to an officer or employee of the SANITATION DISTRICT a false claim or
request for payment or approval; (b) knowingly makes, uses, or causes to be made or
used a false record or statement to get a false claim paid or approved by the
SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting
a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses,
or causes to be made or used a false record or statement to conceal, avoid, or decrease
an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent
submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of the false
claim.
F. 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.
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 Section1776 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(e).
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 6 of 18
H. 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. 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.
SECTION 6. 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 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 7 of 18
C. 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 8. INSURANCE
A. General:
i. Insurance shall be issued and underwritten by insurance companies acceptable to the
SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at
least Class V111, or better, in accordance with the most current A.M. Best's Guide
Rating. However, the SANITATION DISTRICT will accept State Compensation
Insurance Fund, for the required policy of Workers Compensation Insurance subject
to the SANITATION DISTRICT's option to require a change in insurer in the event the
State Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose rating drops
below the levels herein specified. Said substitution shall occur within twenty (20) days
of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this
AGREEMENT.
B. General Liability:
The CONSULTANT shall maintain during the life of this AGREEMENT, including the period
of warranty, Commercial General Liability Insurance written on an occurrence basis
providing the following minimum limits of liability coverage: 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 8 of 18
C. Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance required, as set
forth herein, shall be provided for through either a single policy of primary insurance or a
combination of policies of primary and umbrella excess coverage. Umbrella excess liability
coverage shall be issued with limits of liability which, when combined with the primary
insurance, will equal the minimum limits for general liability and automotive liability.
D. Automotive Vehicle Liability Insurance:
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and
other vehicles providing the following minimum limits of liability coverage: Combined single
limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000)
per person for bodily injury and One Million Dollars ($1,000,000) per accident for property
damage. A statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement.
E. Drone Liability Insurance:
If a drone will be used, drone liability insurance must be maintained by CONSULTANT in
the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION
DISTRICT.
F. 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.
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 9 of 18
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 "per 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.
H. 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
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 10 of 18
I. 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, 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.
J. 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.
K. Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
L. 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.
M. 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.
N. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 11 of 18
O. 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 Subconsultanfs operations
and work.
P. 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 9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's Project team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT and
each Subconsultant, broken down as indicated in Section 4- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project team
members without prior written approval by the SANITATION DISTRICT.
SECTION 10. ENGINEERING REGISTRATION
The CONSULTANT's 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,
requires the services of a registered engineer, such services hereunder will be performed
under the direct supervision of registered engineers who are registered in California.
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 12 of 18
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.
SECTION 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 , agents or employees of the SANITATION DISTRICT and
shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's
employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all
times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to its
staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring,
review, and termination of its staff and shall be accountable for all reports and obligations
respecting them, such as social security, income tax withholding, unemployment
compensation, workers' compensation and similar matters.
SECTION 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.
Notice shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Hadaway, Senior Contracts Administrator
Copy: Carla Dillon, Project Manager
Notice shall be mailed to CONSULTANT at:
HELIX ENVIRONMENTAL PLANNING, INC.
7578 El Cajon Boulevard
Suite 200
La Mesa, CA 91942
Attention: Michael Schwerin
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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 13 of 18
SECTION 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
Section 13- NOTICES.
SECTION 15. 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.
The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations
of federal, state and local government in all aspects related to this Agreement and any work
completed for the SANITATION DISTRICT.
SECTION 16. 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.
SECTION 17. 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.
SECTION 18. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 14 of 18
SECTION 19. 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
defciency(ies).
SECTION 20. 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, pertain to, or relate directly or
indirectly to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers,
agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants,
subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of
any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the
foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the
Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor
the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's
supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly
or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more
than one cause if any such cause taken alone would otherwise result in the obligation to
indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of
any of the provisions of this AGREEMENT. Under no circumstances shall the insurance
requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT's
indemnification obligation or other liability hereunder. The terms of this AGREEMENT are
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 15 of 18
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 21. 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.
SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which
may be amended from time to time.
SECTION 23. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State of California
and the Parties submit to jurisdiction in Orange County, in the event any action is brought in
connection with this Agreement or the performance thereof.
SECTION 24. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
SECTION 25. CONFLICT 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 16 of 18
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 17 of 18
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT,
as of the day and year first above written.
CONSULTANT: HELIX ENVIRONMENTAL PLANNING, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Gregory C. Sebourn, PLS Date
Chair, Board of Directors
By
Kelly Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Manager
Attachments: Attachment"A" Scope of Work
Attachment'B" Not Used
Attachment"C' Not Attached
Attachment"D" Allowable Direct Costs
Attachment"E" Not Used
Attachment"F" Not Attached
Attachment"G" Not Attached
Attachment"H" Not Used
Attachment"I" Not Used
Attachment"J" Not Attached
Attachment"K" Hourly Labor Rate Schedule
Attachment"L" OCSD Safety Standards
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03
CONFORMED HELIX ENVIRONMENTAL PLANNING, INC.
Page 18 of 18
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and
between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "SANITATION DISTRICT"
AND
ESA
hereinafter referred to as "CONSULTANT"
RECITALS
WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of
Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD47, by action
on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT")
for CONTRACT NO. CEQA PLAN2017-04, to CONSULTANT to provide services for selected
projects on a Task Order basis, from September 1. 2017 to August 31, 2018; and
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary CEQA and related services;
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, including the CONSULTANTS Proposal, the Task
Order, and all other attachments listed below shall be incorporated by reference and become
an operative part of this Agreement, upon execution by the SANITATION DISTRICT as
though fully set forth at length herein:
• Executed Task Order inclusive of its Scope of Work;
• The RFTOP, inclusive of the CONSULTANT's Proposal;
• Attachment"A" Scope of Work;
• Attachment"D"Allowable Direct Costs;
• Attachment"K" Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.04
CONFORMED ESA
Page 1 of 18
Should any conflict or inconsistency exist in the contract documents indentified 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:
• The terms of this AGREEMENT and any amendments thereto;
• The provisions of any executed Task Order;
• The provisions of the RFTOP;
• Attachment"D"Allowable Direct Costs;
• Attachment X' Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards;
• Attachment"A" Scope of Work.
SECTION 2. TASK ORDER 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, scope, time for performance and
compensation.
SECTION 3. TERM
This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on
page 1 above, and terminate on August 31, 2018 unless further extended by written
agreement by the SANITATION DISTRICT 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 for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT
twice, each with a one year term, for a maximim contract duration of three (3)years total.
SECTION 4. COMPENSATION
The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall
not exceed four hundred thousand dollars ($400,000) per year in accordance with the term
described in Section 3 -TERM. The compensation includes, but is not limited to, fees for
professional services (based on individual burdened labor rates and Subconsultant 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 individual 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.
A. Task Order Pricing
The subsections below describe the cost elements to be used in developing the price of
the written Task Orders.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 2 of 18
1) Hourly Labor Rate Schedule
The services by the CONSULTANT, pursuant to each project Task Order, shall be billed
to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to
be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided
by the SANITATION DISTRICT prior to award of Agreement and incorporated herein.
Hourly Labor Rates shall consist of the:
Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each
employee or labor category specified in Attachment"K" paid by CONSULTANT and
its Subconsultants to their employees.
Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted
annually on January 1� by mutual agreement of the Parties. Escalation of the salary
rate will be in accordance with CPI of LA-Orange County Index. This rate is
determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los
Angeles/Orange County Metropolitan Area.
Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the
term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM.
Overhead Rate consisting of a verified or negotiated percentage specified in
Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its
Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall
remain fixed through the term of this AGREEMENT inclusive of any renewals
identified in Section 3-TERM.
Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate
and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates
specified in Attachment"K". Profit shall remain fixed through the term of this
AGREEMENT, inclusive of any renewals identified in Section 3-TERM.
2) Direct Costs
The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the
actual costs of permits and associated fees, travel, licenses, and other services in
accordance with Attachment"D"—Allowable Direct Costs, as may be specified in
each Task Order proposal. The SANITATION DISTRICT shall not pay markup on
such Direct Costs, Equipment rentals, leases, purchases and other direct costs not
agreed to and specified in the Task Order proposal may only be reimbursed by the
SANITATION DISTRICT with its prior written approval.
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 the Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a"per diem" component approved by the
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 3 of 18
DISTRICT can be found on the U.S. General Service Administration website at
hfti)7//www.gsa.gov/r)ortal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical means
of management of reimbursable costs. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem". CONSULTANT shall return
to the SANITATION DISTRICT any excess reimbursements.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in writing,
at least fifteen (15)days in advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT general 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 a personal vehicle for
local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed at
the discretion of the SANITATION DISTRICT based on reasonableness of meeting
schedules and the amount of time required for travel by the CONSULTANT. Such
determination will be made on a case-by-case basis and at the discretion of the
SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal
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.
All incidental expenses shall be included in the Overhead Rate pursuant to
Subsection A.1) Hourly Labor Rate Schedule above.
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.
3) Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications
in scope of work resulting from Feld investigations and field work required by
Contract. These items may include special equipment, test equipment and tooling
and other materials and services not previously identified. Refer to Attachment"D"—
Allowable Direct Costs for payment information.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 4 of 18
4) Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Task Order Proposal will exceed seventy-five percent
(75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of
this AGREEMENT.
B. Additional Work:
For extra work not a part of this AGREEMENT, written authorization from the SANITATION
DISTRICT is required prior to the CONSULTANT undertaking any extra work.
C. Method of Payment:
The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly
invoices based on the 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.
CONSULTANT shall submit separate invoices for each Task Order on a monthly basis.
CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
D. Task Order Completion
Upon satisfactory completion of the work performed under each Task Order, and prior to
final payment under each Task Order for such work, or prior settlement upon termination
of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute
and deliver to the SANITATION DISTRICT a release of all claims against the
SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such
claims, if any, as may be specifically exempted by CONSULTANT from the operation of
the release in stated amounts to be set forth therein.
E. False Claims
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
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 5 of 18
damages and up to a $10,000 civil penalty for each false claim submitted. This Section
shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim
when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be
presented to an officer or employee of the SANITATION DISTRICT a false claim or
request for payment or approval; (b) knowingly makes, uses, or causes to be made or
used a false record or statement to get a false claim paid or approved by the
SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting
a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses,
or causes to be made or used a false record or statement to conceal, avoid, or decrease
an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent
submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of the false
claim.
F. 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.
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 Section1776 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(e).
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 6 of 18
H. 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. 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.
SECTION 6. 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 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 7 of 18
C. 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 8. INSURANCE
A. General:
i. Insurance shall be issued and underwritten by insurance companies acceptable to the
SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at
least Class V111, or better, in accordance with the most current A.M. Best's Guide
Rating. However, the SANITATION DISTRICT will accept State Compensation
Insurance Fund, for the required policy of Workers Compensation Insurance subject
to the SANITATION DISTRICT's option to require a change in insurer in the event the
State Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose rating drops
below the levels herein specified. Said substitution shall occur within twenty (20) days
of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this
AGREEMENT.
B. General Liability:
The CONSULTANT shall maintain during the life of this AGREEMENT, including the period
of warranty, Commercial General Liability Insurance written on an occurrence basis
providing the following minimum limits of liability coverage: 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 8 of 18
C. Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance required, as set
forth herein, shall be provided for through either a single policy of primary insurance or a
combination of policies of primary and umbrella excess coverage. Umbrella excess liability
coverage shall be issued with limits of liability which, when combined with the primary
insurance, will equal the minimum limits for general liability and automotive liability.
D. Automotive Vehicle Liability Insurance:
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and
other vehicles providing the following minimum limits of liability coverage: Combined single
limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000)
per person for bodily injury and One Million Dollars ($1,000,000) per accident for property
damage. A statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement.
E. Drone Liability Insurance:
If a drone will be used, drone liability insurance must be maintained by CONSULTANT in
the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION
DISTRICT.
F. 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.
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 9 of 18
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 "per 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.
H. 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
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 10 of 18
I. 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, 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.
J. 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.
K. Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
L. 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.
M. 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.
N. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 11 of 18
O. 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 Subconsultanfs operations
and work.
P. 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 9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's Project team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT and
each Subconsultant, broken down as indicated in Section 4- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project team
members without prior written approval by the SANITATION DISTRICT.
SECTION 10. ENGINEERING REGISTRATION
The CONSULTANT's 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,
requires the services of a registered engineer, such services hereunder will be performed
under the direct supervision of registered engineers who are registered in California.
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 12 of 18
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.
SECTION 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 , agents or employees of the SANITATION DISTRICT and
shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's
employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all
times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to its
staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring,
review, and termination of its staff and shall be accountable for all reports and obligations
respecting them, such as social security, income tax withholding, unemployment
compensation, workers' compensation and similar matters.
SECTION 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.
Notice shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Hadaway, Senior Contracts Administrator
Copy: Carla Dillon, Project Manager
Notice shall be mailed to CONSULTANT at:
ESA
2121 Alton Parkway
Suite 100
Irvine, CA 92606
Attention: Tom Barnes
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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 13 of 18
SECTION 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
Section 13- NOTICES.
SECTION 15. 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.
The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations
of federal, state and local government in all aspects related to this Agreement and any work
completed for the SANITATION DISTRICT.
SECTION 16. 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.
SECTION 17. 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.
SECTION 18. 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 14 of 18
SECTION 19. 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
defciency(ies).
SECTION 20. 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, pertain to, or relate directly or
indirectly to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers,
agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants,
subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of
any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the
foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the
Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor
the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's
supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly
or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more
than one cause if any such cause taken alone would otherwise result in the obligation to
indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of
any of the provisions of this AGREEMENT. Under no circumstances shall the insurance
requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT's
indemnification obligation or other liability hereunder. The terms of this AGREEMENT are
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 15 of 18
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 21. 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.
SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which
may be amended from time to time.
SECTION 23. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State of California
and the Parties submit to jurisdiction in Orange County, in the event any action is brought in
connection with this Agreement or the performance thereof.
SECTION 24. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
SECTION 25. CONFLICT 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 16 of 18
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 17 of 18
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT,
as of the day and year first above written.
CONSULTANT: ESA
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Gregory C. Sebourn, PLS Date
Chair, Board of Directors
By
Kelly Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Manager
Attachments: Attachment"A" Scope of Work
Attachment"B" Not Used
Attachment"C" Not Attached
Attachment"D" Allowable Direct Costs
Attachment"E" Not Used
Attachment"F" Not Attached
Attachment"G" Not Attached
Attachment"H" Not Used
Attachment"I" Not Used
Attachment"J" Not Attached
Attachment X' Hourly Labor Rate Schedule
Attachment"L" OCSD Safety Standards
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04
CONFORMED ESA
Page 18 of 18
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and
between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "SANITATION DISTRICT"
AND
AECOM 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 in accordance with Ordinance No. OCSD-47, by action
on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT")
for CONTRACT NO. CEQA PLAN2017-05, to CONSULTANT to provide services for selected
projects on a Task Order basis, from September 1. 2017 to August 31, 2018; and
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary CEQA and related services;
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, including the CONSULTANTS Proposal, the Task
Order, and all other attachments listed below shall be incorporated by reference and become
an operative part of this Agreement, upon execution by the SANITATION DISTRICT as
though fully set forth at length herein:
• Executed Task Order inclusive of its Scope of Work;
• The RFTOP, inclusive of the CONSULTANT's Proposal;
• Attachment"A" Scope of Work;
• Attachment"D"Allowable Direct Costs;
• Attachment"K" Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 1 of 18
Should any conflict or inconsistency exist in the contract documents indentified 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:
• The terms of this AGREEMENT and any amendments thereto;
• The provisions of any executed Task Order;
• The provisions of the RFTOP;
• Attachment"D"Allowable Direct Costs;
• Attachment X' Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards;
• Attachment"A" Scope of Work.
SECTION 2. TASK ORDER 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, scope, time for performance and
compensation.
SECTION 3. TERM
This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on
page 1 above, and terminate on August 31, 2018 unless further extended by written
agreement by the SANITATION DISTRICT 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 for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT
twice, each with a one year term, for a maximim contract duration of three (3)years total.
SECTION 4. COMPENSATION
The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall
not exceed four hundred thousand dollars ($400,000) per year in accordance with the term
described in Section 3 -TERM. The compensation includes, but is not limited to, fees for
professional services (based on individual burdened labor rates and Subconsultant 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 individual 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.
A. Task Order Pricing
The subsections below describe the cost elements to be used in developing the price of
the written Task Orders.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 2 of 18
1) Hourly Labor Rate Schedule
The services by the CONSULTANT, pursuant to each project Task Order, shall be billed
to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to
be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided
by the SANITATION DISTRICT prior to award of Agreement and incorporated herein.
Hourly Labor Rates shall consist of the:
Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each
employee or labor category specified in Attachment"K" paid by CONSULTANT and
its Subconsultants to their employees.
Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted
annually on January V1 by mutual agreement of the Parties. Escalation of the salary
rate will be in accordance with CPI of LA-Orange County Index. This rate is
determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los
Angeles/Orange County Metropolitan Area.
Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the
term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM.
Overhead Rate consisting of a verified or negotiated percentage specified in
Attachment"K"and applied to the Burdened Salary Rate for CONSULTANT and its
Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall
remain fixed through the term of this AGREEMENT inclusive of any renewals
identified in Section 3-TERM.
Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate
and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates
specified in Attachment W'. Profit shall remain fixed through the term of this
AGREEMENT, inclusive of any renewals identified in Section 3-TERM.
2) Direct Costs
The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the
actual costs of permits and associated fees, travel, licenses, and other services in
accordance with Attachment"D"—Allowable Direct Costs, as may be specified in
each Task Order proposal. The SANITATION DISTRICT shall not pay markup on
such Direct Costs, Equipment rentals, leases, purchases and other direct costs not
agreed to and specified in the Task Order proposal may only be reimbursed by the
SANITATION DISTRICT with its prior written approval.
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 the Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem" component approved by the
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 3 of 18
DISTRICT can be found on the U.S. General Service Administration website at
hfti)7//www.gsa.gov/r)ortal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical means
of management of reimbursable costs. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem". CONSULTANT shall return
to the SANITATION DISTRICT any excess reimbursements.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in writing,
at least fifteen (15)days in advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT general 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 a personal vehicle for
local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed at
the discretion of the SANITATION DISTRICT based on reasonableness of meeting
schedules and the amount of time required for travel by the CONSULTANT. Such
determination will be made on a case-by-case basis and at the discretion of the
SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal
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.
All incidental expenses shall be included in the Overhead Rate pursuant to
Subsection A.1) Hourly Labor Rate Schedule above.
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.
3) Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications
in scope of work resulting from Feld investigations and field work required by
Contract. These items may include special equipment, test equipment and tooling
and other materials and services not previously identified. Refer to Attachment"D"—
Allowable Direct Costs for payment information.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 4 of 18
4) Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Task Order Proposal will exceed seventy-five percent
(75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of
this AGREEMENT.
B. Additional Work:
For extra work not a part of this AGREEMENT, written authorization from the SANITATION
DISTRICT is required prior to the CONSULTANT undertaking any extra work.
C. Method of Payment:
The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly
invoices based on the 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.
CONSULTANT shall submit separate invoices for each Task Order on a monthly basis.
CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
D. Task Order Completion
Upon satisfactory completion of the work performed under each Task Order, and prior to
final payment under each Task Order for such work, or prior settlement upon termination
of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute
and deliver to the SANITATION DISTRICT a release of all claims against the
SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such
claims, if any, as may be specifically exempted by CONSULTANT from the operation of
the release in stated amounts to be set forth therein.
E. False Claims
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
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 5 of 18
damages and up to a $10,000 civil penalty for each false claim submitted. This Section
shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim
when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be
presented to an officer or employee of the SANITATION DISTRICT a false claim or
request for payment or approval; (b) knowingly makes, uses, or causes to be made or
used a false record or statement to get a false claim paid or approved by the
SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting
a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses,
or causes to be made or used a false record or statement to conceal, avoid, or decrease
an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent
submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of the false
claim.
F. 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.
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 Section1776 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(e).
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 6 of 18
H. 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. 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.
SECTION 6. 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 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 7 of 18
C. 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 8. INSURANCE
A. General:
i. Insurance shall be issued and underwritten by insurance companies acceptable to the
SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at
least Class V111, or better, in accordance with the most current A.M. Best's Guide
Rating. However, the SANITATION DISTRICT will accept State Compensation
Insurance Fund, for the required policy of Workers Compensation Insurance subject
to the SANITATION DISTRICT's option to require a change in insurer in the event the
State Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose rating drops
below the levels herein specified. Said substitution shall occur within twenty (20) days
of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this
AGREEMENT.
B. General Liability:
The CONSULTANT shall maintain during the life of this AGREEMENT, including the period
of warranty, Commercial General Liability Insurance written on an occurrence basis
providing the following minimum limits of liability coverage: 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 8 of 18
C. Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance required, as set
forth herein, shall be provided for through either a single policy of primary insurance or a
combination of policies of primary and umbrella excess coverage. Umbrella excess liability
coverage shall be issued with limits of liability which, when combined with the primary
insurance, will equal the minimum limits for general liability and automotive liability.
D. Automotive Vehicle Liability Insurance:
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and
other vehicles providing the following minimum limits of liability coverage: Combined single
limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000)
per person for bodily injury and One Million Dollars ($1,000,000) per accident for property
damage. A statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement.
E. Drone Liability Insurance:
If a drone will be used, drone liability insurance must be maintained by CONSULTANT in
the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION
DISTRICT.
F. 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.
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 9 of 18
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 "per 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.
H. 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
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 10 of 18
I. 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, 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.
J. 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.
K. Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
L. 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.
M. 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.
N. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 11 of 18
O. 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 Subconsultants operations
and work.
P. 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 9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's Project team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT and
each Subconsultant, broken down as indicated in Section 4- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project team
members without prior written approval by the SANITATION DISTRICT.
SECTION 10. ENGINEERING REGISTRATION
The CONSULTANT's 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,
requires the services of a registered engineer, such services hereunder will be performed
under the direct supervision of registered engineers who are registered in California.
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 12 of 18
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.
SECTION 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 , agents or employees of the SANITATION DISTRICT and
shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's
employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all
times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to its
staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring,
review, and termination of its staff and shall be accountable for all reports and obligations
respecting them, such as social security, income tax withholding, unemployment
compensation, workers' compensation and similar matters.
SECTION 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.
Notice shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Hadaway, Senior Contracts Administrator
Copy: Carla Dillon, Project Manager
Notice shall be mailed to CONSULTANT at:
AECOM TECHNICAL SERVICES, INC.
999 Town and Country Road
Orange, CA 92868
Attention: Jennifer Ziv
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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 13 of 18
SECTION 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
Section 13- NOTICES.
SECTION 15. 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.
The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations
of federal, state and local government in all aspects related to this Agreement and any work
completed for the SANITATION DISTRICT.
SECTION 16. 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.
SECTION 17. 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.
SECTION 18. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 14 of 18
SECTION 19. 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
defciency(ies).
SECTION 20. 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, pertain to, or relate directly or
indirectly to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers,
agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants,
subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of
any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the
foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the
Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor
the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's
supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly
or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more
than one cause if any such cause taken alone would otherwise result in the obligation to
indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of
any of the provisions of this AGREEMENT. Under no circumstances shall the insurance
requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT's
indemnification obligation or other liability hereunder. The terms of this AGREEMENT are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 15 of 18
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 21. 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.
SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which
may be amended from time to time.
SECTION 23. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State of California
and the Parties submit to jurisdiction in Orange County, in the event any action is brought in
connection with this Agreement or the performance thereof.
SECTION 24. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
SECTION 25. CONFLICT 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 16 of 18
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 17 of 18
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT,
as of the day and year first above written.
CONSULTANT: AECOM TECHNICAL SERVICES, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Gregory C. Sebourn, PLS Date
Chair, Board of Directors
By
Kelly Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Manager
Attachments: Attachment"A" Scope of Work
Attachment"B" Not Used
Attachment"C" Not Attached
Attachment"D" Allowable Direct Costs
Attachment"E" Not Used
Attachment"F" Not Attached
Attachment"G" Not Attached
Attachment"H" Not Used
Attachment"I" Not Used
Attachment"J" Not Attached
Attachment X' Hourly Labor Rate Schedule
Attachment"L" OCSD Safety Standards
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05
CONFORMED AECOM TECHNICAL SERVICES, INC.
Page 18 of 18
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and
between:
ORANGE COUNTY SANITATION DISTRICT
hereinafter referred to as "SANITATION DISTRICT"
AND
LSA 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 in accordance with Ordinance No. OCSD-47, by action
on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT")
for CONTRACT NO. CEQA PLAN2017-06, to CONSULTANT to provide services for selected
projects on a Task Order basis, from September 1. 2017 to August 31, 2018; and
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the necessary CEQA and related services;
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, including the CONSULTANTS Proposal, the Task
Order, and all other attachments listed below shall be incorporated by reference and become
an operative part of this Agreement, upon execution by the SANITATION DISTRICT as
though fully set forth at length herein:
• Executed Task Order inclusive of its Scope of Work;
• The RFTOP, inclusive of the CONSULTANT's Proposal;
• Attachment"A" Scope of Work;
• Attachment"D"Allowable Direct Costs;
• Attachment"K" Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 1 of 18
Should any conflict or inconsistency exist in the contract documents indentified 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:
• The terms of this AGREEMENT and any amendments thereto;
• The provisions of any executed Task Order;
• The provisions of the RFTOP;
• Attachment"D"Allowable Direct Costs;
• Attachment"IC' Hourly Labor Rate Schedule;
• Attachment"L" OCSD Safety Standards;
• Attachment"A" Scope of Work.
SECTION 2. TASK ORDER 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, scope, time for performance and
compensation.
SECTION 3. TERM
This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on
page 1 above, and terminate on August 31, 2018 unless further extended by written
agreement by the SANITATION DISTRICT 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 for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT
twice, each with a one year term, for a maximim contract duration of three (3)years total.
SECTION 4. COMPENSATION
The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall
not exceed four hundred thousand dollars ($400,000) per year in accordance with the term
described in Section 3 -TERM. The compensation includes, but is not limited to, fees for
professional services (based on individual burdened labor rates and Subconsultant 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 individual 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.
A. Task Order Pricing
The subsections below describe the cost elements to be used in developing the price of
the written Task Orders.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 2 of 18
1) Hourly Labor Rate Schedule
The services by the CONSULTANT, pursuant to each project Task Order, shall be billed
to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to
be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided
by the SANITATION DISTRICT prior to award of Agreement and incorporated herein.
Hourly Labor Rates shall consist of the:
Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each
employee or labor category specified in Attachment"K" paid by CONSULTANT and
its Subconsultants to their employees.
Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted
annually on June 1° by mutual agreement of the Parties. Escalation of the salary rate
will be in accordance with CPI of LA-Orange County Index. This rate is determined
by the U.S. Department of Labor Statistics, Consumer Price Index—Los Angeles/
Orange County Metropolitan Area.
Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the
term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM.
Overhead Rate consisting of a verified or negotiated percentage specified in
Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its
Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall
remain fixed through the term of this AGREEMENT inclusive of any renewals
identified in Section 3-TERM.
Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate
and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates
specified in Attachment W'. Profit shall remain fixed through the term of this
AGREEMENT, inclusive of any renewals identified in Section 3-TERM.
2) Direct Costs
The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the
actual costs of permits and associated fees, travel, licenses, and other services in
accordance with Attachment"D"—Allowable Direct Costs, as may be specified in
each Task Order proposal. The SANITATION DISTRICT shall not pay markup on
such Direct Costs, Equipment rentals, leases, purchases and other direct costs not
agreed to and specified in the Task Order proposal may only be reimbursed by the
SANITATION DISTRICT with its prior written approval.
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 the Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem" component approved by the
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 3 of 18
DISTRICT can be found on the U.S. General Service Administration website at
hfti)7//www.gsa.gov/r)ortal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical means
of management of reimbursable costs. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem". CONSULTANT shall return
to the SANITATION DISTRICT any excess reimbursements.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in writing,
at least fifteen (15)days in advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT general 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 a personal vehicle for
local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed at
the discretion of the SANITATION DISTRICT based on reasonableness of meeting
schedules and the amount of time required for travel by the CONSULTANT. Such
determination will be made on a case-by-case basis and at the discretion of the
SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal
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.
All incidental expenses shall be included in the Overhead Rate pursuant to
Subsection A.1) Hourly Labor Rate Schedule above.
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.
3) Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications
in scope of work resulting from Feld investigations and field work required by
Contract. These items may include special equipment, test equipment and tooling
and other materials and services not previously identified. Refer to Attachment"D"—
Allowable Direct Costs for payment information.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 4 of 18
4) Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Task Order Proposal will exceed seventy-five percent
(75%) of the not-to-exceed amount of the Task Order, including any 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 of a Task Order is a material breach of
this AGREEMENT.
B. Additional Work:
For extra work not a part of this AGREEMENT, written authorization from the SANITATION
DISTRICT is required prior to the CONSULTANT undertaking any extra work.
C. Method of Payment:
The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly
invoices based on the 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.
CONSULTANT shall submit separate invoices for each Task Order on a monthly basis.
CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
D. Task Order Completion
Upon satisfactory completion of the work performed under each Task Order, and prior to
final payment under each Task Order for such work, or prior settlement upon termination
of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute
and deliver to the SANITATION DISTRICT a release of all claims against the
SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such
claims, if any, as may be specifically exempted by CONSULTANT from the operation of
the release in stated amounts to be set forth therein.
E. False Claims
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
PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 5 of 18
damages and up to a $10,000 civil penalty for each false claim submitted. This Section
shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim
when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be
presented to an officer or employee of the SANITATION DISTRICT a false claim or
request for payment or approval; (b) knowingly makes, uses, or causes to be made or
used a false record or statement to get a false claim paid or approved by the
SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting
a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses,
or causes to be made or used a false record or statement to conceal, avoid, or decrease
an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent
submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of the false
claim.
F. 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.
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 Section1776 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(e).
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 6 of 18
H. 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. 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.
SECTION 6. 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 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 7 of 18
C. 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 8. INSURANCE
A. General:
i. Insurance shall be issued and underwritten by insurance companies acceptable to the
SANITATION DISTRICT.
ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at
least Class V111, or better, in accordance with the most current A.M. Best's Guide
Rating. However, the SANITATION DISTRICT will accept State Compensation
Insurance Fund, for the required policy of Workers Compensation Insurance subject
to the SANITATION DISTRICT's option to require a change in insurer in the event the
State Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose rating drops
below the levels herein specified. Said substitution shall occur within twenty (20) days
of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this
AGREEMENT.
B. General Liability:
The CONSULTANT shall maintain during the life of this AGREEMENT, including the period
of warranty, Commercial General Liability Insurance written on an occurrence basis
providing the following minimum limits of liability coverage: 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 8 of 18
C. Umbrella Excess Liability:
The minimum limits of general liability and Automotive Liability Insurance required, as set
forth herein, shall be provided for through either a single policy of primary insurance or a
combination of policies of primary and umbrella excess coverage. Umbrella excess liability
coverage shall be issued with limits of liability which, when combined with the primary
insurance, will equal the minimum limits for general liability and automotive liability.
D. Automotive Vehicle Liability Insurance:
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and
other vehicles providing the following minimum limits of liability coverage: Combined single
limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000)
per person for bodily injury and One Million Dollars ($1,000,000) per accident for property
damage. A statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement.
E. Drone Liability Insurance:
If a drone will be used, drone liability insurance must be maintained by CONSULTANT in
the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION
DISTRICT.
F. 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.
G. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 9 of 18
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 "per 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.
H. 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
(Auto Liability) the SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2570 or equivalent
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 10 of 18
I. 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, 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.
J. 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.
K. Separation of Insured:
All liability policies shall contain a "Separation of Insureds" clause.
L. 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.
M. 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.
N. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 11 of 18
O. 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 Subconsultants operations
and work.
P. 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 9. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this
AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's
project team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's Project team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT and
each Subconsultant, broken down as indicated in Section 4- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT's project team
members without prior written approval by the SANITATION DISTRICT.
SECTION 10. ENGINEERING REGISTRATION
The CONSULTANT's 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,
requires the services of a registered engineer, such services hereunder will be performed
under the direct supervision of registered engineers who are registered in California.
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 12 of 18
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.
SECTION 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 , agents or employees of the SANITATION DISTRICT and
shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's
employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all
times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall
monitor and control its staff and pay wages, salaries, and other amounts due directly to its
staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring,
review, and termination of its staff and shall be accountable for all reports and obligations
respecting them, such as social security, income tax withholding, unemployment
compensation, workers' compensation and similar matters.
SECTION 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.
Notice shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Hadaway, Senior Contracts Administrator
Copy: Carla Dillon, Project Manager
Notice shall be mailed to CONSULTANT at:
LSA ASSOCIATES, INC.
20 Executive Park
Suite 200
Irvine, CA 92614
Attention: Nicole Dubois
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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 13 of 18
SECTION 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
Section 13- NOTICES.
SECTION 15. 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.
The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations
of federal, state and local government in all aspects related to this Agreement and any work
completed for the SANITATION DISTRICT.
SECTION 16. 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.
SECTION 17. 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.
SECTION 18. 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 14 of 18
SECTION 19. 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
defciency(ies).
SECTION 20. 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, pertain to, or relate directly or
indirectly to any work performed, or any operations, activities, or services provided by
CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the
negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers,
agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants,
subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of
any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the
foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the
Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor
the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's
supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly
or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more
than one cause if any such cause taken alone would otherwise result in the obligation to
indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of
any of the provisions of this AGREEMENT. Under no circumstances shall the insurance
requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT's
indemnification obligation or other liability hereunder. The terms of this AGREEMENT are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 15 of 18
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 21. 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.
SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which
may be amended from time to time.
SECTION 23. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State of California
and the Parties submit to jurisdiction in Orange County, in the event any action is brought in
connection with this Agreement or the performance thereof.
SECTION 24. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
SECTION 25. CONFLICT 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 16 of 18
SECTION 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.
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 17 of 18
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT,
as of the day and year first above written.
CONSULTANT: LSA ASSOCIATES, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Gregory C. Sebourn, PLS Date
Chair, Board of Directors
By
Kelly Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Manager
Attachments: Attachment"A" Scope of Work
Attachment"B" Not Used
Attachment"C" Not Attached
Attachment"D" Allowable Direct Costs
Attachment"E" Not Used
Attachment"F" Not Attached
Attachment"G" Not Attached
Attachment"H" Not Used
Attachment"I" Not Used
Attachment"J" Not Attached
Attachment X' Hourly Labor Rate Schedule
Attachment"L" OCSD Safety Standards
PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06
CONFORMED LSA ASSOCIATES, INC.
Page 18 of 18
OPERATIONS COMMITTEE Meeting Date TOBd.of Dir.
07/05/17 07/26/17
AGENDA REPORT emNamber Item Number
9 10
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1,
PROJECT NO. P1-101
GENERAL MANAGER'S RECOMMENDATION
Approve a contingency increase of $5,718,000 (4.5%) to the construction contract with
W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project
No. P1-101, for a total contingency amount of$9,518,000 (7.5 %).
BACKGROUND
Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, replaces existing
solids dewatering and odor control systems, and installs sludge thickening systems at the
Orange County Sanitation District (Sanitation District), Plant No. 1. The objectives of the
project include the following:
1. Replace aging sludge dewatering facilities built in the late 1970s and early 1980s.
2. Provide additional solids handling capacity by improving sludge thickening as a
cost-effective alternative to constructing new digesters.
3. Reduce annual biosolids management costs by reducing biosolids water content.
Currently, the project is physically 95% complete, but there remains a significant
commissioning effort followed by demolition of the existing facility. This project is the
most complex at the Sanitation District and includes sludge conveyance, dewatering and
thickening centrifuge operation, biosolids conveyance, chemical treatment, odor control,
and truck loading systems. Testing these primary process systems, coupled with the
building and safety systems presents significant continuing project risks.
The complexity of the project has resulted in more changes than originally anticipated
that have led to additional costs and delays. A contingency forecast that considers all
project changes to date (including those not yet negotiated) predicts that up to 90% of the
available contingency may be expended with known issues. Furthermore, the
construction schedule is currently forecasted for a two-year schedule delay to the original
four-year construction duration.
Moving forward, additional contingency is requested for risks related to the extensive
commissioning effort, as well as likely Contractor claims for delay-related costs. The
number of changes and resultant impact to the schedule was not anticipated; however,
the project team is working with the Contractor to identify, assess, and mitigate delays
and potential additional costs.
Page 1 of 3
RELEVANT STANDARDS
• Ensure the public's money is wisely spent
• Provide a safe and collegial workplace
PROBLEM
Change orders and construction delays have resulted in additional cost impacts to the
project. The approved construction contract contingency is not estimated to be sufficient
to complete construction.
PROPOSED SOLUTION
The Contractor and Sanitation District staff are working cooperatively to streamline the
commissioning process to minimize compensable delays, as well as to mitigate impacts
as they are identified, and to limit potential future construction changes. Staff requests
an increase in the construction contract contingency of $5,718,000 (4.5%) from
$3,800,000 (3%) for a total contingency of $9,518,000 (7.5%). The project budget is
sufficient for this change and no additional funding is needed.
TIMING CONCERNS
The contingency increase will allow any required changes to be addressed and potential
claims settled without causing additional project delays.
RAMIFICATIONS OF NOT TAKING ACTION
Completion of the remaining work in a timely fashion may not be possible if the
construction contract contingency is insufficient to cover the costs for potential unknown
conditions and for the extended time for commissioning. Without the additional funds,
construction and commissioning activities would be severely hampered and project
delays would be incurred.
PRIOR COMMITTEE/BOARD ACTIONS
November 2012 - Awarded a construction contract to W.M. Lyles Company for a total
amount not to exceed $126,908,300, and approved a contingency of$3,800,000 (3%).
ADDITIONAL INFORMATION
There have been a significant number of contract changes on this project and these have
largely fallen into two primary categories—design optimizations and unknown conditions.
The design optimizations involve changes to improve the cake pumping process,
functionality changes to improve operation and maintenance of the facility, and
clarifications to the design to account for omissions in the contract documents. The
changes relating to unknown conditions involve conflicts with underground utilities,
maintaining existing plant facilities in service, adapting temporary facilities, existing
Page 2 d 3
instrumentation coordination, and existing facilities that did not match the contract
drawings. Some of these changes, or combinations of changes, have resulted in
schedule delays, some of which may result in contractor overhead delay costs.
The Sanitation District and Contractor are continuing to work proactively to mitigate
potential change order costs and schedule delays. One example of this is a resequencing
of the schedule to commission the dewatering system first, which will allow for the
Sanitation District use of the system prior to the end of the project. This resequencing
will save operating costs and allow demolition work of the existing dewatering systems
earlier in the project saving schedule time.
CEQA
Construction of this project is within the scope of the Subsequent Environmental Impact
Report for the Secondary Treatment and Plan Improvement Project, dated March 2005.
The Subsequent Environmental Impact Report for the Secondary Treatment and Plan
Improvement Project, supplementing the Sanitation District's Strategic Plan Program
Environmental Impact Report (PEIR), was certified in October 1999. Pursuant to CEQA
Guidelines section 15168(c)(4), the Sanitation District has used a written checklist to
document its evaluation of the project and has determined that the project is still within
the scope of PEIR.
In addition, the project was determined to be eligible for a categorical exclusion under the
National Environmental Pollution Act (NEPA) in June 2006.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (FY2016-17 and 2017-18), Section 8, Page 50,
and the budget is sufficient for the recommended action.
Date of Aooroval Contract Amount Contincencv
11/28/2012 $126,908,300 $3,800,000(3.0%)
07/26/2017 $5,718,000(4.5%)
$9,518,000(7.5%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Presentation from 7/5/2017 Operations Committee meeting
AL:dm:gc
Page 3 of 3
`yl
u - i-
- ua.
SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1
PROJECT P1-101
'_-- • • Committee
- -
017 ,►
Plant No . 1
Before P1 -100 & P1-101 Projects
PRIMARY
CLARIFIER DIGESTER BELT FILTER
PRESSES CAKE CAKE
Q STORAGE LOADOUT
DISSOLVED AIR
SECONDARY FLOTATION
CLARIFIER THICKENERS
After P1 -100 & P1 -101 Projects
PRIMARY THICKENING
CLARIFIER CENTRIFUGE DI STER
DEWATERNG CAKE CAKE
CENTRIFUGE STORAGE LOADOUT
SECONDARY
CLARIFIER
Project Scope
• Construct new sludge thickening facilities
• Replace aging dewatering facilities
• Replace aging solids handling odor control
• Rehabilitate storage and truck loadout facility
Current Progress
• New Facilities are 95% physically complete
• Building and mechanical installations are
complete
• Electrical terminations and testing ongoing.
• Rehabilitation and commissioning of two of the
four existing sludge storage silos is complete .
'�, -
�. � _;.
i � � _
T,.
New Pipe Rack and Wall
�Nti ri -
T
1 A ■* { � rlw��
1
f'
• • • • � • •
� :- � _ -�
�._ �
-- , ,,.
,�
ram' .
��� i � � � ,
�� „ � , � a �.
• 1
'"F'���
�.
�.-`�� _
�.
a- F�
• . � • � � • •
_ '
. . � _ w.... �I .. _.�
- _ - _ -.a I i��l
1
i
IiI
. 4 ,
I nprl�.'�-"
T&D Electrical Panels
■
r
r
vni - I/INV
i�� IIII I� 1DIIIIR
Allnni�iitrn _
1 � ' J■3 � L
'III
Systems Requiring Commissioning
Totalof
Fiber& PLCs Secondary Truck Thickening- Mix, Age Sludge Cake Drainage and
System Load-Out and Feed Polymer Conveyance Slop Pump
Electrical System Trickling Filter Systems System Systems
Cake Silos 1& 3 Sludge Pump 1 Dewatering- Mix,Age Centrate System Industrial Water
Cake Silos 2&4 Trickling Filter and Feed Polymer Sludge Cake Booster Pumps
Silo Foul Air Sludge Pump 2 System Transfer System System
Collection System Trickling Filter Caustic Soda Bulk Foul Air Collection Water Softener
Permanent/ Sludge Valve Storage& Feed System Systems System
Primary Truck (Suction Side) Sulfuric Acid Bulk Odor Control Bridge Crane
Load-Out Trickling Filter Storage& Feed System System System
Secondary Truck Sludge Valve Thickening Centrifuge Bleach Facility Power Building
Load-Out Foul Air (Discharge Side) System Pumps A&D 2 (Engine
Collection System Sludge Feed System Thickened Sludge Bleach Facility Generator)
• (PS, WAS,SW,TFS) Transfer System Pumps B&C HVAC System
Blend Tanks Dewatering Centrifuge Security System
Bulk Storage System Fire Alarm
Polymer Systems System
Remaining Work
• Electrical terminations and programming
• Testing and commissioning
• Rehabilitation and commissioning of remaining
silos and truck loadout facility
• Demolition of existing sludge dewatering and
odor control facilities
Project Challenges
• Unknown Conditions (existing utility conflicts,
temporary facilities, existing facility conflicts,
existing instrumentation coordination, etc. )
• Design clarifications and omissions
• Cake Pump Change
• Functionality changes for ease of Operations
and Maintenance
Major Additional Work Items
% CONTINGENCY
Change Orders to Date $1,500,000 1.2%
Open Changes, Contractor Requests &
Disputed Items $3,000,000 2.3%
SUBTOTAL $4,500,000 3.5%
Schedule Impacts & Delays (Estimate) $2,500,000 2.0%
Potential Future Changes (Forecast) $2,500,000 2.0%
TOTAL $9,500,000 7.5%
Schedule Delays
• Non-compensable Delays :
Relocation of Gas Lines 139 days
Silos 1 and 3 piston pump programming delays 208 days
Additional Commissioning Time (Estimated) +/- 250 days
• Potentially Compensable Delays :
Delay to Commissioning Silos 1 & 3 (Estimated) +/-100 days
Delay to Start of Commissioning at T&D (Estimated) +/- 100 days
Mitigation Measures
• Implemented a " Management Oversight
Committee"
• Implemented collaborative " Panel Task Force"
• Holding schedule workshops to prioritize
work, and to identify & mitigate delays
• Streamlining commissioning procedures
• Sequence commissioning of the dewatering
system first
Recommended Action
• Approve a contingency increase of $5, 718, 123
(4. 5%) to the construction contract with W. M .
Lyles Company for Sludge Dewatering and Odor
Control at Plant No . 1, Project No . P1- 101, for a
total contingency amount of $9, 518, 123 (7 . 5%) .
Questions ?
OPERATIONS COMMITTEE Meeting Date TO Bd.dDir.
0
7/0
5
/17 07/26/17
AGENDA REPORT Rem Number Item Number
9.1
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND
PAVING AREA, CONTRACT NO. P1-115B
GENERAL MANAGER'S RECOMMENDATION
A. Receive and file bid tabulation and recommendation;
B. Award a construction contract to ODC Engineering and Technology for
Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract
No. P1-115B, part of Title 24 Access Compliance and Building Rehabilitation,
Project No. P1-115, fora total amount not to exceed $2,235,609;
C. Approve a contingency of $223,563 (10%); and
D. Approve a budget increase of $791,000 for Title 24 Access Compliance and
Building Rehabilitation, Project No. P1-115, for a total budget amount of
$18,400,000.
BACKGROUND
Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract
No. P1-115B, is the second of two construction contracts under Title 24 Access
Compliance and Building Rehabilitation, Project No. P1-115, which retrofits existing
support buildings and trailers at Plant No. 1 to meet accessibility and other code
requirements, and provide maintenance replacements such as roofs and lighting.
The scope of Contract No. P1-115A included refurbishment of Buildings 1, 2, 3, 4, 5, 6,
and 7; Shop A and B; demolition of Building H; and general grading and paving of the
area. This construction contract generally refurbished the buildings listed, extending their
service life and bringing them into compliance with new safety, energy, access, and
seismic regulations to satisfy an agreement with the City of Fountain Valley regarding
building permitting.
The scope of Contract No. P1-115B includes replacement of roofing at Building 8 and the
Fleet Services Building, installation of guardrail along the roofs, upgrades to the lighting
inside both buildings, and office renovations in the Fleet Services Building to provide an
equal facilitation restroom. Additionally, the project will install car charging stations for
the Orange County Sanitation District's (Sanitation District) electric vehicles recently
added to its fleet, and will replace the deteriorated pavement in the surrounding parking
lot areas.
Page 1 d 4
The Sanitation District received two sealed bids on May 24, 2017. The low bid exceeded
the engineer's estimate by approximately 6%. The bids were evaluated in accordance
with the Sanitation District's policies and procedures.
Staff estimates that this project will require an additional $791,000 of project budget. The
additional budget is requested to cover greater staff effort with a longer construction
duration, a higher bid cost than assumed for the previous budget, and higher than
anticipated staff costs associated with closing out the first of the two construction
contracts. The staff budget had been based on a construction duration of 300 calendar
days, but as the final design was completed, it was realized that 485 calendar days would
be needed to sequence the work to maintain productive use of the facilities during
construction.
RELEVANT STANDARDS
• CA Government Code Section 20783: Award to the "Lowest Responsive and
Responsible Bidder."
PROBLEM
Building 8 and the Fleet Services buildings need maintenance repairs and upgrades to
meet accessibility requirements and other code requirements. Also, the surrounding
pavement is in poor condition and needs to be replaced to provide proper drainage.
Based on the higher bid amount of this contract, greater staff effort associated with a
longer construction duration, and higher than anticipated staff costs to complete Contract
No. P1-115A, an increase in the project budget of$791,000 is recommended.
PROPOSED SOLUTION
Award the construction contract, Rehabilitation of Fleet Services Building, Building 8 and
Paving Area, Contract No. P1-11513, and increase the project budget.
TIMING CONCERNS
The roofs at both buildings are in need of replacement and also need upgrades to meet
accessibility and current code requirements. Since the work includes roof repairs, starting
the project in the summer 2017 will allow the Contractor to replace the roofs before the
wet weather season.
RAMIFICATIONS OF NOT TAKING ACTION
Increased repair costs from leaking roofs and potential safety concerns due to
accessibility to rooftop equipment.
Page 2 of 4
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Sanitation District advertised for bids on April 18, 2017 and April 25, 2017. Two
sealed bids were received on May 24, 2017. The bids were evaluated in accordance with
the Sanitation District's policies and procedures.
Staff recommends awarding a construction contract to ODC Engineering and Technology
for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract
No. P1-115B, for a total amount not to exceed $2,235,609.
Summary information on the bid opening for Rehabilitation of Fleet Services Building,
Building 8 and Paving Area, Contract No. P1-115B, is as follows:
Project Budget $17,509,000
Engineer's Estimate $ 2,100,000
Lowest Responsive, Responsible Bid $ 2,235,609
High Bid $ 3,990,000
Bidders Amount of Bid
ODC Engineering and Technology $ 2,235,609
Neman-Midland Corporation $ 3,990,000
Both sealed bids exceeded the Engineer's Estimate of$2,100,000, and staff recommends
an increase of$791,000 to cover the added construction cost, contingency, and staffing
costs needed for this Contract.
CEQA
A Notice of Exemption was filed and recorded with the County of Orange on
January 5, 2011. This project is exempt under Section 15301, Class 1, because it
involves minor modifications or replacement of existing facilities involving no expansion
of use or capacity beyond that existing at the time of the lead agency's determination.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Budget FY2016-17 and 2017-18, Section 8,
Page 87), but the budget is insufficient for the recommended action. The funds will be
allocated to the projectfrom the Replacement, Rehabilitation, and Refurbishment line item
in the cash flow projections, FY2016-17 and 2017-18, Section 4, Page 16.
Page 3 d 4
ATTACHMENT
The following attachment(s)maybe viewed on-line at the OCSD website(www.ocsd.com)with the complete
agenda package:
• Construction Contract
• Presentation from 7/5/2017 Operations Committee meeting
AL:dm:gc
Page 4 of 4
PART A
CONTRACT AGREEMENT
C-CA-011317
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION - 1 GENERAL CONDITIONS..................................................................1
SECTION -2 MATERIALS AND LABOR.................................................................4
SECTION -3 PROJECT..........................................................................................5
SECTION -4 PLANS AND SPECIFICATONS ........................................................5
SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5
SECTION -6 TIME IS OF THE ESSENCE .............................................................6
SECTION -7 EXCUSABLE DELAYS......................................................................6
SECTION -8 EXTRA WORK...................................................................................7
SECTION -9 CHANGES IN PROJECT...................................................................7
SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................8
SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................8
SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF
FUNDS ............................................................................................10
SECTION - 13 COMPLETION.................................................................................10
SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10
SECTION - 15 SURETY BONDS ............................................................................12
SECTION - 16 INSURANCE....................................................................................13
SECTION - 17 RISK AND INDEMNIFICATION.......................................................22
SECTION - 18 TERMINATION................................................................................23
SECTION - 19 WARRANTY....................................................................................23
SECTION -20 ASSIGNMENT.................................................................................24
SECTION -21 RESOLUTION OF DISPUTES ........................................................24
SECTION -22 SAFETY& HEALTH ........................................................................24
SECTION -23 NOTICES.........................................................................................25
C-CA-011317
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Part of
PROJECT NO. P1-115
TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT
THIS AGREEMENT is made and entered into, to be effective, this July 26, 2017, by and
between ODC Engineering and Technology, hereinafter referred to as"CONTRACTOR" and the
Orange County Sanitation District, hereinafter referred to as "OCSD".
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OCSD and CONTRACTOR agree as follows:
SECTION-1 GENERAL CONDITIONS
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR's investigation of all such matters and is in no way relying upon
any opinions or representations of OCSD. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 1 of 26
A. Contract Documents Order of Precedence
"Contract Documents" refers to those documents identified in the definition of"Contract
Documents" in the General Conditions—Definitions.
1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements—the last in time being the first in precedence
b. Addenda issued prior to opening of Bids—the last in time being the first in
precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report(GBR), if attached as a Contract Document
I. Plans and Specifications—in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
H. General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR'S Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 2 of 26
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or
specified shall be the same as similar parts that are shown or specified, or as
directed. Full-size details shall take precedence over scale Drawings as to
shape and details of construction. Specifications shall govern as to material
and workmanship.
b. The Contract Documents calling for the higher quality material or workmanship
shall prevail. Materials or Work described in words, which so applied, have a
well known technical or trade meaning shall be deemed to refer to such
recognized standards. In the event of any discrepancy between any Drawings
and the figures thereon, the figures shall be taken as correct.
C. Scale Drawings, full-size details, and Specifications are intended to be fully
complementary and to agree. Should any discrepancy between Contract
Documents come to the CONTRACTOR's attention, or should an error occur in
the efforts of others, which affect the Work, the CONTRACTOR shall notify the
ENGINEER, in writing, at once. In the event any doubts or questions arise with
respect to the true meaning of the Contract Documents, reference shall be
made to the ENGINEER whose written decision shall be final. If the
CONTRACTOR proceeds with the Work affected without written instructions
from the ENGINEER, the CONTRACTOR shall be fully responsible for any
resultant damage or defect.
d. Anything mentioned in the Specifications and not indicated in the Plans, or
indicated in the Plans and not mentioned in the Specifications, shall be of like
effect as if indicated and mentioned in both. In case of discrepancy in the
Plans or Specifications, the matter shall be immediately submitted to OCSD's
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 3 of 26
ENGINEER, without whose decision CONTRACTOR shall not adjust said
discrepancy save only at CONTRACTOR's own risk and expense. The
decision of the ENGINEER shall be final.
In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions, Definitions.
Additional terms may be defined in the Special Provisions.
SECTION-2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR'S own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by OCSD, to construct and complete the
Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or
materials when due, OCSD may settle such claims by making demand upon the Surety to this
Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may
settle them directly and deduct the amount of payments from the Contract Price and any
amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any
laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to
deduct all of its costs and expenses incurred relating thereto, including but not limited to
administrative and legal fees.
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 4 of 26
SECTION-3 PROJECT
The Project is described as:
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Part of
PROJECT NO. P1-115
TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT
SECTION —4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
CONTRACT NO. PI-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Part of
PROJECT NO. P1-115
TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT
Said Plans and Specifications and any revision, amendments and addenda thereto are
attached hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION-5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth
in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently
prosecute the Work to completion within 485 calendar days from the date of the "Notice to
Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in
Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for
completion includes Fifteen (15)calendar days determined by OCSD likely to be inclement
weather when CONTRACTOR will be unable to work.
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 5 of 26
In addition, CONTRACTOR shall accomplish such milestones within the periods of performance
set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule."
SECTION—6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OCSD shall have the right to assert complete control of the premises on
which the Work is to be performed and shall have the right to decide the time or order in which
the various portions of the Work shall be installed or the priority of the work of subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION—7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Project as specifically provided in General Conditions, "Extensions for Delay", and the General
Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work".
Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, "Extension of Time for Delay" and
"Contract Price Adjustments and Payments", and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, 'By CONTRACTOR or Others— Unknown Utilities during Contract Work".
OCSD's decision will be conclusive on all parties to this Contract.
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 6 of 26
SECTION-8 EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OCSD specifying the exact nature of the Extra Work and the amount of extra
compensation to be paid all as more particularly set forth in Section 9 hereof and the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated
Changes", and "Contract Price Adjustments and Payments".
In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD
shall extend the time fixed in Section 5 for completion of the Project by the number of days, if
any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by
OCSD's ENGINEER. The decision of the ENGINEER shall be final.
SECTION-9 CHANGES IN PROJECT
OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the
Work within the general scope of the Contract Document, including but not limited to changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OCSD-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER
Initiated Changes'.
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 7 of 26
SECTION-10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
"Liquidated Damages and Incentives."
SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the
faithful performance of this Contract, subject to any additions or deductions as provided in
approved Change Orders, the sum of Two Million Two Hundred Thirty-Five Thousand Six
Hundred Nine Dollars ($2,235,609)as itemized on the Attached Exhibit W'.
Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements and General Conditions (including but
not limited to Sections entitled "Mobilization Payment Requirements" and "Payment
Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the
commencement of the job a schedule which shows:
1. A minimum of one payment to be made to the CONTRACTOR for each successive
four(4)week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 8 of 26
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract. Payment
applications shall also be accompanied with all documentation, records, and releases as
required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment
for Work—General". The Total amount of Progress Payments shall not exceed the actual
value of the Work completed as certified by OCSD's ENGINEER. The processing of
payments shall not be considered as an acceptance of any part of the Work.
B. As used in this Section, the following defined terms shall have the following meanings:
1. "Net Progress Payment" means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. "Progress Payment" means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OCSD;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OCSD since the
commencement of the Work as determined by OCSD;
C. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 9 of 26
3. "Retention Amount"for each Progress Payment means the percentage of each
Progress Payment to be retained by OCSD to assure satisfactory completion of the
Contract. The amount to be retained from each Progress Payment shall be determined
as provided in the General Conditions—"Retained Funds; Substitution of Securities"
SECTION—12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions—"Retained Funds;
Substitution of Securities."
SECTION—13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A-
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions.
SECTION— 14 CONTRACTOR'S EMPLOYEES COMPENSATION
A. Davis-Bacon Act:
CONTRACTOR will pay and will require all Subcontractors to pay all employees on said
Project a salary or wage at least equal to the prevailing rate of per diem wages as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft
or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act
shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00) and when
twenty-five percent (25%)or more of the Contract is funded by federal assistance. If the
aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied
with are incorporated herein as a part of this Contract and referred to by reference.
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 10 of 26
B. General Prevailing Rate:
OCSD has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR
agrees that not less than said prevailing rates shall be paid to workers employed on this
public works Contract as required by Labor Code Section 1774 of the State of California.
Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of
per diem wages at its principal office and at each job site, which shall be made available to
any interested party upon request.
C. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00)for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
D. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding
the employment of apprentices are applicable to this Contract and the CONTRACTOR
shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00)
or more.
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 11 of 26
E. Workday:
In the performance of this Contract, not more than eight(8) hours shall constitute a day's
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by him hereunder except as provided in paragraph (B) above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.)of the
Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of
Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by
CONTRACTOR or any Subcontractor for each calendar day during which any worker is
required or permitted to labor more than eight (8) hours in any one calendar day and forty
(40) hours in any one week in violation of said Article. CONTRACTOR shall keep an
accurate record showing the name and actual hours worked each calendar day and each
calendar week by each worker employed by CONTRACTOR in connection with the Project.
F. Registration: Record of Wages: Insoection:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a).
SECTION-15 SURETYBONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OCSD's General Counsel—one in the amount of one hundred percent (100%)of
the Contract amount, to guarantee the faithful performance of the Work, and the other in the
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 12 of 26
amount of one hundred percent (100%)of the Contract amount to guarantee payment of all
claims for labor and materials furnished. As changes to the Contract occur via approved
Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to
maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds
are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the
State Insurance Commissioner to do business in California. The Performance Bond shall
remain in full force and effect through the warranty period, as specified in Section 19 below. All
Bonds required to be submitted relating to this Contract must comply with California Code of
Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety
insurer under penalty of perjury, or the fact of execution of each Bond shall be duly
acknowledged before an officer authorized to take and certify acknowledgments, and either one
of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION— 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OCSD, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 13 of 26
insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OCSD pursuant to the provisions of the General
Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the warranty
period, commencing on the date of Final Acceptance. The requirement for carrying the
foregoing insurance shall not derogate from the provisions for indemnification of OCSD by
CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
"Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated
Changes', the following insurance in amounts not less than the amounts specified. OCSD
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter
OCSD Dremises/worksite without Dossessina the required insurance coverage.
CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work (collectively, the "Third
Parties'), The Special Provisions may list such requirements and sample forms and
requirements from such Third Parties may be included in an attachment to the General
Requirements. CONTRACTOR bears the responsibility to discover and comply with all
requirements of Third Parties, including meeting specific insurance requirements, that are
necessary for the complete performance of the Work. To the extent there is a conflict between
C-CA-011317 CONFORMED
CONTRACT NO. Pl-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 14 of 26
the Third Parties' insurance requirements and those set forth by OCSD herein, the
requirement(s) providing the more protective coverage for both OSCD and the Third Parties
shall control and be purchased and maintained by CONTRACTOR.
A. Limits of Insurance
1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury
and property damage. Coverage shall include each of the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least Five Million Dollars
($5,000,000) per occurrence and a general aggregate limit of Five Million
Dollars ($5,000,000)which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions.
C. Broad Form Property Damage, expressly including damage arising out of
explosion, collapse, or underground damage.
d. Contractual Liability, expressly including the indemnity provisions assumed
under this Contract.
e. Separation of Insured Clause, providing that coverage applies separately to
each insured, except with respect to the limits of liability.
f. Independent CONTRACTOR's Liability.
To the extent first dollar coverage, including defense of any claim, is not
available to OCSD or any other additional insured because of any SIR,
deductible, or any other form of self insurance, CONTRACTOR is obligated to
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 15 of 26
assume responsibility of insurer until the deductible, SIR or other condition of
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the General Liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
h. If divers will be used, the General Liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile
Liability Insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limits
of liability coverage:
Either(1)a combined single limit of Five Million Dollars ($5,000,000) and a general
aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury
and property damage;
Or alternatively, (2) Five Million Dollars ($5,000,000) per person for bodily injury and
Two Million Dollars ($2,000,000) per accident for property damage.
3. Umbrella Excess Liability: The minimum limits of general liability and automobile
liability insurance required, as set forth above, shall be provided for either in a single
policy of primary insurance or a combination of policies of primary and umbrella
excess coverage. Excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability.
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 16 of 26
4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be
maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a
form acceptable by OCSD.
5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's
Compensation Insurance as required by the Labor Code of the State of California,
including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per
accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the
insurance required herein shall include coverage with regard to Jones Act claims.
Where permitted by law, CONTRACTOR hereby waives all rights of recovery by
subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OCSD, its
or their officers, agents, or employees, and any other contractor or subcontractor
performing Work or rendering services on behalf of OCSD in connection with the
planning, development and construction of the Project. In all its insurance coverages
related to the Work, CONTRACTOR shall include clauses providing that each insurer
shall waive all of its rights of recovery by subrogation against OCSD, its or their
officers, agents, or employees, or any other contractor or subcontractor performing
Work or rendering services at the Project. Where permitted by law, CONTRACTOR
shall require similar written express waivers and insurance clauses from each of its
Subcontractors of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a)would otherwise have a duty
of indemnification, contractual or otherwise, (b)did not pay the insurance premium,
directly or indirectly, and (c)whether or not such individual or entity has an insurable
interest in the property damaged.
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 17 of 26
Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance for
pollution liability covering bodily injury, property damage (including loss of use of damaged
property or property that has not been physically injured or destroyed), cleanup costs, and
defense costs (including costs and expenses for investigation, defense, or settlement of
claims). Coverage shall carry limits of at least One Million Dollars ($1,000,000) and shall
apply to sudden and non-sudden pollution conditions (including sewage spills), both at the
site or needed due to migration of pollutants from the site, resulting from the escape or
release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste
materials, or other irritants, contaminants or pollutants.
If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the
right to approve or reject such coverage in its own discretion. If written on a claims-
made basis, the CONTRACTOR warrants that any retroactive date applicable to
coverage under the policy precedes the effective date of this Contract, and that
continuous coverage will be maintained, or an extended discovery period will be
exercised, for a period of two years beginning from the time that the Project under
this Contract is completed.
6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums
shown in this Section, OCSD requires and shall be entitled to coverage for the higher
limits maintained by the CONTRACTOR.
B. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by OCSD. At
the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 18 of 26
employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD
guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
C. Other Insurance Provisions
1. Each such policy of General Liability Insurance and Automobile Liability Insurance
shall be endorsed to contain, the following provisions:
a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all
public agencies from whom permits will be obtained, and their Directors,
officers, agents, and employees are hereby declared to be additional insureds
under the terms of this policy, but only with respect to the operations of
CONTRACTOR at or from any of the sites of OCSD in connection with this
Contract, or acts and omissions of the additional insured in connection with its
general supervision or inspection of said operations related to this Contract.
b. Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by OCSD shall be excess
only and not contributing with insurance provided under this policy.
2. Each insurance policy required herein shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty(30) days prior written notice by
certified mail, return receipt requested, and that coverage shall not be cancelled for
non-payment of premium except after ten (10)days prior written notice by certified
mail, return receipt requested. Should there be changes in coverage or an increase
in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript
endorsement from its insurer giving 30 days prior notice of such an event to OCSD,
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 19 of 26
or to have its insurance broker/agent send to OCSD a certified letter describing the
changes in coverage and any increase in deductible or SIR amounts. The certified
letter must be sent Attention: Risk Management and shall be received not less than
twenty (20) days prior to the effective date of the change(s). The letter must be
signed by a Director or Officer of the broker/agent and must be on company
letterhead, and may be sent via e-mail in pdf format.
3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s)will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at
least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide.
OCSD recognizes that State Compensation Insurance Fund has withdrawn from
participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept
State Compensation Insurance Fund for the required policy of worker's compensation
insurance, subject to OCSD's option, at any time during the term of this Contract, to
require a change in insurer upon twenty (20) days written notice. Further, OCSD will
require CONTRACTOR to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20)days of written notice to
CONTRACTOR by OCSD or its agent.
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 20 of 26
E. Verification of Coverage
CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements
affecting coverage. Said policies and endorsements shall conform to the requirements
herein stated. All certificates and endorsements are to be received and approved by
OCSD before Work commences. OCSD reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, affecting the coverage
required by these Specifications at any time.
F. Subcontractors
CONTRACTOR shall be responsible to establish insurance requirements for any
Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types
reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations
and work. OCSD and any public agency issuing permits for the Project must be named as
"Additional Insured"on any General Liability or Automobile Liability policy obtained by a
Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of
all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced
required documents.
G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability Form 25
2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are
shown, they are listed in order of preference)
In the event any of the following forms are cancelled by Insurance Services Office,
Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 21 of 26
a. Commercial General Liability Form CG-0001 10 01
b. Additional Insured Including Form CG-2010 10 01 and
Products-Completed Operations Form CG-2037 10 01
C. Waiver of Transfer of Rights of Form CG-2404 11 85; or
Recovery Against Others to Us/ Form CG-2404 10 93
Waiver of Subrogation
3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation Endorsement No. 2570
b. Cancellation Notice Endorsement No. 2065
4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement
5. Pollution Liability Endorsements
There shall be a Separation of Insured Clause or endorsement, providing that
coverage applies separately to each insured, except with respect to the limits of
liability. There shall also be an endorsement or policy language containing a waiver
of subrogation rights on the part of the insurer.
OCSD, its directors, officers, agents, CONSULTANTS and employees and all public
agencies from whom permits will be obtained as well as their directors, officers,
agents, and employees shall be included as insureds under the policy. Any
additional insured endorsement shall contain language at least as broad as the
coverage language contained in ISO form CG 20 10 11 85 or alternatively in both
CG 20 10 10 01 and CG 20 37 10 01 together.
SECTION-17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 22 of 26
indemnify, defend, and keep OCSD and others harmless as more specifically set forth in
General Conditions, "General Indemnification".
SECTION-18 TERMINATION
This Contract may be terminated in whole or in part in writing by OCSD in the event of
substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may
be terminated by OCSD for its convenience provided that such termination is effectuated in a
manner and upon such conditions set forth more particularly in General Conditions,
"Termination for Default" and/or"Termination for Convenience", provided that no termination
may be effected unless proper notice is provided to CONTRACTOR at the time and in the
manner provided in said General Conditions. If termination for default or convenience is
effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be
made at the time and in the manner provided in the General Conditions, "Termination for
Default" and "Termination for Convenience".
SECTION—19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OCSD's designs, Drawings and Specifications.
The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final
Completion' that the completed Work is free from all defects due to faulty materials, equipment
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OCSD may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 23 of 26
corrected deficiency until the later of(1)the remainder of the original one-year warranty period;
or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and
the Payment Bond shall remain in full force and effect through the guarantee period.
The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's
other express or implied assurances under this Contract, including but not limited to specific
manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OCSD may have against the CONTRACTOR
for faulty materials, equipment or Work.
SECTION-20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OCSD unless such assignment has had prior written
approval and consent of OCSD and the Surety.
SECTION—21 RESOLUTION OF DISPUTES
OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which
arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims
provisions as set forth in the General Conditions and as otherwise required by law.
SECTION—22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled "Safety" and Exhibit B OCSD Safety Standards.
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 24 of 26
SECTION-23 NOTICES
Any notice required or permitted under this Contract may be given by ordinary mail at the
address set forth below. Any party whose address changes shall notify the other party in
writing.
TO OCSD: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Clerk of the Board
Copy to: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Construction Manager
Bradley R. Hogin, Esquire
Woodruff, Spradlin &Smart
555 Anton Boulevard
Suite 1200
Costa Mesa, California 92626
TO CONTRACTOR: CDC Engineering and Technology
5675 Walnut Ridge Drive
Agoura, CA 91301
Copy to: Oved Dagan, President
ODC Engineering and Technology
5675 Walnut Ridge Drive
Agoura, CA 91301
CONFORMED C-CA-011317
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING
Page 25 of 26
IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: ODC Engineering and Technology
5675 Walnut Ridge Drive
Agoura, CA 91301
By
Printed Name
Its
CONTRACTOR's State License No. 822239 (Expiration Date—07/31/2017)
OCSD: Orange County Sanitation District
By
Gregory C. Sebourn, PLS
Chair, Board of Directors
By
Kelly A. Lore
Clerk of the Board
By
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
C-CA-011317 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 26 of 26
EXHIBIT A
SCHEDULE OF PRICES
C-EXA-080414
TABLE OF CONTENTS
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION.............................................................................1
EXA-2 PROGRESS PAYMENTS ..................................................................................1
EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1
EXA-4 STOP PAYMENT NOTICE.................................................................................3
EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3
EXA-6 PAYMENT OF TAXES .......................................................................................3
EXA-7 FINAL PAYMENT...............................................................................................4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT...5
ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7
ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8
C-EXA-080414
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of
Prices, and all other applicable terms and conditions of the Contract
Documents.
EXA-2 PROGRESSPAYMENTS
Progress payments will be made in accordance with all applicable terms and
conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement—Section 11 —"Contract Price and Method of
Payment;"
2. General Conditions—"Payment—General";
3. General Conditions—"Payment—Applications for Payment';
4. General Conditions—"Payment— Mobilization Payment Requirements;"
5. General Conditions—"Payment— Itemized Breakdown of Contract Lump
Sum Prices";
6. General Conditions—"Contract Price Adjustments and Payments";
7. General Conditions—"Suspension of Payments";
8. General Conditions—"OCSD's Right to Withhold Certain Amounts and
Make Application Thereof"; and
9. General Conditions—"Final Payment."
EXA-3 RETENTION AND ESCROW ACCOUNTS
A. Retention:
OCSD shall retain a percentage of each progress payment to assure
satisfactory completion of the Work. The amount to be retained from each
progress payment shall be determined as provided in General Conditions—
"Retained Funds; Substitution of Securities". In all contracts between
CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not
exceed the percentage specified in the Contract Documents.
CONFORMED C-EXA-080414
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 1 of 8
B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions—"Retained Funds; Substitution of Securities' Payment of
Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may
request and OCSD shall make payment of retention earned directly to the
escrow agent at the expense of the CONTRACTOR. At the expense of the
CONTRACTOR, the CONTRACTOR may direct the investment of the
payments into securities consistent with Government Code §16430 and the
CONTRACTOR shall receive the interest earned on the investments upon the
same terms provided for in this article for securities deposited by the
CONTRACTOR. Upon satisfactory completion of the Contract, the
CONTRACTOR shall receive from the escrow agent all securities, interest and
payments received by the escrow agent from OCSD, pursuant to the terms of
this article. The CONTRACTOR shall pay to each Subcontractor, not later than
twenty (20)calendar days after receipt of the payment, the respective amount
of interest earned, net of costs attributed to retention withheld from each
Subcontractor, on the amount of retention withheld to ensure the performance
of the Subcontractor. The escrow agreement used by the escrow agent
pursuant to this article shall be substantially similar to the form set forth in
§22300 of the California Public Contract Code.
C. Release of Retention:
Upon Final Acceptance of the Work, the CONTRACTOR shall submit an
invoice for release of retention in accordance with the terms of the Contract.
D. Additional Deductibles:
In addition to the retentions described above, OCSD may deduct from each
progress payment any or all of the following:
1. Liquidated Damages that have occurred as of the date of the application for
progress payment;
2. Deductions from previous progress payments already paid, due to OCSD's
discovery of deficiencies in the Work or non-compliance with the
Specifications or any other requirement of the Contract;
3. Sums expended by OCSD in performing any of the CONTRACTOR'S
obligations under the Contract that the CONTRACTOR has failed to
perform, and;
4. Other sums that OCSD is entitled to recover from the CONTRACTOR
under the terms of the Contract, including without limitation insurance
deductibles and assessments.
C-EXA-080414 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING
Page 2 of 8
The failure of OCSD to deduct any of the above-identified sums from a
progress payment shall not constitute a waiver of OCSD's right to such sums or
to deduct them from a later progress payment.
EXA-4 STOP PAYMENT NOTICE
In addition to other amounts properly withheld under this article or under other
provisions of the Contract, OCSD shall retain from progress payments
otherwise due the CONTRACTOR an amount equal to one hundred twenty-five
percent (125%)of the amount claimed under any stop payment notice under
Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for
labor, materials, supplies, equipment, and any other thing of value claimed to
have been furnished to and/or incorporated into the Work; or for any other
alleged contribution thereto. In addition to the foregoing and in accordance with
Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop
payment notices by refusing to release funds held in escrow pursuant to public
receipt of a release of stop payment notice executed by a stop payment notice
claimant, a stop payment notice release bond, an order of a court of competent
jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR
has resolved such claim by settlement.
EXA-5 PAYMENT TO SUBCONTRACTORS
Requirements
1. The CONTRACTOR shall pay all Subcontractors for and on account of
Work performed by such Subcontractors, not later than seven (7) days after
receipt of each progress payment as required by the California Business
and Professions Code §7108.5. Such payments to Subcontractors shall be
based on the measurements and estimates made pursuant to article
progress payments provided herein.
2. Except as specifically provided by law, the CONTRACTOR shall pay all
Subcontractors any and all retention due and owing for and on account of
Work performed by such Subcontractors not later than seven (7)days after
CONTRACTOR'S receipt of said retention proceeds from OCSD as
required by the California Public Contract Code§7107.
EXA-6 PAYMENT OF TAXES
Unless otherwise specifically provided in this Contract, the Contract Price
includes full compensation to the CONTRACTOR for all taxes. The
CONTRACTOR shall pay all federal, state, and local taxes, and duties
applicable to and assessable against any Work, including but not limited to
retail sales and use, transportation, export, import, business, and special taxes.
The CONTRACTOR shall ascertain and pay the taxes when due. The
CONTRACTOR will maintain auditable records, subject to OCSD reviews,
confirming that tax payments are current at all times.
CONFORMED C-EXA-080414
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 3 of 8
EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, "Final Acceptance and Final Completion", and after
Resolution of the Board authorizing final payment and satisfaction of the
requirements as more particularly set forth in General Conditions—"Final
Payment", a final payment will be made as follows:
1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an
application for Final Payment to OCSD, including:
a. The proposed total amount due the CONTRACTOR, segregated by
items on the payment schedule, amendments, Change Orders, and
other bases for payment;
b. Deductions for prior progress payments;
c. Amounts retained;
d. A conditional waiver and release on final payment for each
Subcontractor(per Civil Code Section 8136);
e. A conditional waiver and release on final payment on behalf of the
CONTRACTOR (per Civil Code Section 8136);
f. List of Claims the CONTRACTOR intends to file at that time or a
statement that no Claims will be filed,
g. List of pending unsettled claims, stating claimed amounts, and copies of
any and all complaints and/or demands for arbitration received by the
CONTRACTOR; and
h. For each and every claim that resulted in litigation or arbitration which
the CONTRACTOR has settled, a conformed copy of the Request for
Dismissal with prejudice or other satisfactory evidence the arbitration is
resolved.
2. The application for Final Payment shall include complete and legally
effective releases or waivers of liens and stop payment notices satisfactory
to OCSD, arising out of or filed in connection with the Work. Prior progress
payments shall be subject to correction in OCSD's review of the application
for Final Payment. Claims filed with the application for Final Payment must
be otherwise timely under the Contract and applicable law.
3. Within a reasonable time, OCSD will review the CONTRACTOR'S
application for Final Payment. Any recommended changes or corrections
will then be forwarded to the CONTRACTOR. Within ten (10) calendar days
after receipt of recommended changes from OCSD, the CONTRACTOR will
make the changes, or list Claims that will be filed as a result of the
changes, and shall submit the revised application for Final Payment. Upon
C-EXA-080414 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING
Page 4 of 8
acceptance by OCSD, the revised application for Final Payment will
become the approved application for Final Payment.
4. If no Claims have been filed with the initial or any revised application for
Final Payment, and no Claims remain unsettled within thirty-five (35)
calendar days after Final Acceptance of the Work by OCSD, and
agreements are reached on all issues regarding the application for Final
Payment, OCSD, in exchange for an executed release, satisfactory in form
and substance to OCSD, will pay the entire sum found due on the approved
application for Final Payment, including the amount, if any, allowed on
settled Claims.
5. The release from the CONTRACTOR shall be from any and all Claims
arising under the Contract, except for Claims that with the concurrence of
OCSD are specifically reserved, and shall release and waive all unreserved
Claims against OCSD and its officers, directors, employees and authorized
representatives. The release shall be accompanied by a certification by the
CONTRACTOR that:
a. It has resolved all Subcontractors, Suppliers and other Claims that are
related to the settled Claims included in the Final Payment;
b. It has no reason to believe that any party has a valid claim against the
CONTRACTOR or OCSD which has not been communicated in writing
by the CONTRACTOR to OCSD as of the date of the certificate;
c. All warranties are in full force and effect, and;
d. The releases and the warranties shall survive Final Payment.
6. If any claims remain open, OCSD may make Final Payment subject to
resolution of those claims. OCSD may withhold from the Final Payment an
amount not to exceed one hundred fifty percent (150%) of the sum of the
amounts of the open claims, and one hundred twenty-five percent (125%)
of the amounts of open stop payment notices referred to in article entitled
stop payment notices herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on
final payment from each Subcontractor and Supplier providing Work under
the Contract(per Civil Code Section 8138) and an unconditional waiver and
release on final payment on behalf of the CONTRACTOR (per Civil Code
Section 8138)within thirty (30)days of receipt of Final Payment.
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT
Notwithstanding OCSD's acceptance of the application for Final Payment and
irrespective of whether it is before or after Final Payment has been made,
OCSD shall not be precluded from subsequently showing that:
1. The true and correct amount payable for the Work is different from that
previously accepted;
CONFORMED C-EXA-080414
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 5 of 8
2. The previously-accepted Work did not in fact conform to the Contract
requirements, or;
3. A previous payment or portion thereof for Work was improperly made.
OCSD also shall not be stopped from demanding and recovering damages
from the CONTRACTOR, as appropriate, under any of the foregoing
circumstances as permitted under the Contract or applicable law.
C-EXA-080414 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING
Page 6 of 8
ATTACHMENT 1 —CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows:
That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to OCSD in accordance with the
Contract.
I understand that it is a violation of both the federal and California False Claims Acts to
knowingly present or cause to be presented to OCSD a false claim for payment or
approval.
A claim includes a demand or request for money. It is also a violation of the False
Claims Acts to knowingly make use of a false record or statement to get a false claim
paid. The term "knowingly" includes either actual knowledge of the information,
deliberate ignorance of the truth or falsity of the information, or reckless disregard for the
truth or falsity of the information. Proof of specific intent to defraud is not necessary
under the False Claims Acts. I understand that the penalties under the Federal False
Claims Act and State of California False Claims Act are non-exclusive, and are in
addition to any other remedies which OCSD may have either under contract or law.
I hereby further certify, to the best of my knowledge and belief, that:
1. The amounts requested are only for performance in accordance with the
Specifications, terms, and conditions of the Contract;
2. Payments to Subcontractors and Suppliers have been made from previous payments
received under the Contract, and timely payments will be made from the proceeds of
the payment covered by this certification;
3. This request for progress payments does not include any amounts which the prime
CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in
accordance with the terms and conditions of the subcontract; and
4. This certification is not to be construed as Final Acceptance of a Subcontractor's
performance.
Name
Title
Date
CONFORMED C-EXA-080414
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING
Page 7 of 8
ATTACHMENT 2—SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (ODC Engineering and Technology)
BF-14 Schedule of Prices, Pages 1-4
C-EXA-080414 CONFORMED
CONTRACT NO. P1-115B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING
Page 8 of 8
DOC EWM%RING 8 7ECMi*LOGY
Bid Submitted By:
(Nam of Firm)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For Unit Prices, it is understood that the following quantifies are approximate only and are
solely for the purpose of estimating the comparison of Bids, and that the actual value of Work
will be computed based upon the actual quantities in the completed Work,whether they be
more or less than those shown. CONTRACTOR'S compensation for the Work under the
Contract Documents will be computed based upon the lump sum amount of the Contract at
time of award, plus any additional or deleted costs approved by OCSD via approved Change
Orders,pursuant to the Contract Documents.
Bidder shall separately price and accurately reflect costs associated with each line item,
leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized
representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid.
Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary,
provides that the total price for each item shall be based on the Unit Price listed for each item
multiplied by the quantity; and the correct Total Price for each item shall be totaled to
determine the Total Amount of Bid.
All applicable costs including overhead and profit shall be reflected in the respective unit costs
and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work,
including profit overhead etc unless otherwise specified in the Contract Documents All
applicable sales taxes state and/or federal and any other special taxes patent rights or
royalties shall be included in the prices quoted in this Bid.
B. Basis of Award
AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST
RESPONSIVE AND RESPONSIBLE BID, THE LOWEST BID IS DEFINED AS THE"TOTAL
AMOUNT OF BID" LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW.
Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and
services for the construction of the Project per the Contract Documents.
Bidders shall accurately reflect the cost to perform the Work. OCSD may reject unbalanced
Bids. Refer to Part 2—INSTRUCTIONS TO BIDDERS.
BF-14 SCHEDULE OF PRICES C-BF-021115
CONTRACT NO. PIA 15B
REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING
Page 1 of 4
\ f \ \ V )7q
dOZ° 2§;
m
0\
� \ \
# \
no
AS .
- ! —
« , —
_
w \ m � k
/) ) { q (/ !
• v! ! $ /f \ ° `
{� \)0 aE $ |!
— : E — k \cc 0 / a
{)� a
/ \E,A )) /)}k/)) « ! 9
k k!
\ \ k\ kk � [ M0 !0
) ) / k/) {} 0 �) k �
kk {\
_
-
16
/ \ \\\
6§§
j0 00
-
% ( /
§ &
§
7 ƒ = ! k ! : `
\ \ {\ { / \o
| 222f § | ` 2
MW
` G \ �2 )j\
! § 2 ! ! IA |
(/\ k M )« � �
f § E! E , {,
5
(k0
2 \ /\\
\ (\t! ■ ! /! Fn Lx E
16
\ 0 ! E ) \f)7 _
= } // \ a k \ / = :
\ } Lo OM\\ O � w {w 0 )
|! a « \
�kp > \
(f
§ ` \ 2°
} ° #
§ (
\ E _ \
m IR � ! e \ § &
\ S : S}/D \
§ � E - -
| e., ■
e , | ze
k tkkWg
! | ) § kk
! f£ ! WE
dE
J tE \\ !
! F20z
! w; O
£ ! $ m \
| { ! E <§ §
■ § Ole<
Project No. P1- 115, Title 24 Access Compliance
and Building Rehabilitation Project
Operations Committee
July 5, 2017
9j r
1
CA 49312
Waft dMkM
„
Project Background
• Agreement with City of Fountain Valley
✓ New Administration Building
✓ Retrofit existing facilities
• Meet accessibility and code requirements
• Replace aging roofing and lighting
• Two contracts under Project P1- 115
✓ Project P1- 115A — complete
✓ Project P1- 115B — ready for award
PI-115A - ----
Building 7- i
Warehouse
Building4 I r i li
Purchasing Conf Room _ ( ,.. C.
Building 1 - , -
ii .�
Building 3 - f I �,WW. . -n
Shop A—
Shop6� - r
F�
Building 2 '- �•-- ,.. K. ,- *! ---; i '
Buildings
Building 6'
'Building H Demo f
I R+'
Asphalt Improvements /Y `
R
r
P1-115B _ _
Building 8
Car charging
Fleet Services
Area Paving
Fan switches in Shop B 1�1 - •`ill
1
"g .
N r
Increase to Project Budget
• Staff costs to complete Contract P1- 115A
• Engineers Estimate $ 2, 100, 000
• Lowest Bid 6% higher at $ 2, 235, 609
• Construction Contingency 10%
• Staff costs for longer duration
✓ 300 calendar vs . 485 calendar days
Recommendation
A. Award a construction contract to ODC Engineering and Technology
for Rehabilitation of Fleet Services Building, Building 8 and Paving
Area, Contract No. P1-115B, part of Title 24 Access Compliance
and Building Rehabilitation, Project No. P1-115, for a total amount
not to exceed $2,235,609;
B. Approve a contingency of $223,563 ( 10%); and
C. Approve a budget increase of $791,000 for Title 24 Access
Compliance and Building Rehabilitation, Project No. P1-115, for a
total budget amount of $18,400,000.
Questions ?
ADMINISTRATION COMMITTEE Meeting Date Ta Bd.of Dir.
07/12/17 07/z6/17
AGENDA REPORT emNumber Item Number
2 12
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT: 2018 BENEFITS INSURANCE RENEWAL
GENERAL MANAGER'S RECOMMENDATION
Approve the Orange County Sanitation District 2018 Benefits Insurance Renewal for the
not-to-exceed amounts specified below:
A. Employee Benefit Specialists (medical, dental, and vision plans; Employee
Assistance Program [EAP])— not-to-exceed $10,507,891;
B. Prudential (basic life, short-and long-term disability)—not-to-exceed $598,011; and
C. The Standard (EMT & Manager disability)— not-to-exceed $30,000.
SUMMARY
This item was presented at the July 12, 2017 Administration Committee and, at the
request of that Committee, staff will provide further detail on this subject matter to the
Administration Committee in the future.
The Orange County Sanitation District (Sanitation District) provides healthcare and
welfare insurance benefits as a provision contained in its Memoranda of Understanding
(MOU's) and personnel policies.
The Human Resources (HR) Department and Sanitation District's operational insurance
broker, Alliant, began the renewal process in March and received initial quotes in June.
After successfully negotiating with the insurance carriers, Alliant was able to secure
competitive rates for the Sanitation District without compromising the level of benefits
provided to employees and eligible dependents.
The cost of insurance coverage will increase by 3.1%, or $335,833, for a total cost of
$11,135,903 for 2018, which is proportionally shared as follows:
• Sanitation District cost: $9,059,537
• Employee cost: $2,076,365
Page 1 d 4
BACKGROUND
In May 2015, the Board of Directors (Board) approved moving the Sanitation District's
medical insurance from direct contract with the carriers to joining the insurance risk
sharing pool under California State Association of Counties - Excess Insurance Authority
(CSAC-EIA). The association with CSAC-EIA resulted in immediate and future cost
savings to the Sanitation District in medical insurance premiums and dictated a change
from fiscal to calendar-based plan year from January through December. Staff
anticipates presenting the benefits renewal information to the Board annually every July
for an effective date of January 1 of of the year therafter.
RELEVANT STANDARDS
• Competitive compensation and benefits
PROBLEM
The Sanitation District's healthcare and welfare insurance benefits renew on an annual
basis, with carrier quotes typically received by June of every year. Through its association
with CSAC-EIA, the Sanitation District is required to hold an annual benefits open
enrollment period every October to provide employees and eligible dependents the
opportunity to make changes to their benefit elections, for an effective date of January 15t
of the year thereafter.
PROPOSED SOLUTION
Approve the benefits insurance renewals as described above with the respective carriers
to ensure continued coverage for employees and eligible dependents.
TIMING CONCERNS
Board approval is necessary in July 2017 to ensure that the Sanitation District meets its
insurance renewal deadlines, to finalize preparations for the October benefits open
enrollment, and for continued coverage for Sanitation District employees and eligible
dependents in accordance with MOU's and personnel policies.
RAMIFICATIONS OF NOT TAKING ACTION
Without Board approval, the Sanitation District cannot finalize the contracts with the
insurance carriers for the 2018 Plan Year, resulting in the interruption of medical, dental,
vision, EAR life, and disability coverage and services to employees and eligible
dependents; and the Sanitation District would not meet its obligation to provide these
benefits as provided for in MOU's and personnel policies.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 2 of 4
ADDITIONAL INFORMATION
Medical Insurance
The Sanitation District'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. The Sanitation District offers a choice of medical plans through Anthem Blue
Cross and Kaiser Permanents.
HMO (Health Maintenance Organization) plans offer comprehensive coverage.
Employees have a choice between the Anthem Blue Cross HMO or the Kaiser HMO plan.
The 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
The Sanitation District provides the Delta Dental plan to all benefit eligible employees.
Vision Insurance
The Sanitation District currently provides vision insurance to all benefit eligible employees
through Anthem Blue View Vision. S taff is currently in negotiation with Anthem Blue View
and VSP through CSAC-EIA to transition from a direct provider to the shared (CSAC-EIA)
pool in an effort to achieve a competitive rate and take advantage of a three-year rate
lock through 2021. The total annual not-to-exceed amount is $114,829.
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 insurance coverage through Prudential Insurance
Company of America. The benefit amount is $50,000 for employees and 3x's of salary
for managers and executives.
Short-Term Disability Insurance
The short-term disability 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 up to 26 weeks. The Sanitation District pays the entire
cost of coverage for regular full-time and part-time employees. Coverage is offered
through Prudential.
Long-Term Disability Insurance
The long-term disability 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 up to$5,000/month. The Sanitation District pays the entire
cost of coverage for regular full-time and part-time employees with five or more years of
service. Coverage is offered through Prudential.
Page 3 of 4
Executive Disability
The additional 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 due to a non-work related illness or injury are eligible to receive an
additional benefit of $3,100/month. The first $5,000/month is covered by the Sanitation
District group long-term disability plan benefit. Coverage is offered through The Standard.
Employee Assistance Program
The 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.
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
The funds for the renewal of these insurances are derived from the Sanitation District
Operating Budget.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
N/A
Page 4 of 4
ADMINISTRATION COMMITTEE Meeting Date Ta Bd.of Dir.
07/12/17 07/26/17
AGENDA REPORT emNumber hem Number
3 13
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: INDEPENDENT FINANCIAL AUDITORS' COMMUNICATION LETTER
FOR THE AUDIT OF THE ORANGE COUNTY SANITATION DISTRICT
FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED
JUNE 30, 2017
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Communication Letter dated June 15, 2017 prepared by the Orange
County Sanitation District's independent financial auditors, Macias Gini & O'Connell LLP
(MGO).
BACKGROUND
As required by American Institute of Certified Public Accountant's Statement of Auditing
Standards 114, the Orange County Sanitation District's (Sanitation District) independent
external auditors are required to communicate with those charged with governance, such
as the Administration Committee.
Attached is a letter of communication for the audit of the Sanitation District's financial
statements for the year ended June 30, 2017 for the Committee's consideration. This
letter describes the communication process, auditor's independence, the audit planning
process, the concept of materiality in planning and executing the audit, the auditors'
approach to internal control and compliance that is relevant to the audit, using the work
of internal auditors, and the timing of the audit.
RELEVANT STANDARDS
Annual financial report and audit letter
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD websim
(www.ocsd.coml with the complete agenda package:
Auditors Communication Letter
Page 1 of 1
MGOCertifled
Accountants
Accountants
June 15,2017
To the Administration Committee
Orange County Sanitation District
10844 Ellis Ave.
Fountain Valley,CA 92708
This letter is intended to communicate certain matters related to the planned scope and timing of our audit
of the Orange County Sanitation District (the District) financial statements as of and for the year ending
June 30,2017.
Communication
Effective two-way communication between our firm and the Administration Committee is important to
understanding matters related to the audit and in developing a constructive working relationship.
Your insights may assist us in understanding the District and the environment, in identifying appropriate
sources of audit evidence, and in providing information about specific transactions or events. We will
discuss with you your oversight of the effectiveness of internal control and any areas where you request
additional procedures to be undertaken. We expect that you will timely communicate with us any matters
you consider relevant to the audit. Such matters might include strategic decisions that may significantly
affect the nature, timing,and extent of audit procedures,your suspicion or detection of fraud or abuse, or
any concerns you may have about the integrity or competence of senior management.
We will timely communicate to you any fraud involving senior management and other fraud that causes a
material misstatement of the financial statements, illegal acts, instances of noncompliance, or abuse that
come to our attention (unless they are clearly inconsequential), and disagreements with management and
other serious difficulties encountered in performing the audit. We also will communicate to you and to
management any significant deficiencies or material weaknesses in internal control that become known to
us during the course of the audit. Other matters arising from the audit that are, in our professional
judgment, significant and relevant to you in your oversight of the financial reporting process will be
communicated to you in writing after the audit.
Independence
Our independence policies and procedures are designed to provide reasonable assurance that our firm and
its personnel comply with applicable professional independence standards. Our policies address financial
interests, business and family relationships, and nonaudit services that may be thought to hear on
independence. For example, without our permission no partner or professional employee of Macias Gini
&O'Connell LLP is permitted to have any direct financial interest or a material indirect financial interest
in a client or any affiliates of a client. Also, if an immediate family member or close relative of a partner
or professional employee is employed by a client in a key position, the incident must be reported and
resolved in accordance with Firm policy. In addition, our policies restrict certain nonaudit services that
may be provided by Macias Gini & O'Connell LLP and require audit clients to accept certain
responsibilities in connection with the provision of permitted non-attest services.
Matlaa 61ni&Ocannell LLP
aSls MacArthur Court,Suite 600
Newport Beam.CA 92660 www.mgocpa.com
The Audit Planning Process
Our audit approach places a strong emphasis on obtaining an understanding of how the District functions.
This enables us to identify key audit components and tailor our procedures to the unique aspects of your
operations. The development of a specific audit plan will begin by meeting with you and with
management to obtain an understanding of business objectives, strategies,risks,and performance.
As part of obtaining an understanding of your business and its environment, we will obtain an
understanding of internal control. We will use this understanding to identify risks of material
misstatement, which will provide us with a basis for designing and implementing responses to the
assessed risks of material misstatement. We will also obtain an understanding of the users of the financial
statements in order to establish an overall materiality level for audit purposes. We will conduct formal
discussions among engagement team members to consider how and where your financial statements
might be susceptible to material misstatement due to fraud or error.
The Concept of Materiality in Planning and Executing the Audit
We apply the concept of materiality both in planning and performing the audit, evaluating the effect of
identified misstatements and compliance on the audit,and the effect of uncorrected misstatements, if any,
on the financial statements,and in forming the opinions in our reports.Our determination of materiality is
a matter of professional judgment and is affected by our perception of the financial and compliance
information needs of users of the financial statements and compliance reports. We establish performance
materiality at an amount less than materiality for the financial statements as a whole to allow for the risk
of misstatements that may not be detected by the audit. We use performance materiality for purposes of
assessing the risks of material misstatement and determining the nature, timing and extent of further
financial audit procedures. Our assessment of materiality throughout the audit will be based on both
quantitative and qualitative considerations. Because of the interaction of quantitative and qualitative
considerations, misstatements of a relatively small amount could have a material effect on the current
financial statements and noncompliance as well as financial statements and noncompliance of future
periods. We will accumulate misstatements identified during the audit, other than those that are clearly
trivial. At the end of the audit, we will inform you of all individual unrecorded misstatements aggregated
by us in connection with our evaluation of our audit test results. We will also accumulate information
concerning noncompliance during the audit and communicate information concerning noncompliance in
accordance with applicable provisions of Government Auditing Standards issued by the Comptroller
General of the United States.
Our Approach to Internal Control and Compliance Relevant to the Audit
Our audit of the financial statements will include obtaining an understanding of internal control sufficient
to plan the audit and to determine the nature,timing, and extent of audit procedures to be performed. An
audit is not designed to provide assurance on internal control or to identify significant deficiencies or
material weaknesses. Our review and understanding of the District's internal control is not undertaken for
the purpose of expressing an opinion on the effectiveness of internal control.
We will issue reports on internal control related to the financial statements. These reports describe the
scope of testing of internal control and the results of our tests of internal controls. Our reports on internal
control will include any significant deficiencies and material weaknesses in the system of which we
become aware as a result of obtaining an understanding of internal control and performing tests of internal
control consistent with the requirements of the Government Auditing Standards issued by the Comptroller
General of the United States.
2
Using the Work of Internal Auditors
As part of our understanding of internal control, we will obtain and document an understanding of your
internal audit function. We will read relevant internal audit reports issued during the year to determine
whether such reports indicate a source of potential error or fraud that would require a response when
designing our audit procedures. Because internal auditors are employed consultants, they are not
independent and their work can never be substituted for the work of the external auditor. We may,
however,alter the nature,timing,and extent of our audit procedures,based upon the results of the internal
auditors work or use them to provide direct assistance to us during the performance of our audit.
Timing of the Audit
We have scheduled preliminary audit field work for the week of June 12, 2017 with final field work
commencing the week of August 23, 2017. Management's adherence to its closing schedule and timely
completion of information used by us in performance of the audit is essential to timely completion of the
audit.
Closing
We will be pleased to respond to any questions you have about the foregoing. We appreciate the
opportunity to be of service to Orange County Sanitation District.
This communication is intended solely for the information and use of the Administration Committee,
Board of Directors and the management of the District and is not intended to be and should not be used by
anyone other than these specified parties.
Macias Gini&O'Connell LLP
Peter S. George
Partner
3
ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir.
07/12/17 07/26/17
AGENDA REPORT emNumber Item Number
4 14
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Administrative Services
SUBJECT: SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE
INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE
GENERAL MANAGER'S RECOMMENDATION
Approve the settlement agreement negotiated by the General Manager for the collection
of charges owed for sanitary sewer service charges, plus interest of 6.00%, with
Thompson Energy Resources, LLC, in a form approved by General Counsel.
BACKGROUND
Thompson Energy Resources, LLC (Thompson Energy) is the holder of an industrial
wastewater discharge permit issued by the Orange County Sanitation District (Sanitation
District)that requires payment of sanitary sewer service charges for the cost of conveying,
treating, and disposing of wastewater discharged. Based on the terms of the permit, the
permittee is required to pay estimated quarterly sewer service charges that are reconciled
annually with actual discharge Flows and strength. The permittee is now in default of their
payment obligations ($118,812.78) and the Sanitation District filed an Administrative
Complaint against the permittee for nonpayment of invoices requesting permit suspension
until the account is paid in full.
The Sanitation District and Permittee have reached a settlement amount for the purpose
of avoiding further administrative proceedings and the institution of any litigation that may
follow based upon these matters. The General Manager, in accordance with Resolution
No. OCSD 11-04, Article III, "Collection of Fees and Charges Relating to Industrial Waste
Discharges", has negotiated a settlement agreement with this permittee requiring
payment in full in the amount of$107,102.29.
RELEVANT STANDARDS
• Maintain collaborative and cooperative relationships with regulators/Stakeholders
PROBLEM
Thompson Energy is past due on their invoices and owes $118,812.78.
PROPOSED SOLUTION
Resolution No. OCSD 11-04 allows for a settlement agreement to allow the permittee to
pay the amounts owed while continuing to conduct their business with a valid industrial
Page 1 of 2
wastewater discharge permit. If a settlement agreement is not approved, the Sanitation
District would move forward with administrative complaint proceedings to suspend the
Permittee's permit until the invoices are paid in full.
TIMING CONCERNS
The settlement agreement should be executed as soon as possible so the account will
be current.
RAMIFICATIONS OF NOT TAKING ACTION
The outstanding amounts owed to the Sanitation District will increase when annual
reconciliation invoices are issued.
FINANCIAL CONSIDERATIONS
The settlement agreement complies with Resolution No. OCSD 11-04.
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• Settlement Agreement—Thompson Energy Resources, LLC
Page 2 of 2
SETTLEMENT AGREEMENT
THIS AGREEMENT, is entered into, to be effective July 26, 2017, by and
between Orange County Sanitation District ("District"), a county sanitation district duly
organized and existing pursuant to Section 4700 at. seq. of the Health & Safety Code of
the State of California and Thompson Energy Resources, LLC ("Permitee").
RECITALS
A. District is a wastewater treatment agency which owns and operates
wastewater treatment facilities which receive, treat and discharge, through an ocean
outfall, wastewater received from dischargers within its jurisdictional boundaries. In the
course of its wastewater treatment operations, and pursuant to Ordinance No. OCSD-
48 Wastewater Discharge Regulations ("District's Ordinance"), District issues industrial
wastewater discharge permits to certain persons/entities which discharge wastewater
into the District's sewerage system.
B. As part of the District's wastewater treatment operations, the District
imposes user fees on permittees, requiring such permittees to pay their share of the
District's costs of conveying, treating, and disposing of wastewater discharged by such
permittees.
C. Permittee is the holder of an industrial wastewater discharge permit issued
by District and is responsible for paying user fees for the cost of conveying, treating,
and disposing of wastewater discharged from Permittee's facility located at 3351 East
Birch Street, Brea, California 92821.
D. District has issued to Permittee Invoice No.'s 528770, 51175, 51285,
529090, 909725, 51492, 51556, 51557, 51682, 529408, 51985, 52187, 529727,
530037, 530452, 910106, 530658, 53446, 53520, 530980, 53619, 53731, 53787, and
53874 in the total amount of $118,812.78 for user fees and penalties then due and
owing to the District.
E. Permitee has failed to pay the presently owing sum of$118,812.78.
1
Permitee has requested additional time to pay this outstanding obligation.
F. Pursuant to District Resolution 11-04, District is authorized, pending
approval from District's Board of Directors, to negotiate and enter into a settlement
agreement relating to the financial obligation owing to the District.
G. The District and Permitee intend to settle the matter resulting from the
delinquent obligations owed by Permitee.
NOW, THEREFORE, in consideration of the facts recited above and the
conditions, covenants, and promises set forth below, District and Permitee agree as
follows:
AGREEMENT
1. On or before, August 15, 2017, Permitee shall pay to the
District the total sum of$107,102.29 in settlement of delinquent financial obligations owed
to the District for Invoice Nos. 528770, 51175, 51285, 529090, 909725, 51492, 51556,
51557, 51682, 529408, 51985, 52187, 529727, 530037, 530452, 910106, 530658,
53446, 53520, 530980, 53619, 53731, 53787, and 53874. Thompson Energy Resources
shall make payment(s) in accordance with the following conditions:
(a) The payment pursuant to this Settlement Agreement shall be made
by cashier's check, payable to Orange County Sanitation District, and delivered to the
Administrative Offices of the District, located at:
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
(b) If the payment is not received by the District prior to 4:00 p.m. on
August 15, 2017, Permitee's permit shall be immediately suspended until such time that
the District receives payment in the full amount of $ 107,102.29. By entering into this
Settlement Agreement, Permitee hereby waives the right to an administrative hearing or
2
other proceeding to challenge the permit suspension.
2. Permittee shall pay to District all other invoices issued by the District
during the term of this Agreement in accordance with the provisions of District's
Ordinance.
3. Permitee acknowledges that the failure to pay current invoices may be
grounds for suspension of any industrial wastewater discharge permit issued to
Permitee by District, and shall additionally be deemed a breach of this Agreement,
thereby giving rise to all legal remedies available to District. .
4. In consideration of the foregoing, District agrees to refrain from instituting
collection or permit suspension or revocation proceedings, which remedies are
presently available to the District as a result of Permitee's current failure to pay Invoice
No.'s 528770, 51175, 51285, 529090, 909725, 51492, 51556, 51557, 51682, 529408,
51985, 52187, 529727, 530037, 530452, 910106, 530658, 53446, 53520, 530980,
53619, 53731, 53787, and 53874. This provision to refrain from instituting such
proceedings shall be effective with regard only to Invoice Nos. 528770, 51175, 51285,
529090, 909725, 51492, 51556, 51557, 51682, 529408, 51985, 52187, 529727,
530037, 530452, 910106, 530658, 53446, 53520, 530980, 53619, 53731, 53787, and
53874, and only for so long as Permitee remains in compliance with the terms of this
Agreement.
5. Should any litigation be commenced between the District and
Permitee regarding enforcement of this Agreement, or the rights and any duties of the
parties in relation thereto, the prevailing party in such litigation shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum as and for its
attorney fees and costs in the litigation which shall be determined by the court in such
litigation or in a separate action brought for that purpose.
6. Nothing in this Agreement shall affect Permitee's obligation to pay current
and/or future charges for use of District's sewerage system or Permitee's obligation to
3
comply with all other conditions and requirements of its industrial wastewater discharge
permit and the District's Ordinance.
7. Nothing herein shall affect the District's right to enforce all requirements
and conditions of the District's Ordinance.
8. This Agreement is made only for the benefit of the parties hereto. It is not
intended that any right under this Agreement shall accrue to any third person.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first written above.
Orange County Sanitation District
BY:
Gregory C. Sebourn, PLS
Board Chair
Attest: Thompson Energy Resources, LLC
BY:
Clerk of the Board Robert Thompson
4
ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir.
07/12/17 07/26/17
AGENDA REPORT emNumber Item Number
s Is
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Administrative Services
SUBJECT: DEFERRED PAYMENT AGREEMENT FOR CHARGES AND FEES OWED
BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE
GENERAL MANAGER'S RECOMMENDATION
Approve the deferred payment agreement negotiated by the General Manager for the
collection of all charges and fees owed for sanitary sewer service charges, plus interest
of 6.00% per annum, with Aseptic Technology, LLC, in a form approved by General
Counsel.
BACKGROUND
Aseptic Technology, LLC (Aseptic Technology) is the holder of an industrial wastewater
discharge permit issued by the Orange County Sanitation District (Sanitation District)that
requires payment of sanitary sewer service charges for the cost of conveying, treating,
and disposing of wastewater discharged. Based on the terms of the permit, the permittee
is required to pay estimated quarterly sewer service charges that are reconciled annually
with actual discharge flows and strength. The permittee is now in default of their payment
obligations ($451,161.54) and the Sanitation District filed an Administrative Complaint
against the permittee for nonpayment of invoices requesting permit suspension until the
account is paid in full.
The General Manager, in accordance with Resolution No. OCSD 11-04, Article III,
"Collection of Fees and Charges Relating to Industrial Waste Discharges,"has negotiated
a six-month deferred payment agreement with this permittee requiring monthly payment
terms plus interest of 6.00% per annum.
In January 2016, the Board of Directors approved a 12-month payment agreement for
Aseptic Technology that Aseptic Technology made timely payments against and paid off
as of January 2017. However, Aseptic Technology failed to make payments against their
current quarterly invoices for services rendered after January 2016, thus necessitating
this new payment agreement request. This new payment agreement also requires
Aseptic Technology to remit timely payments against new obligations occurring during
the term of the agreement.
RELEVANT STANDARDS
• Maintain collaborative and cooperative relationships with regulators/Stakeholders
Page 1 of 3
PROBLEM
Aseptic Technology is past due on their invoices and owes $451,161.54.
PROPOSED SOLUTION
Resolution No. OCSD 11-04 allows for a deferred payment agreement to allow the
permittee to pay the amounts owed while continuing to conduct their business with a valid
industrial wastewater discharge permit. If a deferred payment agreement is not approved,
the Sanitation District would move forward with administrative complaint proceedings to
suspend the Permittee's permit until the invoices are paid in full.
TIMING CONCERNS
The deferred payment agreement should be executed as soon as possible to allow the
permittee to begin making payments.
RAMIFICATIONS OF NOT TAKING ACTION
The outstanding amounts owed to the Sanitation District will increase when annual
reconciliation invoices are issued.
PRIOR COMMITTEE/BOARD ACTIONS
January 2016— Board of Directors approved Deferred Payment Agreement with Aseptic
Technology for outstanding invoices accumulated from September 2015 through
December 2015.
ADDITIONAL INFORMATION
Payment Due Administrative
No. Date Principal Interest Charge Total
1 8/15/2017 $74,259.14 $2,255.81 $25.00 $76,539.95
2 8/15/2017 $74,630.43 $1,884.51 $25.00 $76,539.94
3 9/15/2017 $75,003.59 $1,511.36 $25.00 $76,539.95
4 10/15/2017 $75,378.61 $1,136.34 $25.00 $76,539.95
5 11/15/2017 $75,755.50 $759.45 $25.00 $76,539.95
6 12/15/2017 $76,134.28 $380.67 $25.00 $76,539.95
Totals $451,161.54 1 $7,928.14 $150.00 $459,239.68
FINANCIAL CONSIDERATIONS
The deferred payment agreement complies with Resolution No. OCSD 11-04.
Page 2 of 3
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(wwwocsd.com) with the complete agenda package:
• Deferred Payment Agreement—Aseptic Technology, LLC
Page 3 of 3
DEFERRED PAYMENT AGREEMENT
THIS AGREEMENT, is entered into, to be effective July 26, 2017, by and
between Orange County Sanitation District ("District"), a county sanitation district duly
organized and existing pursuant to Section 4700 at. seq. of the Health & Safety Code of
the State of California and Aseptic Technology, LLC ("Permitee").
RECITALS
A. District is a wastewater treatment agency which owns and operates
wastewater treatment facilities which receive, treat and discharge, through an ocean
outfall, wastewater received from dischargers within its jurisdictional boundaries. In the
course of its wastewater treatment operations, and pursuant to Ordinance No. OCSD-
48 Wastewater Discharge Regulations ("District's Ordinance"), District issues industrial
wastewater discharge permits to certain persons/entities which discharge wastewater
into the District's sewerage system.
B. As part of the District's wastewater treatment operations, District imposes
user fees on permittees, requiring such permittees to pay their share of the District's
costs of conveying, treating and disposing of wastewater discharged by such
permittees.
C. Permittee is the holder of an industrial wastewater discharge permit issued
by District and is responsible for paying user fees for the cost of conveying, treating and
disposing of wastewater discharged from Permittee's facility located at 24855 Corbit
Place, Yorba Linda, California.
D. District has issued to Permittee Invoice Nos. 52996, 909924, 910080,
530302, 530620, 53274, 53273, 53272, 530942, 53796 and 53875 in the amount of
$451,161.54 for user fees and penalties then due and owing to the District.
E. Permitee has failed to pay the presently owing sum of$451,161.54 and
has requested additional time to pay this outstanding obligation.
F. Pursuant to Resolution 11-04, District is authorized to enter into deferred
1
payment agreements for limited sums and of limited duration, pursuant to approval by
the District's Board of Directors.
G. The District intends to provide additional time for Permitee to pay to
District the amounts presently due on Invoice Nos. 52996, 909924, 910080, 530302,
530620, 53274, 53273, 53272, 530942, 53796 and 53875 in accordance with the
requirements of District Resolution 11-04.
NOW, THEREFORE, in consideration of the facts recited above and the
conditions, covenants and promises set forth below, District and Aseptic Technology
LLC agree as follows:
AGREEMENT
1. Permittee shall make payments (including principal and interest) to the
District, pursuant to the following payment schedule:
Admin
Installment Due Date Principal Interest Charges Total Date
1 8/15/2017 $74,259.14 $2,255.81 $25.00 $76,539.95
2* 8/15/2017 $74,630.43 $1,884.52 $25.00 $76,539.95
3 9/15/2017 $75,003.59 $1,511.36 $25.00 $76,539.95
4 10/15/2017 $75,378.61 $1,136.34 $25.00 $76,539.95
5 11/15/2017 $75,755.50 $759.45 $25.00 $76,539.95
6 12/15/2017 1 $76,134.28 $380.67 $25.00 $76,539.95
* Following approval by the Board of Directors, the first and second installment
payments will be due on August 15, 2017. Permittee acknowledges Permitee will be
required to submit a total payment of$153,079.90 on or before August 15, 2017.
2. Permittee shall pay to District all other invoices issued by the District
during the term of this Agreement in accordance with the provisions of District's
Ordinance.
3. If any payment described in Paragraph 1 herein is not received by the
District on or before the due date specified, or if any payment described in Paragraph 2
2
herein is not received by District in accordance with the provisions of District's
Ordinance, the entire balance then owing shall become immediately due and payable
and interest at the rate of ten percent (10%) per annum shall accrue on any such unpaid
balance from the date of acceleration until the date that the balance due is fully paid to
the District.
4. Permitee acknowledges that the failure to pay current invoices, or failure
to pay any installment in accordance with the schedule set forth in Paragraph 1 herein,
may be grounds for suspension of any industrial wastewater discharge permit issued to
Permitee by District, and shall additionally be deemed a breach of this Agreement,
thereby giving rise to all legal remedies available to District. Permitee agrees that by
executing this Settlement Agreement, Permitee waives the right to an administrative
hearing for non-payment of invoices or any other means to challenge the amount owed,
and further agrees that failure to pay District in accordance with the terms of this
Agreement will result in immediate permit suspension until such time as the all
outstanding amounts owed are current.
5. In consideration of the foregoing, District agrees to refrain from instituting
collection or permit suspension or revocation proceedings, which remedies are
presently available to the District as a result of Permitee's current failure to pay Invoice
Nos. 52996, 909924, 910080, 530302, 530620, 53274, 53273, 53272, 530942, 53796
and 53875. This provision to refrain from instituting such proceedings shall be effective
with regard only to Invoice Nos. 52996, 909924, 910080, 530302, 530620, 53274,
53273, 53272, 530942, 53796, and 53875 only for so long as Permitee remains in
compliance with the terms of this Agreement.
6. Should any litigation be commenced between the District and
Permitee regarding enforcement of this Agreement, or the rights and any duties of the
parties in relation thereto, the prevailing party in such litigation shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum as and for its
3
attorney fees and costs in the litigation which shall be determined by the court in such
litigation or in a separate action brought for that purpose.
7. Nothing in this Agreement shall affect Permitee's obligation to pay current
and/or future charges for use of District's sewerage system or Permitee's obligation to
comply with all other conditions and requirements of its industrial wastewater discharge
permit and the District's Ordinance.
8. Nothing herein shall affect the District's right to enforce all requirements
and conditions of the District's Ordinance.
9. This Agreement is made only for the benefit of the parties hereto. It is not
intended that any right under this Agreement shall accrue to any third person.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first written above.
Orange County Sanitation District
BY:
Gregory C. Sebourn, PLS
Board Chair
Attest: Aseptic Technology LLC
BY:
Clerk of the Board Noel Calma
4
STEERING COMMITTEE Meeting Date Ta Bd.of Dir.
07/26/17 07/26/17
AGENDA REPORT emNumber hem Number
2 Ifi
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Robert P. Ghirelli, Assistant General Manager
SUBJECT: TITLE XVI BUREAU OF RECLAMATION FUNDING OPPORTUNITY FOR
(SP-173) THE EFFLUENT REUSE STUDY PROJECTS
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 17-12 entitled, "A Resolution of the Board of Directors of the
Orange County Sanitation District approving and authorizing the application for the Title
XVI Water Recycling Projects underthe Water Infrastructure Improvements for the Nation
(WIIN) Act Effluent Reuse Feasibility Studies Program Grant funds and the execution of
grant documents with the United States Department of the Interior, Bureau of
Reclamation."
BACKGROUND
The Orange County Sanitation District(Sanitation District)received a $450,000 grant from
the 2015 WaterSMART: Title XVI Feasibility Studies Program. The grant helped to fund
a $2 million effluent reuse study that identified projects necessary to expand the
Groundwater Replenishment System (GWRS). The GWRS is a water recycling project
jointly sponsored by the Sanitation District and the Orange County Water District(OCWD)
that supplements existing water supplies by providing a new, reliable, high-quality source
of water to recharge the Orange County Groundwater Basin and to protect it from
seawater intrusion.
Since the Sanitation District received a grant from the 2015 WaterSMART: Title XVI
Feasibility Studies Program, the Sanitation District was identified by the Bureau of
Reclamation (Bureau) as a candidate to apply for grant funds under the Title XVI Water
Recycling Projects under the WIIN Act. The Sanitation District is in the process of
applying for the grant funds. The Bureau identified 37 agencies (of which the Sanitation
District is one)to apply for the grant funds. Part of the application process is to submit a
resolution approving and authorizing the grant application.
RELEVANT STANDARDS
• Support OCWD expansion of GWRS
• Use all practical and effective means for recovering wastewater for reuse
Page 1 of 2
PROBLEM
Due to the regulations laid out by the Bureau, we must submit a resolution with our
application; otherwise, it will become null and void and we will have lost the opportunity
to receive funding for the final expansion of the GWRS.
PROPOSED SOLUTION
Approve the resolution naming the Sanitation District as a strategic partner in the
expansion of the GWRS and the completion of the projects named in the effluent reuse
study.
TIMING CONCERNS
The grant application is due to the Bureau of Reclamation on August 17, 2017. According
to the rules and regulations set forth by the Bureau, an approved/signed resolution must
be submitted with the grant proposal.
RAMIFICATIONS OF NOT TAKING ACTION
Our application for the grant would not be accepted and we would not get the funding to
offset the costs of the GWRS expansion.
PRIOR COMMITTEE/BOARD ACTIONS
March 2015 - The Board of Directors approved Resolution No. OCSD 15-08 approving
and authorizing the application for the WaterSMART: Title XVI Feasibility Studies
Program grant funds.
ADDITIONAL INFORMATION
N/A
CEQA
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)is attached in hard copy and may also be viewed on-line at the OCSD website
(mm w.ocsd.com) with the complete agenda package:
Resolution No. OCSD 17-12
Page 2 d 2
RESOLUTION NO. OCSD 17-12
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT APPROVING
AND AUTHORIZING THE APPLICATION FOR THE TITLE
XVI WATER RECYCLING PROJECTS UNDER THE WATER
INFRASTRUCTURE IMPROVEMENTS FOR THE NATION
(WIIN) ACT EFFLUENT REUSE FEASIBILITY STUDIES
PROGRAM GRANT FUNDS AND THE EXECUTION OF
GRANT DOCUMENTS WITH THE UNITED STATES
DEPARTMENT OF THE INTERIOR, BUREAU OF
RECLAMATION
WHEREAS, the Orange County Sanitation District (Sanitation District) Board of
Directors approved a five-year Strategic Plan in November 2013 establishing future water
recycling as a strategic goal; and
WHEREAS, in furtherance of the Strategic Plan, the Sanitation District conducted
an Effluent Reuse Study (SP-173) to assess the feasibility of water recycling at Plant
No. 2 and to evaluate options to improve the region's local water supply reliability by
substituting recycled water for existing potable water demands; and
WHEREAS, the U.S. Department of the Interior, Bureau of Reclamation, has
announced grant funding through a program entitled "Title XVI Water Recycling Projects
Under WIIN Act" ("Grant")established under Title XVI of Public Law No. 114-322 to assist
in identifying and investigating opportunities to reclaim and reuse wastewater and
promote the availability of new sources of clean water while promoting water and energy
efficiency and environmental stewardship; and
WHEREAS, this resolution certifies the Board of Directors' approval of the
Sanitation District's application for the Grant.
NOW, THEREFORE, the Board of Directors of Orange County Sanitation District
DOES HEREBY RESOLVE, DETERMINE, AND ORDER:
Section 1: The Board of Directors hereby approves the Sanitation District's
application for a Grant to the United States Department of the Interior, Bureau of
Reclamation, for Fiscal Year 2017-2018 to support projects identified by the SP-173
Effluent Reuse Study, support water reclamation and reuse, and promote water
efficiency, sustainable water management, and environmental stewardship.
Section 2: The Board of Directors authorizes the General Manager or his
designee to submit an application for the Grant and to negotiate and execute any
documents related to this Grant, including a grant application and cooperative agreement,
to accept financial assistance from the U.S. Department of the Interior, Bureau of
Reclamation.
OCSD 17-12-1
Section 3. If the application for the Grant is approved, the Sanitation District has
the capability to provide matching grant funds and/or in-kind contributions specified in the
grant requirements.
Section 4. The Sanitation District will work with the U.S. Department of the
Interior, Bureau of Reclamation, to meet established deadlines for entering into a
cooperative agreement.
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
July 26, 2017.
Gregory C. Sebourn, PLS
Chairman of the Board
ATTEST:
Kelly A. Lore, CIVIC
Clerk of the Board
OCSD 17-12-2
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Acting Clerk of the Board of Directors of the Orange County
Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 17-12 was
passed and adopted at a regular meeting of said Board on the 26'^ day of July 2017, 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 261h day of July 2017.
Kelly A. Lore, CIVIC
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 17-12-3
STEERING COMMITTEE Meeting Date Ta Bd.of Dir.
07/26/17 07/26/17
AGENDA REPORT emNumber Item Number
3 17
Orange County Sanitation District
FROM: James D. Herberg, General Manager
SUBJECT: ORANGE COUNTY SANITATION DISTRICT RESPONSE TO GRAND
JURY REPORT
GENERAL MANAGER'S RECOMMENDATION
A. Approve the Orange County Sanitation District response to the Orange County
Grand Jury Report entitled, "Pension Enhancements: A Question of Government
Code Compliance" published May 17, 2017; and
B. Adopt Resolution No. OCSD 17-13 entitled, "A Resolution of the Board of Directors
of the Orange County Sanitation District establishing a procedure to ensure
compliance with Government Code section 7507 transparency requirements."
BACKGROUND
On May 17, 2017, the Orange County Grand Jury published a report which questioned
whether the Orange County Sanitation District (Sanitation District) complied with all
statutory transparency requirements when it authorized pension benefit enhancements
ultimately adopted by the Orange County Employees Retirement System (OCERS) Board
in 2005.
(1) The Sanitation District believes it complied with all operative statutory pension-
related procedural requirements when it authorized pension enhancements.
In 2002, the Sanitation District obtained an actuary to prepare a statement of the costs to
change its pension benefits and responsibly considerthe financial impact priorto entering
into the MOUs with its employee bargaining units. The Sanitation District has been unable
to locate any documents to show that the Sanitation District made its actuarial report
public two weeks prior to the meeting when the Sanitation District authorized the MOUs.
At the time the MOUs were executed, the initial authorization of the pension benefit
enhancements was preliminary, and adoption of the enhancements depended upon
reaching a contractual agreement with OCERS to provide the new benefit formula,
including any revised contribution rates.
In 2005, OCERS obtained an independent actuarial study of the costs of the District's
pension benefit enhancements to determine appropriate contribution rates. OCERS
published the actuarial report and held a public meeting at which the increased costs
were listed as a regular agenda item during a meeting of its Board of Retirement.
Page 1 d 3
RELEVANT STANDARDS
• California Government Code section 7507
• Penal Code Sections 933 and 933.05
• Ensure transparency and compliance with statutory requirements
PROBLEM
Penal Code sections 933 and 933.05 require the Sanitation District's Board of Directors
to respond to the Grand Jury Report by providing comments to the Presiding Judge of the
Superior Court on the findings and recommendations pertaining to matters under the
control of the Sanitation District's Board of Directors. California Penal Code section
933.05 details the manner of the response in which such comments are to be made.
PROPOSED SOLUTION
A response to the Grand Jury Report finding and recommendation prepared by General
Counsel is attached for review by the Sanitation District's Board of Directors. In its report,
the Grand Jury recommended the Sanitation District "implement procedures that ensure
compliance with all transparency requirements including those relating to the approval of
pension enhancements:' Adopting Resolution No. OCSD 17-13 will further implement
transparency measures consistent with the District's response and will specifically ensure
that the District provides two weeks' notice of its intent to approve an MOU that contains
changes in retirement benefits. Resolution No. OCSD 17-13 is attached for review by the
Sanitation District's Board of Directors.
TIMING CONCERNS
Penal Code section 933 requires the Sanitation District's Board of Directors to respond
to the Grand Jury Report within 90 days of the date it is published. The Grand Jury
published this report May 17, 2017. A response is due to the Presiding Judge of the
Superior Court no later than August 15, 2017.
RAMIFICATIONS OF NOT TAKING ACTION
The Grand Jury can bring a civil action fora Writ of Mandate against the Sanitation District
to compel the Sanitation District to perform its legally required duty to respond. The Grand
Jury may also seek attorneys' fees in such an action.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 2 of 3
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(mmocsd.com) with the complete agenda package:
• Response letter to the Orange County Grand Jury Report (Attachments 'W- D"
listed in the response letter are available online only)
• Resolution No. OCSD 17-13
Page 3 of 3
The Honorable Charles Margines
Presiding Judge
Orange County Superior Court
700 Civic Center Drive West
Santa Ana,CA 92701
Dear Presiding Judge Margins:
The Orange County Sanitation District (the"District")has received the Orange County
Grand Jury Report entitled"Pension Enhancements: A Question of Govemment Code
Compliance." In summary,the District responds as follows:
1. The District has been unable to locate any documentation confirming that the
District's actuarial report was made public two weeks before the District
approved MOUs,with enhanced retirement benefits, in 2003.
2. Assuming that the District failed to make its actuarial report public two weeks
before the District approved MOUs in 2003, it is unclear whether that would
have violated Government Code Section 7507. Under applicable law,the
Orange County Employees Retirement System("OCERS"),not the District,
has the authority to adopt changes in retirement benefits. Thus, it appears that
the two-week notice requirement does not apply to the District.
3. The District wholeheartedly supports transparency in government, and
especially when it comes to the expenditure of taxpayer and ratepayer funds.
Thus,the District Board of Directors welcomes the attention that the Grand
Jury has brought to this issue, and has adopted the attached Resolution. Under
the Resolution,the District will comply with the notice requirements of
Government Code Section 7507 regardless of whether those requirements are
deemed to apply to the District.
Response
The District responds in detail to the Grand Jury's findings and recommendations as
follows:
Findings
F.2 The Sanitation District did not provide documentary evidence that the operative
code requirements were met by the Sanitation District Board of Directors when
they approved 2.5%at 55 pension formula for sanitation workers in 2004.
District Response: The District wholly disagrees with this finding.
1257827.1
The Honorable Charles Margines
Page 2
Add date of letter
Facts
The District began considering an increased retirement benefit during labor negotiations
in 2002. The District retained an actuary to estimate the cost of increasing the benefit
formula from approximately 2% at 57 or 611 to 2.5% at 55.2 The actuarial report was
completed on October 21, 2002.
The District ultimately reached agreement on MOUs with the District's bargaining units
in 2003. The MOUs included, among other things, a commitment by the District to seek
a contract with OCERS that would increase the retirement benefit formula to 2.5% at 55.s
On November 19,2003, at a regular meeting,the District Board of Directors authorized
the General Manager to enter into the MOUs.4
Throughout 2004 and into 2005 the District discussed with OCERS a contract
amendment that would implement the enhanced benefit formula and establish the
required contribution rates. At the conclusion of these discussions, the OCERS Board
adopted the increased benefit formula and contribution rates at a regular,public meeting
on March 28, 2005. The OCERS Board had before them an actuarial study that
calculated contribution rates for an increased pension benefit of 2.5%at 55.5
Response
The District has been unable to locate any documents to show that the District made the
actuarial report public at a public meeting two weeks prior to the meeting of November
19, 2003,when the District approved the MOUs. The District,therefore, could not, and
did not,provide any such documents to the Grand Jury.
The Grand Jury's finding,however,makes an assumption that may not be correct. The
finding assumes that the District, in approving the MOUs, "adopted"the increased
1 Prior to the pension benefit enhancement adopted in 2005,the District utilized a fiered system in which
both the District and its employees made contributions to OCERS.At retirement,employees received a
monthly allowance based on their age,average monthly compensation during service,years of service,and
tier selected.Tier I employees were hired on or before September 20, 1979,and Tier It employees were
hired after that date.The average monthly compensation for Tier I employees was determined by taking the
sum of the highest consecutive 12 months of compensation eamable and dividing by 12.The average
monthly compensation for Tier It employees was determined by taking the sum of the highest consecutive
36 months of compensation eamable and dividing by 36.Although the tiered benefit structure did not use a
percentage"measurement"to describe the structure,the resulting monthly compensation was
approximately 2%at 57 for Tier I employees and 2%at 61 for Tier U employees.
2 The District provided a copy of the actuarial study,attached hereto as Attachment`B",to the Grand Jury.
a Copies of the MOUs provided to the Grand Jury are attached here as Attachment"D."
4 The Board approved the MOUs in 2003,not 2004 as assumed in the Grand Jury request. Copies of all
agendas and minutes from District Board of Directors meetings held in 2004 are attached hereto as
Attachment"A."
'The relevant portion of OCERS'published agenda,meeting minutes,and the memorandum reporting the
actuarial study previously provided to the Grand Jury are attached hereto as Attachment"C."
1257827.1
The Honorable Charles Margines
Page 3
Add date of letter
benefits within the meaning of Government Code Section 7507("Section 7507").'
Under another reading of Section 7507,however, it was OCERS,not the District, which
"adopted"the increased benefits. Under this reading,the two-week notice requirement
did not apply to the District's action in approving the MOUs.
Prior to 2008, Government Code section 7507 stated as follows:
The Legislature and local legislative bodies shall secure the services of an
enrolled actuary to provide a statement of the actuarial impact upon future
annual costs before authorizing increases in public retirement plan
benefits.An"emolled actuary"means an actuary enrolled under subtitle C
of Title III of the federal Employee Retirement Income Security Act of
1974 and"future annual costs" shall include,but not be limited to, annual
dollar increases or the total dollar increases involved when available.
The future annual costs as determined by the actuary shall be made public
at a public meeting at least two weeks prior to the adoption of any increases
in public retirement plan benefits.
The notice requirement is set forth entirely in the second paragraph of Section 7507. The
paragraph states that the actuarial report"shall be made public at a public meeting"at
least two weeks "prior to adoption." The Grand Jury finding assumes that the notice
requirement applies to the"local legislative bodies"referenced in the first paragraph.
That interpretation,however,appears to be inconsistent with the County Employees
Retirement Law of 1937 ("CERL")' and relevant case law.
Under the CERL,it is OCERS,not the District,which has final authority to adopt
changes in retirement benefits.' The District's role is limited to negotiating and
approving MOUs with its bargaining units.9 In the parlance of retirement benefit
practice, agency employers like the District are considered"sponsors"of benefit changes.
Sponsors must present retirement benefit changes to their retirement board—in this case,
OCERS—for adoption. Unless and until OCERS adopts changes to retirement benefits,
the District's approval of the MOUs has no effect. It follows that the two-week notice
requirement does not apply to the District,because the District does not have the
authority to "adopt'increases in retirement plan benefits.
6 While the Grand Jury Report cites a number of code sections,the only section that imposes any
requirements on the District is Government Code section 7507.
'Gov.Code§31450 or seq.
e Gov.Code,§§31520;Howard Jarvis Taxpayers'Assn. v. Board of Supervisors(1996)41 Cal.App.4th
1363, 1373 ("[tlhe Board of Retirement is vested with powers under CERL to manage the county's
retirement system,including the responsibility of determining the amount of retirement allowance to which
members are entitled)"
9 The process for negotiating and approving MOUs is set forth in the Meyers-Milias-Brown Act,Gov.
Code§ 3500 et seq.
1257827.1
The Honorable Charles Margines
Page 4
Add date of letter
The California Supreme Court case Voters for Responsible Retirement v. Board of
Supervisors of Trinity County(1994) 8 Cal.41h 765 supports this interpretation. In Voters
for Responsible Retirement,a County Board of Supervisors approved an MOU in
November of 1991. The MOU set forth an enhanced retirement benefit formula. In order
to implement the changes described in the MOU, the County sought, and obtained, a
contract amendment with the County's retirement system,the Public Employees
Retirement System. The Supreme Court held that the County did not"adopt"the
enhanced retirement benefits within the meaning of the PERS law or Section 7507 when
the County approved the MOUs in 199 1.10 Rather, the benefit changes were not
"adopted"until later, after PERS had considered and approved the enhanced retirement
formula and the contribution rates.p The same reasoning appears to apply here.
Recommendations
R.2 The Sanitation District should implement procedures that ensure compliance with
all transparency requirements including those relating to the approval ofpemion
enhancements.
District Response: The District agrees with this recommendation. To that end,the
District adopted a Resolution at its meeting on July 26,2017 setting forth requirements
identical to those contained in Section 7507. Attached hereto as Attachment"E"is
Resolution No. OCSD 17-13 adopted by the Board on July 26, 2017. The Resolution
requires the District to provide two weeks' notice of any changes in retirement plan
benefits.
Additional Information
The Grand Jury Report describes, in a complementary manner, actions taken by the
County Board of Supervisors to reduce pension benefits pursuant to the 2012 California
Public Employees' Pension Reform Act(`PEPRA"). This acknowledgment is well
deserved.
The District would like to point out that the District has also played a significant
leadership role in pension reform in Orange County. In fact,the District lowered pension
costs in 2010 by adopting a two-tier retirement system—a full three years before PEPRA
(AB 340)took effect. Then, in 2011,the District's Board of Directors successfully
negotiated with employees to reduce pension benefit rates for new hires to 1.667% at
57.5. This is lower than the 2.5%at 67 maximum benefit ratio established in 2013 by
PEPRA.
10 Voters for Responsible Retirement v.Board of Supervisors of Trinity County(1994)8 Cal.40 765,785.
"Ibid.(`4he PERS statutes. ..required that the County not ultimately commit itself to amendment of the
PERS contract at the time of adoption of the MOU's,but undertake additional procedures dictated by those
statutes").
1257827.1
The Honorable Charles Margines
Page 5
Add date of letter
The Grand Jury also expressed concern regarding the County's Unfunded Actuarial
Accrued Liability("UAAL"). The District would like the Grand Jury to know that the
District has aggressively reduced its UAAL through additional payments. In 2013,the
District had an UAAL of close to $200 million. Although OCERS developed a long-term
funding plan to allow agencies to pay these liabilities over a period of 20 to 30 years, the
District paid its UAAL entirely in three years,thereby saving tens of millions of dollars
in additional payments. Most recently,in January 2017,the District's Board of Directors
adopted Resolution No. OCSD 17-01 which authorized the General Manager to enter
into an MOU with OCERS to fully eliminate its existing unfunded pension liability and
save tens of millions of dollars in premium payments.
Finally, it bears noting that, in 2011,the District Board of Director's passed Resolution
No. OCSD 11-22 to require all final action on compensation for represented employees
take place in open session meetings. This requirement exceeds State law transparency
requirements in that,under the Brown Act,votes on compensation for represented
employees can be taken in closed session. This Resolution further demonstrates the
District's commitment to transparency.
If you have any further questions,please do not hesitate to contact me at(714) 593-7110.
Sincerely,
Gregory C. Seboum, PLS
Board Chairman
Orange County Sanitation District
1257827.1
RESOLUTION NO. OCSD 17-13
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT ESTABLISHING A
PROCEDURE TO ENSURE COMPLIANCE WITH GOVERNMENT
CODE SECTION 7507 TRANSPARENCY REQUIREMENTS
WHEREAS, California Government Code section 7507 requires the local
legislative bodies to take measures to determine and make public certain information
pertaining to cost when considering changes in retirement benefits or other
postemployment benefits; and
WHEREAS, the Orange County Sanitation District('District')aspires to the highest
degree of integrity, honesty, trust, and respect in its interaction with its customers and the
community; and
WHEREAS, in order to maximize transparency and opportunities for public
participation, the Board of Directors desires to establish a procedure to ensure
compliance with the transparency requirements provided in Government Code section
7507.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE AND ORDER:
Section 1. The District, should it consider changes in retirement benefits or
other postemployment benefits, shall do the following:
(a) Secure the services of an actuary as defined in California Government Code
section 7507 to provide a statement of the actuarial impact upon future annual
costs, including normal cost and any additional accrued liability, before
authorizing changes in public retirement plan benefits orother postemployment
benefits.
(b) Ensure the statement of actuarial impact shall then be made public at a noticed
public meeting at least two weeks prior to the consideration of a Memorandum
1255677.1 OCSD 17-13-1
of Understanding through which the Board would authorize any changes in
public retirement plan benefits or other postemployment benefits.
(c) Require an actuary to be present to provide information as needed at the public
meeting at which the authorization of a benefit change shall be considered.
(d) Prohibit the adoption of any benefit to which this Resolution applies from
placement on a consent calendar.
(e) Upon the adoption of any benefit change to which this Resolution applies,
require the General Manager to acknowledge in writing that he or she
understands the current and future cost of a benefit change as determined by
the actuary.
The requirements of this Resolution shall not apply to:
i. An annual increase in a premium that does not exceed three percent
(3%) under a contract of insurance.
ii. A change in postemployment benefits, other than pension benefits,
mandated by the state or federal government or made by an insurance
carrier in connection with the renewal of a contract of insurance.
Section 2. The Clerk of the Board shall certify to the adoption of this Resolution.
PASSED AND ADOPTED at a regular meeting of the Board of Directors
held July 26, 2017.
Gregory C. Sebourn, PLS
Board Chairman
ATTEST:
Kelly A. Lore, CMC
Clerk of the Board
1255677.1 OCSD 17-13-2
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 17-13 was passed and
adopted at a regular meeting of said Board on the 26th day of July 2017, 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 26th day of July 2017.
Kelly A. Lore, CIVIC
Clerk of the Board of Directors
Orange County Sanitation District
1255677.1 OCSD 17-13-3
STEERING COMMITTEE Meeting Date TOBd.of Dir.
07/26/17 07/26/17
AGENDA REPORT emNamber Item Number
4 IB
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: APPRAISAL TO ACQUIRE REAL PROPERTY
GENERAL MANAGER'S RECOMMENDATION
Authorize the General Manager to enter into an agreement with George, Hamilton, Jones,
Inc. Real Estate Appraisers&Consultants to conduct an appraisal of real property located
at 18429 Pacific Street, 1 841 0-1 8436 Bandilier Circle, and 18368-18375 Bandilier Circle
to prepare the Orange County Sanitation District to initiate negotiations to acquire the
same property in compliance with Government Code section 7267.1.
BACKGROUND
The Orange County Sanitation District (Sanitation District) is seeking real property to
relocate non-process buildings and structures to address a future shortage of space for
process facilities at Plant No. 1. To maximize the space available at Plant No. 1 for
process facilities, the Sanitation District purchased property earlier this year and seeks to
acquire additional property in the area between Ellis Avenue and the 1-405 Freeway
between the Euclid Avenue off-ramp and Ward Street. Prior to initiating condemnation
proceedings, Government Code section 7267.1(a) requires the Sanitation District to make
every reasonable effort to acquire real property by negotiation. Government Code section
7267.1(b) requires real property to be appraised before the initiation of any such
negotiation. General Counsel has recommended the proposed firm as they have previous
experience working with the Sanitation District.
RELEVANT STANDARDS
• California Government Code section 7260 at seq.
• Maintain collaborative and cooperative relationships with neighboring agencies
• Provide a safe and collegial workplace
PROBLEM
The Sanitation District is anticipating a future shortage of space for process facilities if the
non-process buildings and structures are constructed on-site. For this reason, the
Sanitation District must relocate its non-process facilities. To acquire appropriate real
property for those buildings, the Sanitation District may be required to initiate
condemnation proceedings.
Page 1 of 3
PROPOSED SOLUTION
Retain an appraiser to conduct an appraisal and establish an amount which it believes to
be just compensation for the real property located at 18429 Pacific Street, 18410-18436
Bandilier Circle, and 18368-18375 Bandilier Circle to initiate negotiations required by
Government Code section 7267.1.
TIMING CONCERNS
There are a number of timing concerns associated with this project:
• Acquiring additional property now would allow the relocation of non-process
facilities and a parking structure to be sited on the new property.
• Should it become necessary, condemnation proceedings may require several
months to complete. Retaining an appraiser now will allow the Sanitation
District to negotiate and prepare for any additional action required.
• As the City of Fountain Valley Crossings Plan moves forward, the opportunity
to acquire property in this area may diminish.
• As the 1405 widening project relocates the main entry to Plant No. 1, parking
for the Administration Building will be lost.
• The Sanitation District is behind on their schedule commitment to City of
Fountain Valley for Americans with Disabilities Act compliance.
• Deferred maintenance on the current buildings may need to be completed if the
project does not move forward in a timely manner.
• Cost escalation is significant for the Headquarters Complex project.
RAMIFICATIONS OF NOT TAKING ACTION
N/A
PRIOR COMMITTEE/BOARD ACTIONS
November 2016 - Authorized the General Manager and General Counsel to approve
escrow documents for the purchase of the Bender Property at 18475 Pacific Street and
18484 Bandilier Circle.
October 2016 - Approved a Standard Offer, Agreement, and Escrow Instructions For
Purchase of Real Estate with Bender Properties for the property at 18475 Pacific Street
and 18484 Bandilier Circle for $10,619,180, and approved AIR Commercial Real Estate
Association Standard Industrial/Commercial Single-Tenant Lease.
July 2016 - Approved Broker Representation Agreement with Cushman & Wakefield to
give exclusive authority to represent the Sanitation District, at no cost , for the
investigation and potential negotiation to acquire existing office building and/or land for a
new Administration Building in an area near Plant No.1.
June 2016-Approved agreements forthe CEQA study and Architectural and Engineering
design services.
Page 2 of 3
October 2015 - Designated the southwest corner of Plant No. 1 as the location for the
Headquarters Complex as the preferred alternative for CEQA evaluation under the
Headquarters Complex, Site and Security, and Entrance Realignment Program, Project
No. P1-128.
June 2015 - Established new project and budget for Headquarters Complex, Site and
Security, and Entrance Realignment Program, Project No. P1-128.
June 2014 - Approved a Professional Design Services Agreement with HDR to provide
engineering design services for Administrative Facilities Implementation Planning, Project
No. SP-194.
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.
May 2012 - Authorized GM to negotiate a Professional Services Agreement for
Administrative Facilities Master Plan.
CEQA
An evaluation of the environmental impacts per the California Environmental Quality Act
for the Headquarter Complex, Site and Security, and Entrance Realignment Program,
Project No. P1-128 is currently being conducted.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted and the funds are sufficient. (FY 2017-18
Update, Appendix, Page A-9, Project No. P1-128).
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
N/A
Page 3 d 3
►` WOODRUFF,.SPRADLIN&SMART CLOSED SESSION 1
555 ANTON BOULEVARD, BUITC1200
C.sIA MNSA, CA 92626-7670
(714)556-0000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: July 19,2017
RE: Closed Session Items
The Board of Directors desires to hold a closed session on July 26, 2017 for the purpose
of conferring with its legal counsel regarding a potential eminent domain action. Based on
existing facts and circumstances, the Committee is deciding whether to initiate litigation against
another party. The closed session will be held pursuant to the authority of California
Government Code Section 54956.9(d)(4). The facts and circumstances are as follows. The
Board may consider filing an eminent domain action against Sukut Real Properties LLC for the
properties 18429 Pacific St. Fountain Valley,CA,APB No. 156-163-09: 18410 Bandilier Cit.
Fountain Valley, CA,APN No. 156-163-10: and 18368 Bandilier Cir. Fountain Valley, CA,
APN No. 156-163-11.
Respectfully submitted,
By
Bradl R.Hogin, eneral Counsel
1114541.1
WOODRUFF SPRADLIN&SMART CLOSED SESSION 2
• A P . . . . , . .
555 ANION BOULEVARD, SUITE 1200
COSTA MESA, CA 92626-7670
(714)556-7000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: July 19,2017
RE: Closed Session Items
The Board of Directors will hold a closed session on July 26, 2017 for the purpose of
conferring with its negotiators regarding the purchase of real property. The negotiating parties and
properties are as follows: Valley Business Park,APN Nos. 156-165-05, 156-165-06, 156-163-07;
DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13,APN No.156-165-08;
Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The his Trust
Shabtai,Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K&A Investments
LP,APN No. 156-154-08;Fountain Valley Star LLC,APN No. 156-154-06; TN Sheet Metal Inc.,
APN No. 156-163-12; 18401 Bandilier LLC,APN No. 156-163-13;Phone Lilly Lin-Lin TR,APN
No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-
163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC,APN No. 156-
151-03; 7311 Doig Drive Garden Grove,CA,APN No. 131-654-20. The District's negotiators are
Jim Herberg, Rob Thompson,Kathy Millea and Jeff Mohr, Wendy Sevenandt, Kevin Turner and
John Gallivan, Cushman and Wakefield. Said closed session will be held pursuant to authority of
California Government Code Section 54956.8.
Respectfully submitted,
By. /f
BradleY R. Hogin, Vieneral Counsel
11921611
•T WooDRDFF,.SPRADLIN&SMART
555 ANTON BOULEVARD, BUTTE 1200 CLOSED SESSION 3
COSTA MN9A, CA 92626-7670
(714)556-0000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: July 19,2017
RE: Closed Session Items
The Board of Directors desires to hold a closed session on July 26, 2017 for the purpose
of conferring with its legal counsel regarding existing litigation to which the District is a party.
The title of the case is City of Los Angeles, et al. v. County of Kern, Tulare County Superior
Court, Case No. 242057. The closed session will be held pursuant to the authority of California
Government Code Section 54956.9(d)(1).
Respectfully submitted,
By
Bradle . Hogin, (}eneral Counsel
1179357.1
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology
Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARS California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CIP Capital Improvement Program
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 US Environmental Protection Agency
FOG Fats, Oils, and Grease
gpd gallons per day
GWRS Groundwater Replenishment System
ICS Incident Command System
IERP Integrated Emergency Response 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 & Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
OOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
PCSA Professional Consultant/Construction Services Agreement
PDSA Professional Design Services Agreement
POTW Publicly Owned Treatment Works
ppm parts per million
PSA Professional Services Agreement
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
Glossary of Terms and Abbreviations
SARFPA Santa Ana River Flood Protection Agency
SARI Santa Ana River Interceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAW PA Santa Ana Watershed Project Authority
SCADA Supervisory Control And Data Acquisition
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SRF Clean Water State Revolving Fund
SSMP Sewer System 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
W ERF Water Environment & Reuse Foundation
WIFIA Water Infrastructure Finance and Innovation Act
WIIN Water Infrastructure Improvements for the Nation Act
W RDA Water Resources Development Act
Activated sludge process — A secondary biological wastewater treatment process where
bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume
dissolved nutrients in the wastewater.
Benthos —The community of organisms, such as sea stars, worms, and shrimp, which live on,
in, or near the seabed, also known as the benthic zone.
Biochemical Oxygen Demand (BOD) — The amount of oxygen used when organic matter
undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of
organic matter in water.
Biogas—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a
digester tank that can be used as a fuel.
Biosolids—Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farmland or further processed as an earth-like product for commercial and home gardens to
improve and maintain fertile soil and stimulate plant growth.
Glossary of Terms and Abbreviations
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of
assets. Also includes treatment improvements, additional capacity, and projects for the support
facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but
also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most
common bacteria in wastewater.
Collections system— In wastewater, it is the system of typically underground pipes that receive
and convey sanitary wastewater or storm water.
Certificate of Participation (COP)—A type of financing where an investor purchases a share of
the lease revenues of a program rather than the bond being secured by those revenues.
Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (DIT) — The dilution at which the majority of people detect the odor
becomes the D/T for that air sample.
Greenhouse Gases (GHG) — In the order of relative abundance water vapor, carbon dioxide,
methane, nitrous oxide, and ozone gases that are considered the cause of global warming
("greenhouse effect').
Groundwater Replenishment System (GWRS) — 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 per day of drinking quality water to replenish the local groundwater supply.
Levels Of Service (LOS) — Goals to support environmental and public expectations for
performance.
N-Nitrosodimethylamine (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has
been found in the Groundwater Replenishment System process and is eliminated using hydrogen
peroxide with extra ultra-violet treatment.
National Biosolids Partnership (NBP)—An alliance of the National Association of Clean Water
Agencies and Water Environment Federation, with advisory support from the US Environmental
Protection Agency. NBP is committed to developing and advancing environmentally sound and
sustainable biosolids management practices that go beyond regulatory compliance and promote
public participation to enhance the credibility of local agency biosolids programs and improved
communications that lead to public acceptance.
Plume — A visible or measurable concentration of discharge from a stationary source or fixed
facility.
Glossary of Terms and Abbreviations
Publicly Owned Treatment Works (POTW) —A municipal wastewater treatment plant.
Santa Ana River Interceptor(SARI) Line —A regional brine line designed to convey 30 million
gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean
for disposal, after treatment.
Sanitary sewer—Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban runoff.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing
emissions from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated sludge
process, where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total Suspended Solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Urban runoff—Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed—A land area from which water drains to a particular water body. The Orange County
Sanitation District's service area is in the Santa Ana River Watershed.