HomeMy WebLinkAbout10-28-2015 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, October 28, 2015
Regular Meeting of the b _ 6:00 P.M.
BOARD OF DIRECTORS Board Room
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
AGENDA
INVOCATION AND PLEDGE OF ALLEGIANCE: (Peter Kim, City of La Palma)
ROLL CALL:
DECLARATION OF QUORUM:
PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a
Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or
notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by
the Chairman and are requested to limit comments to three minutes.
SPECIAL PRESENTATIONS:
• Excellence in IT Practices Award by Municipal Information Systems Association
of California
• Employee Service Awards
REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters
of general interest to the Directors. These reports are for information only and require no action by the
Directors.
CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted,
by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent
Calendar for separate discussion will be considered in the regular order of business.
1. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the Regular Board of Directors
Meeting held on September 23, 2015.
10/2e/15 OCSD Board of Directors Agenda Page 1 of 7
OPERATIONS COMMITTEE:
2. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve Minutes of the October 7, 2015, Operations
Committee Meeting.
3. INDUSTRIAL CLEANING SERVICES, SPECIFICATION NO. S-2015-714BD
(Nick Arhontes)
RECOMMENDATION:
A. Award a service contract to Performance Pipeline Technologies for
Industrial Cleaning Services, Specification No. S-2015-71413D, for a total
amount not to exceed $526,500 for the period December 11, 2015 through
December 10, 2016, with four one-year renewal options; and
B. Approve a contingency of$105,300 (20%).
4. EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF HYDROGEN
DISPENSING STATION (Nick Arhontes)
RECOMMENDATION: Authorize the General Manager to negotiate an extension
of the license agreement with Air Products and Chemicals, Inc. for the operation
of a Hydrogen Dispensing Station at Plant 1 in a form recommended by General
Counsel.
5. DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17 (Rob Thompson)
RECOMMENDATION: Approve a contingency increase of $86,481 (15%) to the
Professional Design Services Agreement with RMC Water & Environment (RMC)
for District 6 Trunk Sewer Relief, Project No. 6-17, for a total contingency of
$144,135 (25%).
6. AWARD OF ON-CALL MAINTENANCE AND REPAIR SERVICES MASTER
CONTRACTS - SPECIFICATION NO. S-2015-700 (Ed Torres)
RECOMMENDATION:
A. Approve Master Contracts for providing maintenance and repair services,
Specification No. S-2015-700, for a one-year period effective December 1,
2015 through November 30, 2016, with two (2) one-year renewal options,
M28115 OCSD Board of Directors'Agenda Page 2 of 7
in accordance with Ordinance OCSD-47, Section 2.03 (H), with the
following 7 qualified firms, for bids less than $100,000:
1. J.R. Filanc Construction Company
2. Charles King Company
3. W.A. Rasic Construction Company, Inc.
4. Jamison Engineering Contractors, Inc.
5. United Riggers and Erectors, Inc.
6. SS Mechanical Corp.
7. O'Connell Engineering & Construction Inc.; and
B. Authorize the General Manager to add or delete firms as necessary to
maintain a qualified base of up to 7 firms in accordance to Request for
Qualifications Specification No. S-2015-700.
7. NEWPORT FORCE MAIN REHABILITATION, PROJECT NO. 5-60
(Rob Thompson)
RECOMMENDATION:
A. Approve a project budget increase of$5,913,000, for a total project budget
of $64,000,000 for Newport Force Main Rehabilitation, Project No. 5-60;
and
B. Approve a contingency increase of $3,671,500 (10%) to the construction
contract with Kiewit Infrastructure West Company for Newport Force Main
Rehabilitation, Project No. 5-60, for a total contingency of $11,014,500
(30%).
8. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE
REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson)
RECOMMENDATION: Designate the southwest corner of Plant No. 1 for the
location for the Administration Building and Laboratory Building as the preferred
alternative for CEQA evaluation under the Headquarters Complex, Site and
Security, and Entrance Realignment Program, Project No. P1-128.
ADMINISTRATION COMMITTEE:
9. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the October 14, 2015 meeting of the
Administration Committee Meeting.
10/28A5 OCSD Board of Directors Agenda Page 3 of 7
10. COOPERATIVE PROCUREMENT WITH ADMIN MINNESOTA MATERIALS
MANAGEMENT DIVISION MINNESOTA WSCA-NASPO MASTER
AGREEMENT (Lorenzo Tyner)
RECOMMENDATION: Authorize purchases of information technology computer
and peripheral equipment using the Admin Minnesota Department of
Administration, Materials Management Division, Minnesota WSCA-NASPO
Master Agreement number MNWNC-115 through the contract expiration date,
March 31, 2017 for a total amount not to exceed $500,000, in accordance with
Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases.
11. ELECTRONIC RECORDING MEMORANDUM OF UNDERSTANDING COUNTY
OF ORANGE CLERK-RECORDER'S OFFICE (Bob Ghirelli)
RECOMMENDATION:
A. Approve the Electronic Recording Memorandum of Understanding (MOU)
between the County of Orange and Orange County Sanitation District for
the use of the Secure Government to Government (G2G) Portal for a term
of five (5) years; and
B. Authorize the Clerk of the Board, or her designee, to transmit/record any
and all required Orange County Sanitation District real property documents
in an electronic format.
12. GENERAL MANAGER APPROVED PURCHASES (Lorenzo Tyner)
RECOMMENDATION:
Receive and file District purchases made under the General Manager's authority
for the period of July 1, 2015—September 30, 2015.
STEERING COMMITTEE:
13. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the September 23, 2015 meeting of
the Steering Committee.
10/29/16 OCSD Board of Directors Agenda Page 4 of 7
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE:
14. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the October 12, 2015 meeting of the
Legislative and Public Affairs Committee.
15. AUTHORIZATION OF CONTRIBUTION TO CASA EDUCATION FOUNDATION
SCHOLARSHIP FUND (Bob Ghirelli)
RECOMMENDATION: Adopt Resolution No. OCSD 15-22,entitled "A Resolution
of the Board of Directors of the Orange County Sanitation District approving an
annual contribution in the amount of $5,000 to the California Association of
Sanitation Agencies (CASA) Education Foundation beginning in FY 2015-2016"
NON-CONSENT CALENDAR:
16. GENERAL MANAGER COMPENSATION AND BENEFITS (John Nielsen)
RECOMMENDATION:
Adopt Resolution No. OCSD 15-23 entitled, "A Resolution of the Board of Directors
of the Orange County Sanitation District approving salary increase, salary range
adjustment, and changes to benefits for the General Manager for Fiscal Year 2015-
2016," authorizing the Board Chair to implement a base building salary increase
and corresponding salary range adjustment of 7% retroactive to July 10, 2015, and
changes to the benefits package for the General Manager, for a total amount not
to exceed $41,107.
AB 1234 REPORTS:
INFORMATION ITEMS:
None.
CLOSED SESSION:
During the course of conducting the business set forth on this agenda as a regular meeting of the Board,
the Chair may convene the Board in closed session to consider matters of pending real estate
negotiations,pending or potentiallitigation,orpersonnel matters,pursuant to Government Code Sections
54956.8, 54956.9, 54957 or 54957.6, as noted.
1012BI15 OCSD Beard of Directors Agenda Page 5 of 7
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.
(1) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION
(Government Code Section 54956.9(d)(1))
Number of Cases: 3
Klean Waters, Inc. v. Orange County Sanitation District, United States
District Court, Central District of California, Southern Division, Case No.
8:15-cv-00627-JVS-FFM.
Alex Shaaban v. Orange County Sanitation District, Orange County
Superior Court, Case No. 30-2014-00714555.
Kelly Ross v. Orange County Sanitation District, Orange County Superior
Court, Case No. 30-2014-00714553.
Reconvene in regular session.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS
IF ANY:
ADJOURNMENT:
Adjourn the Board meeting until the Regular Board of Directors Meeting on November 18,
2015, at 6:00 p.m.
10/2a/15 OCSD Board of Directors Agenda Page 6 of 7
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special
disability related accommodations, please contact the Orange County Sanitation District Clerk of the
Board's office at(714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify
the nature of the disability and the type of accommodation requested.
Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,
this agenda has been posted outside the main gate of the Sanitation District's Administration Building
located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website
at www.ocsd.com, not less than 72 hours prior to the meeting date and time above. All public records
relating to each agenda item, including any public records distributed less than 72 hours prior to the
meeting to all, or a majority of the Board of Directors, are available for public inspection in the office of
the Clerk of the Board.
Agenda Description: The agenda provides a brief general description of each item of business to be
considered or discussed. The recommended action does not indicate what action will be taken. The
Board of Directors may take any action which is deemed appropriate.
NOTICE TO DIRECTORS: To place items on the agenda for 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(a)ocsd.cem
For any questions on the agenda, Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherbero(ti),ocsd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rahirelliaocsd.com
Director of Engineering Rob Thompson (714)593-7310 rthomuson(&ocsd.com
Director of Facility Support Services Nick Amontes (714)593-7210 namontesAocsd.com
Director of Finance and Lorenzo Tyner (714)593-7550 INneraocsd.com
Administrative Services
Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com
10/2a/15 OCSD Board of Directors Agenda Page 7 of
ITEM NO. 1
Orange County Sanitation District
MINUTES
BOARD MEETING
September 23, 2015
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10844 Ellis Avenue
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0 912 312 01 5 Minutes of Board Meeting Page 1 of 11
ROLL CALL
A regular meeting of the Board of Directors of the Orange County Sanitation District was
held on September 23, 2015, at 6:03 p.m., in the Administration Building. Director
Beamish 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 John Nielsen, Chair Allan Bernstein
X Gregory Sebourn Doug Chaffee
X Lisa Bartlett Michelle Steel
X Tom Beamish Rose Espinoza
X Steven Choi Lynn Schott
X Keith Curry Scott Peotter
X Ellery Deaton Sandra Massa-Lavitt
A Tyler Diep Joy Neugebauer
A James M. Ferryman Bob Ooten
X Steven Jones Kris Beard
X Jim Katapodis Erik Peterson
X Robert Kiley Michael Beverage
X Peter Kim Michele Steggell
Lucille Kring X Jordan Brandman
X Greg Mills Robert Collaoott
X Richard Murphy Shelley Hasselbrink
X Steve Nagel MichaelVo
X Glenn Parker Cecilia Hupp
X David Shawver Carol Warren
X Fred Smith Steve Berry
X Teresa Smith Mark Murphy
X Sal Tinajero David Benavides
Chad Wanke X Constance Underhill
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; Ed Torres, Director of Operations & Maintenance;
Nick Arhontes, Director of Facility Support Services; Kelly Lore, Clerk of the Board;
Jennifer Cabral; Rhea De Guzman; Mark Esquer; Norbert Gala;Al Garcia; Tim Luu; Laura
Maravilla; Jeff Mohr; Sarah Redinger, Richard Spencer; Christine Stanford and Paula
Zeller.
09/23/2015 Minutes of Board Meeting Page 2 of 11
OTHERS PRESENT: Brad Hogin (General Counsel); and Roger A. Cerda, Esq., Alston
& Bird LLP.
PUBLIC COMMENTS:
None.
SPECIAL PRESENTATIONS
None.
REPORTS:
Chair Nielsen provided a report on Legislative Affairs including: H.R. 3353— Clean Water
Act Citizen Suit Reform and the California Emergency Drought Relief Assistance bill
(S. 1894); and drafting letters of support for both of these bills for action by the Committee
in October. He stated that Townsend Public Affairs team attended the Committee this
month and provided a State political update as well as a briefing on SB 350. He stated
that at his request, staff is working with CASA to attend an upcoming LaPA Committee to
present their legislative platform; and also working with ACC-OC to coordinate an event
that will be hosted here at OCSD in the future, to tour both OCSD and GWRS with a
presentation by SAWPA and OCSD.
Chair Nielsen further reported on recent Communicator Awards received; educational
outreach efforts which allowed OCSD to reach approximately 1,300 people through tours
and events in the month of July and August; and the expansion of OCSD's tour program
both in number of visitors (13%)as well as the number of tours offered. He also reminded
the Board of the upcoming State of the District event to be held on October 16, 2015.
General Manager Jim Herberg informed the directors of the District's preparations for the
anticipated wet weather associated with El Nino, including training exercises, drills and
coordinating with local, regional and federal agencies on preparedness efforts. He
attended a meeting today at the Orange County EOC with OC Flood Control to work
together to protect our flood channels and the plant.
Mr. Herberg announced an upcoming Special Board Meeting to be held on October 21,
2015 at 6:00 p.m. to discuss the Strategic Plan Update and the OCSD District tour for
State Senator Janet Nguyen on October 281h. He also stated that on Sept. 161h the GW RS
hit 100 mgd.
09/23/2015 Minutes of Board Meeting Page 3 of 11
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
Regular Board of Directors Meeting held on August 26, 2015.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nielsen; Parker; Seboum; Shawver;
F. Smith; Tinajero; Withers and Yarc
NOES: None
ABSTENTIONS: Underhill (Alternate)
Brandman (Alternate); Diep; Ferryman; Jones; Nagel; and
ABSENT: T. Smith
2. REPAIR TO MANHOLE STRUCTURES OF WARNER AVENUE RELIEF
SEWER, PROJECT NO. FR12-003 (Nick Arhontes)
MOVED, SECONDED, AND DULY CARRIED TO: Ratify Change Order No. 2 to
the Repair to Manhole Structures of Warner Avenue Relief Sewer, Project No.
FR12-003, with Mode Engineering, authorizing an additional $416,068, increasing
the total contract amount to $791,473.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nielsen; Parker; Seboum; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; Nagel; and
T. Smith
Director Nagel arrived at 6:16 p.m.
OPERATIONS COMMITTEE:
3. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
September 2, 2015 meeting of the Operations Committee Meeting.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
09/23/2015 Minutes of Board Meeting Page 4 of 11
4. PURCHASE OF A LIQUID CHROMATOGRAPHY — MASS SPECTROMETRY
SYSTEM (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO: Award a purchase order to
Agilent Technologies, Inc., for a Liquid Chromatography/Mass Spectrometry
Instrument with an On-Line Solid Phase Extraction, Specification No. E-2015-
645BD-R2, for a total amount not to exceed $465,330.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
5. SOLIDS THICKENING AND PROCESSING AT PLANT NO. 2, PROJECT
NO. P2-89 (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO: Approve a contingency
increase of$526,868 (2%) to the construction contract with W.M. Lyles Company
(WML)for Solids Thickening and Processing at Plant No. 2, Project No. P2-89, for
a total contingency of$2,634,340 (10%).
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
ADMINISTRATION COMMITTEE:
6. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
September 9, 2015 meeting of the Administration Committee Meeting.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
09/23/2015 Minutes of Board Meeting Page 5 of 11
7. REIMBURSEMENTS TO BOARD MEMBERS AND STAFF (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file report of
reimbursements to Board Members and Staff per Government Code 53065.5 for
the period July 1, 2014 through June 30, 2015.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
8. GENERAL MANAGER APPROVED PURCHASES (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file District
purchases made under the General Manager's authority for the period of April 1,
2015 — June 30, 2015.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
9. UPDATE TO OCSD PERSONNEL POLICIES AND PROCEDURES MANUAL
(Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD
15-18 entitled, "A Resolution of the Board of Directors of Orange County Sanitation
District approving a Board of Directors Personnel Policies and Procedures Manual
providing for classification, compensation, and other terms, conditions, policies,
and procedures governing employment of District employees; and repealing
Resolution No. OCSD 98-33 and all associated amendments."
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
STEERING COMMITTEE:
10. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the August
26, 2015 meeting of the Steering Committee.
09/23/2015 Minutes of Board Meeting Page 6 of 11
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
11. GENERAL MANAGER'S FY 2015-2016 WORK PLAN (Jim Herberg)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the General
Manager's FY 2015-16 Work Plan.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
12. SALES TAXES FOR CHEMICAL PURCHASES (Brad Hogin)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Sole Source
Agreements for Tax Consulting and Advocacy Services with Equity Recovery
Solutions and Reed Smith regarding pursuit of refunds for sales tax paid on
chemical purchases.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Mills;
R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver,
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: Kim
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
13. CLASSIFICATION & COMPENSATION STUDIES— COMPARISON AGENCIES
(Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the list of 17
comparison agencies selected by OCSD in collaboration with stakeholder groups,
and begin the next phase of the Classification & Compensation Studies, which
includes a labor market survey.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
09/23/2015 Minutes of Board Meeting Page 7 of 11
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE:
14. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
September 14, 2015 meeting of the Legislative and Public Affairs Committee.
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Katapodis; Kiley; Kim;
Mills; R. Murphy; Nagel; Nielsen; Parker; Sebourn; Shawver;
F. Smith; Tinajero; Underhill (Alternate); Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman; Jones; and T. Smith
Director T. Smith arrived at 6:20 p.m.
NON-CONSENT CALENDAR:
Assistant General Manager Bob Ghirelli provided a brief report regarding Item 15.
15. LOCAL 501 MOU REOPENERS FOR ARTICLE 19— STANDBY PAY, ARTICLE
26 — SHIFT DIFFERENTIAL, & ARTICLE 49.2 — RELIEF OPERATOR
(Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD
15-19, entitled, "A Resolution of the Board of Directors of the Orange County
Sanitation District Approving Standby Pay Changes Identified through the
International Union of Operating Engineers Local 501 (Local 501) 2015 Reopener
Negotiations."
A roll call vote was taken by the Clerk of the Board as follows:
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Kiley; R. Murphy;
Nagel; Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith;
Tinajero; Underhill (Alternate)Withers and Yarc
NOES: Katapodis; Kim and Mills
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep; Ferryman and Jones
Director Jones arrived at 6:25 p.m.
General Manager Jim Herberg, introduced item 16 and provided a brief
presentation and answered questions from the board regarding: accomplishments
of agencies; compensation & class comparisons; timing of approval; specialized
positions; performance based increases; market value v. relative value; control
points; importance of value in position and critical departments.; prioritization and
categorization of the range; employee pension contributions; retroactive pay to
mirror bargaining units; and managers lost to other agencies.
09/23/2015 Minutes of Board Meeting Page 8 of 11
16. EXECUTIVE MANAGEMENT TEAM COMPENSATION AND BENEFITS AND
MANAGER GROUP COMPENSATION (Jim Herberg)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Adopt Resolution No. OCSD 15-20 entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District approving salary
increases, salary range adjustments, performance-based increases, the
distribution of any remaining funds based on changes to scope, duties or
responsibilities and changes to benefits for At-Will Executive Management
Team employees for Fiscal Year 2015-2016," authorizing the General
Manager to implement a base building salary increase and corresponding
salary range adjustment of 2% retroactive to July 10, 2015; a performance-
based base building increase at the discretion of the General Manager; the
distribution of any remaining funds, as a non-base building payment, to
specific Executive Management Team incumbents based on changes to
scope, duties or responsibilities; and a one-time irrevocable election for the
Executive Management Team to transition from Executive Benefits to
Organizational Benefits, for a total NTE amount of$78,688.
A roll call vote was taken by the Clerk of the Board as follows:
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Jones; Katapodis;
Kiley; Mills; R. Murphy; Nagel; Nielsen; Parker; Seboum;
Shawver; F. Smith; T. Smith; Tinajero; Underhill (Alternate)
Withers and Yarc
NOES: Kim
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep and Ferryman
MOVED, SECONDED, AND DULY CARRIED TO:
B. Adopt Resolution No. OCSD 15-21 entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District approving changes to the
salary schedule, salary increases, performance-based increases, and the
distribution of any remaining funds based on changes to scope, duties or
responsibilities for unrepresented management employees for Fiscal Year
2015-2016," authorizing the General Manager to implement changes to the
Manager Group salary schedule that eliminates the control point and
reduces the range maximum; a base building salary increase of 2%
retroactive to July 10, 2015; a performance-based base building increase
at the discretion of the General Manager and Department Head; and the
distribution of any remaining funds, as a non-base building payment, to
specific Manager Group incumbents based on changes to scope, duties or
responsibilities, for a total NTE amount of$114,000.
09/23/2015 Minutes of Board Meeting Page 9 of 11
A roll call vote was taken by the Clerk of the Board as follows:
AYES: Bartlett; Beamish; Choi; Curry; Deaton; Jones; Katapodis;
Kiley; Mills; R. Murphy; Nagel; Nielsen; Parker; Seboum;
Shawver; F. Smith; T. Smith; Tinajero; Underhill (Alternate)
Withers and Yarc
NOES: Kim
ABSTENTIONS: None
ABSENT: Brandman (Alternate); Diep and Ferryman
AB 1234 REPORTS:
None.
INFORMATION ITEMS:
None.
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS: 54956.9(d)(1) and 54957.6
The Board convened in closed session at 6:38 p.m. to discuss two items. Confidential
minutes of the Closed Session have been prepared in accordance with the above
Government Code Sections and are maintained by the Clerk of the Board in the Official
Book of Confidential Minutes of Board and Committee Closed Meetings.
Alternate Director Brandman arrived during Closed Session at 6:55 p.m.
RECONVENED IN REGULAR SESSION:
The Board reconvened in regular session at 7:24 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Chair Nielsen, stated that it was the consensus of the Board that General Manager Jim
Herberg is doing an excellentjob; noting his dedication, always doing what is right, saving
money for the taxpayers, providing a safe environment, and looking forward to cutting
edge technology.
09/23/2015 Minutes of Board Meeting Page 10 of 11
ADJOURNMENT:
At 7:25 p.m. Chair Nielsen adjourned the meeting until the Special Board Meeting on
October 21, 2015 at 6:00 p.m.
Kelly A. Lore
Clerk of the Board
09/23/2015 Minutes of Board Meeting Page 11 of 11
ITEM NO. 2
MINUTES OF THE
OPERATIONS COMMITTEE
Orange County Sanitation District
Wednesday, October 7, 2015, 5:00 p.m.
A regular meeting of the Operations Committee was called to order by Committee
Chair Withers on Wednesday, October7, 2015, at 5:01 p.m. in the Administration Building
of the Orange County Sanitation District.
Director Kiley led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Withers, Chair Jim Herberg, General Manager
David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager
Lisa Bartlett Rob Thompson, Director of Engineering
Tom Beamish Ed Torres, Director of Operations & Maintenance
Ellery Deaton Lorenzo Tyner, Director of Finance &
Steve Jones Administrative Services
Robert Kiley Nick Arhontes, Director of Facility Support Services
Steve Nagel Kelly Lore, Clerk of the Board
Constance Underhill (Alternate) Cindi Ambrose
Mariellen Yarc Deirdre Bingman
John Nielsen, Board Chair Jennifer Cabral
Greg Seboum, Board Vice-Chair William Cassidy
Jim Colston
COMMITTEE MEMBERS ABSENT: Donald Cutler
Richard Murphy Rhea de Guzman
Fred Smith Anne Marie Feery
Dean Fisher
Norbert Gaia
Alfredo Garcia
Robert Jimenez
Kathy Millea
Jeff Mohr
Lisa Rothbart
Jackie Santos
Wendy Sevenandt
Sharon Yin
Eros Yong
OTHERS PRESENT:
Brad Hogin, General Counsel
Michael Beverage, Alternate Director YLWD
Bob Ooten, Alternate Director, CMSD
10/07/2015 Opeations Committee Minutes Page 1 of 6
PUBLIC COMMENTS:
None.
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:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED, and DULY CARRIED TO: Approve Minutes of the
September 2, 2015, Operations Committee Meeting.
AYES: Bartlett, Beamish, Deaton, Kiley, Nielsen, Seboum,
Shawver, Withers and Yarc
NOES: None
ABSTENTIONS: Underhill (Alternate)
ABSENT: Jones, Murphy, Nagel, and Smith, F.
2. INDUSTRIAL CLEANING SERVICES, SPECIFICATION NO. S-2015-714BD
(Nick Arhontes)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Award a service contract to Performance Pipeline Technologies for
Industrial Cleaning Services, Specification No. S-2015-71413D, for a total
amount not to exceed $526,500 for the period December 11, 2015 through
December 10, 2016, with four one-year renewal options; and
B. Approve a contingency of$105,300 (20%).
AYES: Bartlett, Beamish, Deaton, Kiley, Nielsen, Seboum,
Shawver, Underhill (Alternate), Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Jones, Murphy, Nagel, and Smith, F.
10/07/2015 Operations Committee Minutes Page 2 of 6
3. EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF HYDROGEN
DISPENSING STATION (Nick Arhontes)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
Authorize the General Manager to negotiate an extension of the license agreement
with Air Products and Chemicals, Inc. for the operation of a Hydrogen Dispensing
Station at Plant 1 in a form recommended by General Counsel.
AYES: Bartlett, Beamish, Deaton, Kiley, Nielsen, Seboum,
Shawver, Underhill (Alternate), Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Jones, Murphy, Nagel, and Smith, F.
4. DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17 (Rob Thompson)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a contingency increase of $86,481 (15%) to the Professional Design
Services Agreement with RMC Water & Environment (RMC) for District 6 Trunk
Sewer Relief, Project No. 6-17, for a total contingency of$144,135 (25%).
AYES: Bartlett, Beamish, Deaton, Kiley, Nielsen, Seboum,
Shawver, Underhill (Alternate), Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Jones, Murphy, Nagel, and Smith, F.
5. AWARD OF ON-CALL MAINTENANCE AND REPAIR SERVICES MASTER
CONTRACTS - SPECIFICATION NO. S-2015-700 (Ed Torres)
MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve Master Contracts for providing maintenance and repair services,
Specification No. S-2015-700, for a one-year period effective December 1,
2015 through November 30, 2016, with two (2) one-year renewal options,
in accordance with Ordinance OCSD-47, Section 2.03 (H), with the
following 7 qualified firms, for bids less than $100,000:
1. J.R. Filanc Construction Company
2. Charles King Company
3. W.A. Rasic Construction Company, Inc.
10/07/2015 Operations Committee Minutes Page 3 of 6
4. Jamison Engineering Contractors, Inc.
5. United Riggers and Erectors, Inc.
6. SS Mechanical Corp.
7. O'Connell Engineering & Construction Inc.; and
B. Authorize the General Manager to add or delete firms as necessary to
maintain a qualified base of up to 7 firms in accordance to Request for
Qualifications Specification No. S-2015-700.
AYES: Bartlett, Beamish, Deaton, Kiley, Nielsen, Seboum,
Shawver, Underhill (Alternate), Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Jones, Murphy, Nagel, and Smith, F.
Director Jones arrived at 5:03 p.m.
Director Nagel arrived at 5:05 p.m.
NON-CONSENT CALENDAR:
Director of Engineering Rob Thompson provided an informative PowerPoint presentation
regarding item 6 which included: Newport Force Main Rehabilitation additional costs; City
of Newport Beach and Caltrans permitting issues; unexpected construction and traffic
complexity; utility conflicts; construction testing services for both phases of project;
completion of project at approximately 83%; community outreach support; contractor
cumulative construction cost impacts; and costs of addressing unknown conditions.
Comments and questions from the Committee involved: complexity of project;
contingency amount; unexpected impacts; appreciation of staffs handling of the project;
specific questions regarding repairs; contingency amounts; inspections of mains prior to
beginning project; working relationships with Caltrans and the City of Newport Beach;
increased design spending to save risks in construction; and resolution of possible
Contractor time related issues.
6. NEWPORT FORCE MAIN REHABILITATION, PROJECT NO. 5-60
(Rob Thompson)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a project budget increase of$5,913,000, for a total project budget
of $64,000,000 for Newport Force Main Rehabilitation, Project No. 5-60;
and
B. Approve a contingency increase of $3,671,500 (10%) to the construction
contract with Kiewit Infrastructure West Company for Newport Force Main
10/07/2015 Operations Committee Minutes Page 4 of 6
Rehabilitation, Project No. 5-60, for a total contingency of $11,014,500
(30%).
AYES: Bartlett, Beamish, Deaton, Jones, Kiley, Nagel, Nielsen,
Sebourn, Shawver, Underhill (Alternate), Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Murphy, and Smith, F.
Mr. Thompson provided a PowerPoint presentation on item 7 in regards to the
Headquarters Complex, Site Security, and Entrance Realignment Program including:
entrance/project impacts; identified risks and mitigation options; and a recommended
preferred alternative.
Vice-Chair Sebourn recused himself and left the room during this item.
Mr. Thompson responded to questions regarding: square footage of proposed buildings;
land acquisition and development negotiations with Caltrans; project bidding; relocation
of displaced staff/trailers; effect of proposed site location on residential area; CEQA
process; overall footprint of the operation of the District; and traffic circulation concerns.
Director Bartlett offered her assistance with OCTA and Caltrans negotiations.
7. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE
REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson)
MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to:
Designate the southwest corner of Plant No. 1 for the location for the
Administration Building and Laboratory Building as the preferred alternative for
CEQA evaluation under the Headquarters Complex, Site and Security, and
Entrance Realignment Program, Project No. P1-128.
AYES: Bartlett, Beamish, Deaton, Jones, Kiley, Nagel, Nielsen,
Shawver, Underhill (Alternate), Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Murphy, Sebourn (recused) and Smith, F.
INFORMATION ITEMS:
8. BIOSOLIDS PROGRAM (Rob Thompson)
Environmental Compliance Manager Jim Colston presented a PowerPoint and a video
providing an overall description of the OCSD Biosolids Program; composting facilities and
operations; and the history, management and production trends of biosolids.
10/07/2015 Operations Committee Minutes Page 5 of 6
Engineering Manager, Kathy Millea completed the presentation with a Capital
Improvement Update regarding biosolids handling facilities,the Biosolids Master Plan and
new opportunities for generating products and more efficient technologies to generate
higher quality biosolids. Both referenced a Biosolids display in the Board room, and had
buckets of composted biosolids available for the Committee and public to sample.
Chair Nielsen thanked staff for the presentation and reiterated that the industry is turning
from treatment facility to a product producer.
Staff responded to questions regarding: supercritical water process; decreasing the
ecological footprint; AquaCritox project process timeframe; the benefits to the research
project completion; and the Governor's newly signed bill regarding renewable energy
sources.
DEPARTMENT HEAD REPORTS:
Nick Arhontes, Director of Facilities Support Services, reported on the recent chemical
treatment performance testing taking place in the regional sewers. He stated that the
chemical dosing stations are shut off to conduct sampling, and while odors may be
experienced, valuable data is obtained. Additional information will be available in the
upcoming General Manager's monthly report.
General Manager Herberg announced the following upcoming meetings and events:
Legislative and Public Affairs Committee meeting, October 12th at 3:30 p.m.; GWRS
Steering Committee meeting, October 12th at 5:00 p.m., State of the District, October
16th at 8:00 a.m. and the Special Board Meeting-Strategic Plan, October 21s'at 6:00 p.m.
Board Chair Nielsen also announced that ACC-OC will be holding an event on November
13t1 at 3:00 p.m., to be held at OCSD.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
None.
ADJOURNMENT
At 6:23 p.m., Committee Chair Withers declared the meeting adjourned to the next
scheduled meeting of Wednesday, November 4, 2015 at 5:00 p.m.
Submitted by,
Kelly A. Lore
Clerk of the Board
10/07/2015 Operations Committee Minutes Page 6 of 6
OPERATIONS COMMITTEE Meeting Date TOBd.OfDlr.
10/07/15 10/28/15
AGENDA REPORT Unm NumMr Item Number
z B
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Nicholas J. Arhontes, Director of Facilities Support Services
SUBJECT: INDUSTRIAL CLEANING SERVICES, SPECIFICATION NO.
S-2015-714BD
GENERAL MANAGER'S RECOMMENDATION
A. Award a service contract to Performance Pipeline Technologies for Industrial
Cleaning Services, Specification No. S-2015-71413D, for a total amount not to
exceed $526,500 for the period December 11, 2015 through December 10, 2016,
with four one-year renewal options; and
B. Approve a contingency of$105,300 (20%).
SUMMARY
The purpose of this Service Contract is to provide for cleaning of our treatment facilities
and pump station civil infrastructure. The service provider will remove and dispose of
debris and other materials from our facilities using combination hydro cleaning and
industrial vacuuming equipment. These cleaning tasks are a part of planned and
scheduled preventative maintenance. Emergency work will also be conducted when
needed. This approach will expedite procuring this type of work; reduce staff resources
associated with procurement, contracting, accounting, and also specification
development of individual tasks. It also eliminates multiple contracts throughout the
year and efficiently consolidates individual contracts into one contract authorized by the
Board of Directors.
The current Services Agreement expires on December 10, 2015 and staff conducted a
Request for Proposals on July 6, 2015. Requests for Proposal (RFP) notifications were
sent to 54 vendors and four proposals were received. The proposals were evaluated in
accordance with defined Sanitation District procedures as required by the Sanitation
District's Purchasing Ordinance. The proposed agreement is for a one-year period with
four annual renewal authorizations based on successful performance by the contractor.
Staff will use the service provider on an as-needed basis and does not guarantee work
quantities or volumes.
Staff recommends awarding a Service Contract to Performance Pipeline Technologies
because they received the highest overall score on this proposal and they had the
lowest proposed price.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 1
ADDITIONAL INFORMATION
Work volumes estimated were based on historical industrial cleaning jobs that occurred
during the year. A 20% contingency is requested to cover unknown conditions and
emergencies that could occur during the year. This is a relatively new program and
there will likely be many debris-filled facilities in treatment plants including: headworks,
grit chambers, primary clarifiers, underground piping and channels, chemical storage
tanks, wet wells and several other areas where these types of services can be used. In
the collections facilities the 15 pump station wet wells will be the primary focus. If
needed, the service could also be used on pipelines and manholes.
Four proposals were received on August 12, 2015 and were evaluated in accordance
with Sanitation District policies and procedures. The proposals were evaluated and
ranked according to the total scores from the evaluation team as follows:
RANK FIRM EVALUATION SCORE
1 Performance Pipeline Technologies 685
2 American Integrated 526.08
3 Hoffman Southwest Corp 510.42
4 National Plant Services 413.72
Cost proposals including hourly rates were reviewed on September 2, 2015. Staff
recommends Performance Pipeline Technologies be awarded the Service Contract as
the highest ranked proposal and lowest total cost.
RANK FIRM TOTAL COST
1 Performance Pipeline Technologies $ 526,500.00
2 American Integrated $ 531,730.00
3 Hoffman Southwest Corp $ 598,430.00
4 National Plant Services $ 709,787.50
CEQA
This is for maintenance of existing facilities.
Page 2
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This recommendation complies with authority levels of the Sanitation District Purchasing
Ordinance. This item has been included in various operating budget line items:
Division 330-330.54010 Division 830-830.54010 Division 850-850.54010
Division 342-342.54010 Division 840-840.54010
Date of Approval Contract Amount Continaencv
1 012 8/2 01 5 $526,500.00 $105,300 (20%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package and attachments:
Service Contract
MAE:WC:IH:eh:pe
Page 3
SERVICE CONTRACT
Industrial Cleaning Services
Specification No. S-2015.714BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Performance Pipeline
Technologies with a principal business at 5901 Warner Avenue #482, Huntington Beach, CA
92649 (hereinafter referred to as "Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to retain the services of Contractor for Industrial Cleaning Services
"Services" as described in Exhibit "A", and
WHEREAS, Contractor submitted its Proposal, dated August 12, 2015; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with OCSD Board
of Directors' Ordinance No. OCSD-47; and
WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by
minute order, authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and
Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as
described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit
IN..
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract
as though fully set forth at length herein. Exhibits to this Contract are as follows in order of
precedence:
Exhibit"A" Scope of Work
Exhibit"B" Proposal from Contractor
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit"D" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and
any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
Orange County Sanitation District 1 of 9 Specification No. 8-2015-714BD
version date 6.30.2015
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 The term 'business days", when used in the Contract, shall mean all days that are not
Saturdays, Sundays, or OCSD observed holidays.
1.8 OCSD observed holidays are as follows: New Year's Day, Lincoln's Birthday, Presidents'
Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after
Thanksgiving, Christmas Eve, and Christmas Day.
1.9 The term "hours", when used in this Contract, shall be as defined in Exhibit"A".
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. 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.
3. 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.
4. Compensation Compensation for this Contract shall not exceed the total amount of Five
Hundred Twenty-Six Thousand Five Hundred Dollars ($526,500.00).
5. California Department of Industrial Relations (DIR) Reoistration and Record of
Wages
5.1 Contractor and its subcontractors shall comply with the registration requirements of Labor
Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance
monitoring and enforcement by the DIR.
5.2 Contractor is hereby notified that, pursuant to provisions of the Labor Code of the State of
California, the Board of Directors of the Orange County Sanitation District adopted the prevailing
rate of per diem wages, as determined by the Director of Industrial Relations, applicable to the
work to be done for the locality in which the work is to be performed in compliance with Section
1773 of the Labor Code, and it is on file in the Engineering Office located at Plant 1 of OCSD.
6. Payments Payments shall be made upon approval by the OCSD Project Manager or
designee, of invoices submitted for Services completed as described in Exhibit "A". OCSD, at its
sole discretion, shall be the determining party as to whether the Services have been satisfactorily
completed.
Orange County Sanitation District 2 of 9 Specification No. 5-2015-714BD
version date 6.30.2015
7. Invoices
7.1 OCSD shall pay within thirty (30) days of completion and receipt and approval by the
OCSD Project Manager or designee of an itemized invoice, in a form acceptable to OCSD to
enable audit of the charges thereon. Invoices shall include the Purchase Order Number.
7.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaffla9OCSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager, Industrial Cleaning Services and S-2015-7146D.
& Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
9. Contract Term The Services provided underthis Contract shall be completed within three
hundred sixty-five (365)days from the effective date of the Notice to Proceed.
10. Renewals
10.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year 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.
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. 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.
11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's
determination that Contractor is not meeting requirements, if the level of service is inadequate, or
any other default of this Contract.
11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by
written notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
11.4 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
Orange County Sanitation District 3 of 9 Specification No. S-2015-714BD
version date 6.30.2015
12. Insurance Contractor and all subcontractors shall purchase and maintain,throughout the
life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the
requirements set forth in the signed Acknowledgement of Insurance Requirements (attached
hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this
Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract.
13. Indemnification and Hold Harmless Provision Contractor shall assume all
responsibility for damages to property and/or injuries to persons, including accidental death,which
may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor
or by anyone directly or indirectly employed by 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
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.
14. OCSD 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 found at: ocsd.com, "Doc Central" at the bottom of page, under "Safety".
OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference
as though fully set forth herein.
15. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply:
15.1 Manufacturers standard warranty shall apply. All manufacturer warranties will begin at
date of completion of this Contract.
15.2 Contractor's warranty: If, within the 12-month period following completion of its Services,
OCSD informs Contractor that any part of the Services fails to meet the standards required under
this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such
actions as are necessary to correct or complete the noted deficiency(ies) at Contractors sole
expense.
Orange County Sanitation District 4 of 9 Specification No. 5-2015-714BD
version date 6.30.2015
16. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
17. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said
party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force
Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract.
16. 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.
19. 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 the Contractor discover any latent or unknown conditions materially
differing from those inherent in the work or as represented by OCSD, it shall immediately inform
OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are
received from OCSD.
20. Regulatory Reguirements 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.
21. 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.
22. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
23. Contractor's Employees Compensation
23.1 Davis-Bacon Act - Contractor will pay and will require all subcontractors to pay all
employees on said project a salary or wage at least equal to the prevailing rate of per diem wages
as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft
or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall
apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five
percent(25%)or more of the Contract is funded by federal assistance. If the aforesaid conditions
are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated
herein as a part of this Contract and referred to by reference.
23.2 General Prevailing Rate— OCSD has been advised by the State of California Director of
Industrial Relations of its determination of the general prevailing rate of per diem wages and the
general prevailing rate for legal holiday and overtime work in the locality in which the work is to
be performed for each craft or type of work needed to execute this Contract, and copies of the
same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than
said prevailing rates shall be paid to workers employed on this Contract as required by Labor
Orange County Sanitation District 5 of 9 Specification No. S-2015-714BD
version date 6.30.2015
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.
23.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars
($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor
or any subcontractor under it)less than the prevailing rate of per diem wages as set by the Director
of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for
the work provided for in this contract, all in accordance with Section 1775 of the Labor Code of
the State of California.
23.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of
California, regarding the employment of apprentices are applicable to this Contract and the
Contractor shall comply therewith if the prime contract 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.
23.5 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 it hereunder except as provided in paragraph 23.2 above.
Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code
of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars
($25.00) for each worker employed in the execution of this Contract by Contractor or any
subcontractor for each calendar day during which any worker is required or permitted to labor
more than eight(8)hours in any one 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.
23.6 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.
24. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
Contract work, which may have associated emissions such as sandblasting, open field spray
painting or demolition of asbestos containing components or structures, shall comply with the
appropriate rules and regulations of the SCAQMD.
25. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of Califomia and the Parties submit to jurisdiction in Orange County, in the event any action
is brought in connection with this Contract or the performance thereof.
Orange County Sanitation District 6 of 9 Specification No. 5-2015-714BD
version date 6.30.2015
26. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
27. Remedies In addition to other remedies available in law or equity, 'rf the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the Contract price,together with any incidental or consequential
damages.
26. Dispute Resolution
28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of agreement, each party shall select an arbitrator, and those two (2) arbitrators
shall select a third. Discovery may be conducted in connection with the arbitration proceeding
pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3)
arbitrators acting as a board, shall take such evidence and make such investigation as deemed
appropriate and shall render a written decision on the matter in question. The arbitrator shall
decide each and every dispute in accordance with the laws of the State of California. The
arbitrators decision and award shall be subject to review for errors of fact or law in the Superior
Court for the County of Orange, with a right of appeal from any judgment issued therein.
29. 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.
30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
31. Severability If any section, subsection, or provision of this Contract, or any agreement
or instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
Orange County Sanitation District 7 of 9 Specification No. 5-2015-714BD
version date 6.30.2015
32. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
33. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this Contract without the prior written consent from OCSD.
34. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
35. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
36. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
37. Non-Liability of OCSD Officers and Emplovees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
38. Read and Understood By signing this Contract, Contractor represents that it has read
and understood the terms and conditions of the Contract.
39. 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.
40. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings,
and negotiations between the Parties with respect to the subject matter hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2015-714BD
version date 6.30.2015
41. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address or which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Larry Roberson
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Gene Glassburner
Performance Pipeline Technologies
5901 Warner Avenue#482
Huntington Beach, CA 92649
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:
Chair, Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts, Purchasing and Materials
Management Division Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2015-714BD
version date 6.30.2015
OPERATIONS COMMITTEE Meeting Dare TOBA.Of DIr.
10/07/15 10/28/15
AGENDA REPORT Item Number Item Nu be
3 4
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Nicholas J. Arhontes, Director of Facilities Support Services
SUBJECT: EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF
HYDROGEN DISPENSING STATION
GENERAL MANAGER'S RECOMMENDATION
Authorize the General Manager to negotiate an extension of the license agreement with
Air Products and Chemicals, Inc. for the operation of a Hydrogen Dispensing Station at
Plant 1 in a form recommended by General Counsel.
SUMMARY
We currently have a license agreement with Air Products and Chemicals, Inc. (APCI) of
Allentown, PA which is scheduled to expire on October 31, 2015. OCSD has the desire
to continue to be a host site for the hydrogen dispensing station, and APCI desires to
continue operating the dispensing station. The South Coast Air Quality Management
District (SCAQMD) and the California Air Resources Board (ARB) also desire that we
continue to host this dispensing station for public use. The station uses trucked in
hydrogen and the tank trailer that supplies the fuel is parked in the process area inside
Plant No. 1.
There have been no performance problems under the current agreement. We would
like to extend the current agreement starting November 1, 2015 through October 31,
2016 with renewal options as mutually agreed. Continuation as a host site for the
hydrogen dispensing station also meets the requirements of the supplemental
environmental project negotiated with the SCAQMD.
PRIOR COMMITTEE/BOARD ACTIONS
April 22, 2015 — Approved a license agreement for operation of hydrogen dispensing
station.
December 17, 2014 — Approved a supplemental environmental project for air quality
compliance.
ADDITIONAL INFORMATION
The dispensing station and its necessary support systems were a part of a previously
approved research and demonstration project hosted at Plant No. 1. The project used
our digester gas which is a renewable fuel and generated electricity using a fuel cell.
Page 1 of 2
The fuel cell also generated pure hydrogen which was compressed and used for vehicle
fueling. Information about the project and its partners has been previously provided to
the Board. Some of the Board members have seen this system on past tours.
Depending on public usage to fuel private vehicles, we may see four to six deliveries
per month as the new full trailer is swapped out for an empty one by APCI. The
consumers do not pay at the dispenser as is common with other fueling systems. Fuel
costs are typically a part of the vehicle's lease or purchase agreement with the vehicle
manufacturer. We are not a party to this commercial arrangement. The General
Counsel assisted staff on the negotiations on the current agreement.
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
N/A
ATTACHMENT
The following attachment(s) maybe viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
• Original license agreement with Air Products and Chemicals, Inc.
NJA:AC:pe
Page 2 of 2
LICENSE AGREEMENT FOR OPERATION OF OR/01�{e
HYDROGEN DISPENSING STATION
This License Agreement("Agreement")is made and entered into this 1st day of
July , 2015 ("Effective Date"), by and between the ORANGE COUNTY
SANITATION DISTRICT, a County Sanitation District ("Licensor"), and AIR
PRODUCTS AND CHEMICALS, INC.,a Delaware corporation("Licensee"). Licensor
and Licensee are sometimes referred to herein as the "Parties" and individually as a
"Party.„
1. Premises. Located at 10844 Ellis Avenue, Fountain Valley, CA 92708,
inclusive of the Hydrogen Energy and Supply Station,Hydrogen Supply Line,
and Hydrogen Dispensing and Compressor Equipment, as more particularly
described and depicted in Exhibit"A"attached hereto.
2. Permit to Enter Premises. Licensor grants to Licensee a nonexclusive
revocable license to enter and use the Premises for the sole purpose set forth
in Section 5 hereof and for no other purpose,subject to Licensee's compliance
with all of the terms of this Agreement. Licensee acknowledges and agrees
that it is not a tenant on the Premises and any rights or benefits which may
accrue to Licensee by reason of execution of this Agreement or use of the
Premises shall solely be those of a licensee and not a tenant-
3- Term. The term of this Agreement shall expire on October 31, 2015 unless
earlier terminated by Licensee as provided herein. Licensee may unilaterally
terminate this Agreement with or without cause upon thirty (30) calendar
day's written notice to Licensor.
4. Consideration. As consideration for the license granted in this Agreement,
Licensee shall pay to Licensor an annual fee of one dollar(S1.00), payable in
advance. Commencing on the fifth month following the Effective Date, and
continuing thereafter, License shall pay to Licensor a monthly fee of six
hundred and ninety dollars (S690), payable in advance, which sum represents
the apportioned cost of utilities servicing the Premises.
5. Use. Licensee shall use the Premises solely for the operation of a hydrogen
dispensing station("Dispensing Station")that is accessible by the public. Such
operation shall include the delivery and storage of hydmgen tube trailers as set
forth in Section 8 hereof, distributing hydrogen fuel through the hydrogen
supply line, dispensing hydrogen fuel, maintenance of the hydrogen fuel
compressor and dispenser equipment, and the issuance and administration of
Dispensing Station customer/patron accounts and all customer interface for
such operations. For purposes of this Agreement, such operation shall not
include use of the Hydrogen Energy and Supply Station to generate hydrogen.
097525.1
6. Regulations. Licensee shall obtain, at its sole cost and expense, all
governmental permits and authorizations; of whatever nature required by any
governmental agencies having jurisdiction over Licensee's use of the Premises.
Licensee,at its sole cost,will comply with all applicable governmental laws and
regulations. Licensee will also comply with any and all reasonable rules and
regulations promulgated from time to time by Licensor.
7. Meetings. Prior to exercising any of the rights granted by this Agreement,
Licensee's contract administrator or his/her designee shall attend a kickoff
meeting(at Licensee's discretion via telephone)with Licensoes staff to discuss
operation of the Dispensing Station on the Premises. After commencing
operations at the Premises, and thereafter for the term of this Agreemem,
Licensee's contract administrator or his/her designee shall attend a monthly
meeting via telephone with Licensors staff to discuss Licensee's operation of
the Dispensing Station.
8. Delivery and Storage of Hydrogen Tube Trailers AN drivers delivering
hydrogen tube trailers to the Dispensing Station must check in and check out
_... . _with.the.OCSD.Control.Center, and must provide my delivery information
and complete all paperwork required by Licensor. Hydrogen tube trailers may
only be stored in the area designated for hydrogen supply trailer parking in
Exhibit "A". Once positioned onsite, the trailer wheels must be secured with
wheel locks.
9. Protective Barrier. Prior to the first tube trailer delivery and within thirty (30)
days following the Effective Date, Licensee shall install, at its sole cost and
expense, and of commercial quality, a K-Rail barricade and chain link gate
enclosure at the Hydrogen Energy and Supply Station as depicted in Exhibit
"A"
10. Records. Licensee shall keep complete,accurate, and detailed accounts of all
costs, expenses, expenditures, and income pertaining in any way to its
operation of the Dispensing Station. Licensor shall have full and free access
to such records at all reasonable times, including the right to inspect, copy,
audit,and make records and transcripts from such records.
11. Condition and Maintenance of Premises. Licensee accepts the Premises in an
"as is" condition. Licensor expressly disclaims any warranty or representation
with regard to the condition, safety, security or suitability for Licensee's
intended use of the Premises. Licensee shall maintain the Premises in a neat,
clean,orderly and safe condition and shall be responsible for any damage done
in or to the Premises caused by Licensee or its employees,agents or contractors.
Licensee shall implement and enforce all laws, regulations, controls, or
measures imposed by any and all public, administrative and/or regulatory
bodies having jurisdiction over Licensee's use of the Premises. Upon
temrination of this License, Licensee shall peaceably surrender and quit, and
rw^zs i
repair and restore the Premises to the same condition as existed on the Effective
Date,reasonable wear and tear excepted only.
12. Indemnity. Each Party (an "indemnitor") shall defend, indemnify and hold
harmless the other Party(the"Indemnitee")for all claims,damages,expenses,
losses, costs or liabilities, including without limitation reasonable legal costs,
fees and expenses (collectively, "Losses"h arising out of bodily injuries,
including without limitation fatal injury or disease, to the Indemnitor's Group
(as defined below) or (2) damage to tangible real or personal property of
Indemnitor and Indemnitor's Group, in in either case arising from or in
connection with the performance of this Agreement. The obligation to
indemnify, defend and hold harmless shall apply without regard to fault or
cause of Losses, including without limitation the negligence or strict liability
of Indemnitee. "Indemnitor's Group" shall mean: (i)collectively, with respect
to Licensee,Air Products and its affiliates,subsidiaries and subcontrators, and
any employee, officer, director or agent of any of the foregoing, and (ii)
collectively, with respect to Licensor, OCSD and its affiliates, subsidiaries
and subcontractors, and any employee, officer, director, agent or invitee of
any of the foregoing.
Each Party's obligations pursuant to this Section 12 shall survive expiration or
earlier termination of this Agreement
11 Insurance. Without limiting Licensee's liability for indemnification, Licensee
agrees to purchase and maintain during the life of this License, all required
insurance,and to provide proof of said coverage, in accordance with the OCSD
Insurance Requirements attached hereto as Exhibit"B"and incorporated herein.
14. Assignment. Licensee may assign,sublet or otherwise transfer its interest under
this Agreement in connection with the lease or sale of all or substantially all of
Licensee's business assets associated with this Agreement Licensee may
otherwise assign,sublet or transfer its interest under this Agreement only with
prior written consent of Licensor,consent shall not be unreasonably withheld.
Any other attempted assignment, sublet or transfer made in violation of this
provision shall be null and void.
is. Relocation Benefits. This Agreement is not intended to convey a property
interest but to permit Licensee to use the Premises as provided for herein.
Licensee acknowledges the rights granted by State and/or Federal Relocation
Assistance Laws and regulations and, notwithstanding any other provision of
this Agreement, expressly waives all such past, present and future rights, if
any, to which Licensee might otherwise be entitled from Licensor with regard
to this Agreement and the business operated on the Premises. Licensee shall
not be entitled to relocation assistance, relocation benefits, or compensation
for loss of goodwill upon the termination of this License. Licensee hereby
knowingly waives all notices of termination that may be required pursuant to
twrsxs.t
California Government Code section 7260,et.seq.,or any other displacement,
acquisition or relocation laws or regulations, and waives all rights such
relocation benefits, assistance and/or other compensation of whatever kind or
nature.
16. Notices. All notices, consents, submissions for approvals, approvals, requests,
demands and other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given and received if and when
personally served or forty-eight(48) hours after being deposited in the United
States mail,registered,postage prepaid,addressed to the intended Party at:
LICENSOR: OCSD
ATTN.:CLERK OF THE BOARD
10844 ELLIS AVENUE
FOUNTAIN VALLEY,CA 92708-7018
LICENSEE: AIR PRODUCTS AND CHEMICALS,INC.
ATTIC: Corporate Secretary (File 216-176-P)
_.. 7201..Hamilton 131vd. _. .. ..
Allentown, 1 195-1501
17. Integration This instrument constitutes the entire agreement between the
parties hereto, supersedes all previous agreements and understandings,
whether oral or written, relating in the subject matter hereof, and may not be
changed or modified orally.
18. Choice of Law. This Agreement shall be governed by and construed
according to the laws of the State of California without giving effect in its
conflicts of law provisions.
19. Authority. The Parties hereto have caused this instrument to be executed by
their duly authorized representatives,on the day first above written, intending
hereby to be legally bound.
[Signatures on Following Page]
1097525.1
IN WITNESS WHEREOF,the Parties have executed and entered into this
Agreement as of the daze first written above
"Licensor"
ORANGE COUNTY SANITATION
DISTRICT
G eral Manager Date
C erk o e l3oand I Date
Approved as to Form:
General Counsel—
"Licensee"
AIR PRODUCTS AND CHEMICALS,
INC.
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By:
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Name:
Title: �(.U'.+til �(� fin ta,
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OPERATIONS COMMITTEE Meeting Date TOBd.OrDlr.
l0107115 10/28/15
AGENDA REPORT Item Number Item Number
a s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17
GENERAL MANAGER'S RECOMMENDATION
Approve a contingency increase of $86,481 (15%) to the Professional Design Services
Agreement with RMC Water & Environment (RMC) for District 6 Trunk Sewer Relief,
Project No. 6-17, for a total contingency of$144,135 (25%).
SUMMARY
The purpose of this project is to increase the wet weather capacity of the District 6
Trunk, extend the life of the sewer by 30 years, and to provide safe access to the
manholes. The District 6 Trunk serves the cities of Costa Mesa and Newport Beach.
The existing 3,700-foot long sewer ranges from 12 to 18 inches in diameter and extends
along Pomona Avenue in Costa Mesa, and along Newport Boulevard to Pacific Coast
Highway in Newport Beach.
The District 6 trunk sewer was built by the Orange County Sanitation District (Sanitation
District) in the early 1950s and is approximately 60 years old. The Sanitation District's
2006 Strategic Plan Update and 2009 Facilities Master Plan both identify this sewer as
at risk of a sanitary sewer overflow during a 10-year model storm event and is in need
of capacity upgrades. A 2006 survey performed on the project's sewer pipes identified
portions of the pipe in need of rehabilitation in addition to capacity upgrades.
This contingency increase will allow the Design Consultant, RMC, to modify the
drawings and specifications to meet recent modifications requested by the City of
Newport Beach and Caltrans. It will also reimburse RMC for out-of-scope work
performed during Final Design.
Costs associated with this increase will be taken from the project's overall contingency.
Therefore, the project's overall budget will not change.
PRIOR COMMITTEE/BOARD ACTIONS
December 2012 - Approved a Professional Design Services Agreement with RMC to
provide engineering design services for District 6 Trunk Sewer Relief, Project No. 6-17,
for an amount not to exceed $576,541; and approved a contingency of$57,654 (10%).
Page 1 of 2
ADDITIONAL INFORMATION
The City of Newport Beach requested that the Sanitation District modify the design so
four sewer segments would stay in the landscaped slope instead of realignment into the
shoulder of Newport Boulevard as originally proposed. Reasons for this change were to
decrease the duration of construction and traffic control impacts within the area north of
Hospital Road on Newport Boulevard. The resultant changes will leave all manholes in
the slope section of the road where maintenance access tum-outs will be constructed.
These changes will require additional design costs by RMC per this request. However,
the new construction approach only requires that two sewer segments be realigned by
open cut trench work, and the rest can be rehabilitated in place. By reducing the amount
of open trench sewer pipe installation, this design change will reduce construction costs
and decrease traffic control related impacts. This additional contingency will fund the
design revisions. These changes are also preferred by Caltrans. Since Newport
Boulevard is owned and maintained by Caltrans, they prefer not to have any utilities in
paved areas.
During Final Design, RMC made changes to the drawings and specifications in order to
improve access to sewer manholes. An abandoned manhole was also discovered and it
required additional design effort to specify proper demolition. In addition, the City of
Newport Beach required additional time to review the design, which caused additional
project overhead costs. These costs were not included in RMC's budget.
CEQA
The project was included in the Program Draft Environmental Impact Report (DEIR) on
Collection System Improvement Plan dated March 2007. An addendum to this EIR is
currently being prepared.
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Budget Update FY2015-16, Section A-7) and
the budget is sufficient for the recommended action.
Date of ADDroval Contract Amount Continaencv
12/19/12 $576,541 $ 57,654 (10%)
10/28/15 $602,922 $144,135(25%)TOTAL
ATTACHMENT
N/A
AN:dm:gc
Page 2 of 2
OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir.
10/07/15 10/28/15
AGENDA REPORT Item Item Number
5 fi
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: AWARD OF ON-CALL MAINTENANCE AND REPAIR SERVICES
MASTER CONTRACTS - SPECIFICATION NO. S-2015-700
GENERAL MANAGER'S RECOMMENDATION
A. Approve Master Contracts for providing maintenance and repair services,
Specification No. S-2015-700, for a one-year period effective December 1, 2015
through November 30, 2016, with two (2)one-year renewal options, in accordance
with Ordinance OCSD-47, Section 2.03 (H), with the following 7 qualified firms,
for bids less than $100,000:
1. J.R. Filanc Construction Company
2. Charles King Company
3. W.A. Rasic Construction Company, Inc.
4. Jamison Engineering Contractors, Inc.
5. United Riggers and Erectors, Inc.
6. SS Mechanical Corp.
7. O'Connell Engineering & Construction Inc.
B. Authorize the General Manager to add or delete firms as necessary to maintain a
qualified base of up to 7 firms in accordance to Request for Qualifications
Specification No. S-2015-700.
SUMMARY
The intent of this procurement is to have OCSD enter into a one-year contract with up to
two—one year renewal options, with up to seven qualified firms to perform maintenance
& repair services on a task-order basis. The objective of the Maintenance & Repair
Services Program is to provide a procurement process that allows OCSD to "fast track"
repair services in order to expedite repair work needed on critical OCSD owned/operated
wastewater/facility assets.These master contracts will also benefit OCSD in having ready
access and agreed upon response terms for urgent and emergency repairs. Maintenance
and Repair Projects that are estimated to cost over $100,000 (including change orders)
will undergo the normal procurement process (i.e., design/bid/award/build), including
Operations/Board Committee approval pursuant to the District's Purchasing Ordinance.
PRIOR COMMITTEE/BOARD ACTIONS
None.
Page 1 of 3
ADDITIONAL INFORMATION
In 2013, District staff determined that a program to 'fast track" facility maintenance and
repairs services would improve the District's efficiency and effectiveness, as well as
reduce risks to OCSD's wastewater operations. An expeditious procurement process of
managing facility maintenance and repair services in support of the Orange County
Sanitation District (OCSD)wastewater operations is a critical part of the services that the
District needs to provide in order to protect public health and the environment.
The objective of this Maintenance & Repair Services Program is to have OCSD enter into
a one-year contract with up to two—one year renewal options, with seven qualified firms
to perform maintenance & repair services on a task-order basis. This procurement is not
intended to operate on a rotational basis. The successful Contractors selected from the
Request for Qualification (RFQ) process will be offered the opportunity to bid on individual
Task Orders. Task Orders will be awarded to the lowest responsive bidder. Task Orders
will vary in cost up to $100,000, in accordance with Ordinance OCSD-47, Section 2.03
(H).
On May 1, 2015, through the RFQ process, the District solicited Statements of
Qualifications (SOQs)from 592 qualified Contractors via the OCSD's Bids Online system
and the Orange County Register.
On July 28, 2015, the District received 12 SOQ's from the following Contractors:
1. J.R. Filanc Construction Company
2. Charles King Company
3. W.A. Rasic Construction Company, Inc.
4. Jamison Engineering Contractors, Inc.
5. United Riggers and Erectors, Inc.
6. SS Mechanical Corp.
7. O'Connell Engineering & Construction Inc.
8. Shimmick Construction Company, Inc.
9. Paulus Engineering, Inc.
10.Amtek Construction
11.Downstream Services, Inc.
12.Recon Engineering & Construction, Inc.
The 12� Contractor, Recon Engineering and Construction, did not submit an SOQ. As a
result, the 12'" Contractor did not comply with the requirements of the RFQ, and was
rendered non-responsive. The remaining 11 Contractors were evaluated on a pass/fail
basis as required per the RFQ, based on the following two categories: 1)financial history,
and 2)safety record. Each of the 11 Contractor's financial history and safety records were
evaluated pursuant to the criteria established in the RFQ and all 11 Contractors were
deemed responsive.
A three-member panel reviewed, evaluated, and ranked the 11 responsive Contractor's
SOQ's based upon the following three categories: 1) qualifications of the firm, related
experience and references, 2) staff qualifications, and resumes, and 3) related
Page 2 of 3
maintenance & repair services experience. Staff reviewed and ranked the proposals on
August 25, 2015 and the following table summarizes the results of the rankings:
RANKING RESULTS
TOTAL
COMPANY POINTS RANK
J.R. Filanc Construction Company 876.67 1
Charles King Company 833.33 2
W.A. Rasic Construction Company, Inc. 826.67 3
Jamison Engineering Contractors, Inc. 776.67 4
United Riggers and Erectors, Inc. 716.67 5
SS Mechanical Corp. 686.67 6
O'Connell Engineering & Construction Inc. 673.33 7
Shimmick Construction Company, Inc. 550 8
Paulus Engineering, Inc. 440 9
Amtek Construction 406.67 10
Downstream Services, Inc. 293.33 11
Staff recommends approval of seven (7) Master Contracts for providing maintenance
and repair services, Specification No. S-2015-700, for a one-year period effective
December 1, 2015 through November 30, 2016, with two (2) one-year renewal
options, in accordance with Ordinance OCSD-47, Section 2.03 (H), with the 7 top
ranked aforementioned firms.
Staff also recommends authorization of the General Manager to add or delete firms
as necessary to maintain a qualified base of up to 7 firms in accordance to Request
for Qualifications Specification No. S-2015-700.
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the District's Purchasing Ordinance.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
(7) Master Contracts
Page 3 of
MASTER SERVICE CONTRACT
Maintenance & Repair Services
Specification No. S-2015-700-1
THIS CONTRACT is made and entered into as of the date fully executed below by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018(hereinafter referred to as"OCSD")and J.R. Filanc Construction
Company with a principal business at 740 North Andreasen Drive, Escondido, CA 92029
(hereinafter referred to as"Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS,OCSD desires to retain the services of Contractor for Maintenance&Repair Services
"Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47 and
WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by
minute order, authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Master Services Contract and all attachments hereto (called the "Contract') is made
by OCSD and Contractor. The Terms and Conditions herein exclusively govem the purchase of
Services as described in the Scope of Services, attached hereto and incorporated herein by
reference as Attachment"A".
1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by
reference and made part hereof, upon issuance of the Task Order Bid Purchase Order.
1.3 Attachments to this Contract are incorporated by reference and made a part of this
Contract as though fully set forth at length herein. Attachments to this Contract are as follows:
Individual Task Order Bids, inclusive of
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
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1.4 In the event of any conflict or inconsistency between the provisions of this Contract,
provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions
of this Contract shall govern and control in the order of precedence set forth below:
Master Contract
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
Individual Task Order Bids, inclusive of:
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order
level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task
Order Attachments thereto shall mean Task Order Bid.
1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or
waived only by a writing executed by authorized representatives of both Parties hereto.
1.7 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under the Task Order Bid.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. Payments
2.1 Each individual task order shall specify the method of payment to be used. Payment may
be based on milestones, lump sum or monthly methods.
Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee,
of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its
sole discretion, shall determine whether tasks and deliverables for each milestone has been
satisfactorily completed.
Lump Sum: Payment will be made in one lump sum after completion and acceptance of the
services. OCSD, at its sole discretion, shall be the determining party as to whether all work has
been satisfactorily completed.
Monthly: OCSD shall pay monthly for services rendered.
OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form
acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to
Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018,
Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken
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and computed from the date of completion of tasks or acceptance of equipment, material,
installation and training, or from the date of receipt of invoice, whichever occurs last.
In an effort to provide quicker payment, OCSD may offer payment by MasterCard.
3. Invoices
3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(@.0CSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number.
4. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the
Services identified in the individual Task Order Scope of Services, in accordance with the
Standards and Requirements contained therein.
6. Modifications to Scone of Services Requests for modifications to the Task Order
Scope of Services hereunder can be made by OCSD at any time.All modifications must be made
in writing and signed by both Parties.
7. Contract Term The Services provided under this Contract shall commence on December
1, 2015 and continue through completion of all services required under all awarded Task Order
Bids.
6. Renewals
6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods
as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give
reason if it elects not to renew.
9. Termination
9.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)days, pay
Contractor for work performed (cost and fee) to the date of termination. Contractor expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion of
this Contract. Such notice of termination shall terminate this Contract and release OCSD from
any further fee, cost or claim hereunder by Contractor other than for work performed to the date
of termination.
9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any
separable part thereof with such diligence as will ensure its completion within the time specified
herein, or any authorized extension thereof, or fails to perform the Work in a manner required by
the Contract Documents and/or industry standards, or fails to complete such Work within such
time as required under the Contract Documents or, if the Contractor should be adjudged as
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bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to
proceed with the Work, or if the Contractor should make a general assignment for the benefit of
creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files
a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the
provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail,
except in cases for which an authorized extension of time is provided, to supply enough properly
skilled workers or proper materials to complete the Work in the time specified, or if the Contractor
should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor
should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise
substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without
prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of
OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall
contain the reasons for such intention to terminate the Contractor's performance under the
Contract, and unless, within ten (10)days after the service of such notice, such violations cease
and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may
terminate Contractor's performance under the Contract and the Contractor shall not be entitled to
receive any further payment until the Work is finished.
In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and
Contractor, and the Surety shall have the right to take over and perform the Contract. However,
if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD
written notice of its intention to take over and perform the Contract, and if it serves such notice of
its intent to take over and perform the Contract and does not begin performance thereof within
fifteen (15) days from the date of serving said notice, OCSD may take over the Work and
prosecute the same to completion by contract or by any other method it may deem advisable for
the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be
liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event
OCSD may without liability for so doing, take possession of and utilize such materials, tools,
equipment, supplies and other property belonging to the Contractor and/or assume assignment
of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and
be necessary to complete the Work. For any portion of such Work that OCSD elects to complete
by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated
in accordance with the schedule of compensation for force account work as stated in the General
Conditions section entitled Task Order Bid Adjustments and Payments.
If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all
respects for that part and shall be paid by OCSD for all Work performed by it in accordance with
the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due
the Contractor at the time of its default shall be payable to the Surety as the Work progresses,
subject to the terms of the Contract.
Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all
subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be
on the worksite and/or may be necessary to complete the Work in the event of Termination for
Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way
of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such
assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on
the Task Order.
In the event of such termination, the Contractor will be paid the actual amount due based on unit
prices or lump sums Bid and the quantity of Work completed at the time of termination, less
damages caused to OCSD by acts of the Contractor causing the termination, including but not
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limited to, all costs to OCSD arising from professional services and attorneys'fees and all costs
generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to
complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid
balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of
the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference
not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for
such costs shall earn interest at the maximum rate authorized by California law.
The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing
party clause as it pertains to attorney's fees.
The foregoing provisions are in addition to and not in limitation of any other rights or remedies
under law or in equity available to OCSD.
If it is later determined by OCSD that the Contractor had an excusable reason for not performing,
such as a fire, flood, or other event which was not the fault of or was beyond the control of the
Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to
continue Work, or treat the termination as a termination for convenience, and the rights and
obligations of the parties shall be the same as if the termination had been issued for the
convenience of OCSD.
9.3 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
10. Bonds Contractor shall, before entering into the performance of any Task Order awarded
under this contract, furnish bonds, if required as specified in an individual Request for Task Order
Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall
be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%)
of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in
the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment
of all claims for labor and materials furnished. Task Order shall not become effective until such
bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by
the State Insurance Commissioner to do business in California and must be maintained
throughout the life of the Task Order and during the warranty period.
Contractor is hereby notified that it is required that the person executing the Bonds must have on
file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute
said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure
that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on
file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve
the bond.
11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout
the 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 Attachment "C"). Contractor shall not commence work under
this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract. Nothing contained in these
insurance requirements is to be construed as limiting the liability of the Contractor or the
Contractor's Sureties.
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1 Z General Indemnification The Contractor shall, with respect to all Work covered by or
incidental to these Contract Documents, be responsible for any liability imposed by law and shall
indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants,and each
of their directors, officers, agents and employees, and all public entities issuing permits to the
Contractor, free and harmless from and against all of the following:
Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney's fees and expert fees, costs of compliance with administrative
orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-
imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to
property, or other loss, damage or expense, resulting from the construction of the Work, design
defects (if design originated by the Contractor only), defects in the Work, or by or on account of
acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees,
invitees, or agents or from any other cause whatsoever arising during the progress of the Work
or at any time prior to its completion and Final Acceptance, including any of the same resulting
from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the
worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or
injuries occurring or discovered after completion of the Work, as well as during the progress of
the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD,
the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful
misconduct of OCSD, the Engineer, or its Consultant(s).
In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop
payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall
be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the
defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment
notice filed, whether court action is involved or not.
In any and all claims against the indemnified parties by an employee of the Contractor, any
Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for
whose acts any of them may be liable, the indemnification obligation as specified herein shall not
be limited in any way by the amount or type of damages, compensation, or benefits payable by
or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers'
Compensation acts, disability benefit acts, or other employee acts.
The obligations of the Contractor as specified herein shall not extend to the liability of the
Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and
employees, arising out of or resulting from or in connection with the preparation of approval of
maps, Drawings,opinions, reports,surveys,designs or Specifications, provided that the foregoing
was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless
OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers,
employees, and agents from and against all losses, expenses, damages (including damages to
the Work itself), attorney's fees, and other costs, including all costs of defense,which any of them
may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the
Work and all of the Contractors obligations under the Contract. Such costs, expenses, and
damages shall include all costs, including attorney's fees incurred by the indemnified parties in
any lawsuit to which they are a party.
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In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after
receiving written notice of the legal action and a tender and demand for defense, OCSD shall
have the right to select counsel of its own choice to represent all the interests of OCSD at
Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses,
including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing
to Contractor until such time as a final determination is made as to the responsibility for payment
of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages
and the damages exceed any remaining Contract amounts due and owing to Contractor,
Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the
same.
Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party
clause as it pertains to attorney's fees.
13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and service providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all their
employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety", which
are incorporated herein by reference as if fully set forth in this Master Services Contract.
14. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any
Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order
within the required period of performance or fails to meet any other time requirements set forth in
the Contract, including the timely submittal or update of the Task Order Schedule or achievement
of any designated milestones or deadline as required in the approved Task Order Bid Price Form,
after due allowance for extensions of time made in accordance with the Contract Documents, if
any, OCSD will sustain damage which would be extremely difficult and impracticable to
ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a
determined sum per day, as Liquidated Damages, and not as a penalty, for each and every
calendar day during which Final Completion of the Task Order Bid is so delayed, or timely
submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are
identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated
Damage amount corresponding to that milestone for each and every day during which the
achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages
and further agrees that OCSD may offset the amount of Liquidated Damages from any monies
due or that may become due Contractor under this Contract. Contractor also agrees that to the
extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this
Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages
due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages
due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task
Order. If this Section 15. "Delay and Liquidated Damages," is found for any reason to be void,
invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages,
OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to
complete the Task Order by the Final Completion date.
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16. 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.
17. 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.
18. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has
investigated the services to be performed; 2) it has investigated the site of the services and is
aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
services under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written
instructions are received from OCSD.
19. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable federal, state, and local regulatory requirements.
20. Licenses. Permits. Ordinances and Reaulations Contractor represents and warrants
to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature
that are legally required to engage in this work. Any and all fees required by State, County, City
and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Contract will be paid by Contractor.
21. Applicable Laws and Reaulations Contractor shall comply with all applicable federal,
state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
23. Governina 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.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
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(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the task order price, together with any incidental or
consequential damages.
26. Dispute Resolution
26.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Contract, through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall
select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant
to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting
as a board, shall take such evidence and make such investigation as deemed appropriate and
shall render a written decision on the matter in question. The arbitrator shall decide each and
every dispute in accordance with the laws of the State of California. The arbitrator's decision and
award shall be subject to review for errors of fact or law in the Superior Court for the County of
Orange, with a right of appeal from any judgment issued therein.
27. Attornev'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.
28. Survival The provisions of this Contract dealing with Payment,Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
29. Severability If any section, subsection, or provision of this Contract, or any Contract or
instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
30. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from these Services without the prior written consent from OCSD.
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32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
33. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids
on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by
executing this Contract, the Parties are formally bound.
38. Entire Contract This Contract constitutes the entire Contract of the Parties and
supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and
negotiations between the Parties with respect to the subject matter hereof.
39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor
that the Contractor will receive an equal number of task orders as compared to any other awarded
Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program
budget, identified in the RFQ, will be expended.
39.1 Each Task Order will be limited to no greater than $100,000.
39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for
Task Order Bid will contain a detailed scope of services and may require attendance at a job walk
(including Subcontractors, as needed) prior to the submission of a Task Order Bid.
39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid
39.4 The Request for Task Order Bid will identify the project, location of the work, and other
general and special requirements.
39.5 All Task Order Bids will be lump sum.
39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code
Section 4104.
39.7 Payment terms will be specified in each Request for Task Order Bid.
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39.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved
by OCSD.
39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual
Task Order Bids.
39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request
for Task Order Bid. Late Task Order Bids will not be accepted.
39.11 Changes to the Task Order services shall be made in accordance with Master Contract
Attachment"B" General Conditions.
40. Task Order Bid Protest Procedures
This Section sets forth the procedure and remedies concerning submittal and consideration of all
protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under
this Master Services Contract. All communications to OCSD relating to a Protest shall be in
writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid
JOB), each Contractor hereby agrees and understands that the Contractor must comply with
these protest procedures and exhaust all administrative remedies set forth herein prior to the
initiation of any type of related legal action. Upon the express written consent of the parties, this
protest procedure can also be used to resolve issues surrounding OCSD's determination of a
Contractor as not responsible. This procedure is not intended to address issues concerning TOB
responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean proposers on a procurement,whose direct economic interest
would be affected by a submitted protest.
• Protest shall mean a written objection by an interested party or Affected Party to
(i) the requirements or specifications contained in the RFTOB (solicitation protest); or
(ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1)on solicitation,all Contractors or prospective Contractors;
(2) on award, the unsuccessful Contractor(s) with a direct economic interest in the
outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation
phase of the procurement, which shall be submitted prior to the Task Order Bid due date
as specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation
prior to final action to award the Task Order Bid, which shall be submitted after receipt of
Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OCSD.
Specific procedures and requirements are as follows:
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A. Solicitation Phase Protest
The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place
or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous
may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in
accordance with the requirements set forth below in this Section A.
1. Contents and Requirements
A Solicitation Protest Statement must be submitted via email to
Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by
4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date,
and must contain all of the following to be considered:
a. The name, address, and telephone number of the protestor;
b. The title, TOB description, and number of the specification/ project number being
protested;
c. A detailed statement setting forth the grounds for protest, which shall include, in
sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and
d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the
requirements set forth herein, than it will not be considered for evaluation and will
be returned to the protestor. The Solicitation Protest Statement shall not be
amended after filing, and OCSD will not consider any unsolicited information
provided after filing. Any argument not raised in the Solicitation Protest Statement
shall be deemed waived, including as a part of the award protest. Failure to file
the Solicitation Protest Statement within the time period specified herein shall
constitute a waiver of the right to protest the specifications or requirements of the
RFTOB.
Solicitation Protest Statements are public documents. OCSD will provide copies
of the Solicitation Protest Statements upon written request.
2. Evaluation and Determination
No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials
Management Division Manager (Purchasing Manager), or designee, will review all
material submitted, conduct an investigation of the facts, and may, but need not,
request other Contractors to submit statements or arguments regarding the protest.
OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the
protest with the protestor.
OCSD's Purchasing Manager, or designee, shall issue a final written decision
regarding any solicitation protest to each Contractor prior to TOB submittal. The
written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning
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the Solicitation Protest Statement shall be final, and there shall be no further
administrative recourse.
B. Award Protest
1. Award Recommendation
Following opening and evaluation of the TOBs, OCSD will issue an award
Recommendation to each Contractor through any one of the following methods:
a. Delivery via overnight carrier; or
b. Posting the Award Recommendation on OCSD's online bidding system as
identified within the RFTOB.
On the date OCSD issues an award recommendation, OCSD shall make copies
of all submitted TOBs available upon request. Requests shall be made to
Purchasing(rpocsd.com and shall contain the following in the subject line of the
e-mail:"[Identify: Project/TOB name and Specification No.]—Request for Copies."
2. Contents and Requirements
Any Interested Party, who has reason to believe that a free and open competition
has not taken place in the TOB submittal, evaluation of the TOBs, and award
recommendation, is permitted to protest OCSD's award recommendation by
submitting an Award Protest Statement to OCSD identified in the RFTOB, via
electronic mail (e-mail)at Purchasinci(dOCSD.com no later than 4:00 p.m. (Pacific
Time zone) on the third (V )day after OCSD issues the Award Recommendation
or some similar announcement. OCSD will not accept an Award Protest
Statement, or similar document, prior to the date OCSD issues its award
recommendation to the Contractors. Award Protest Statements, or similar
document, received prior to the issuance of OCSD's award recommendation will
be considered premature and will be immediately returned to the party fling the
Protest without consideration.
The Award Protest Statement must be submitted timely and contain all of the
following to be considered:
a. The name, address and telephone number of the protestor;
b. The title and number of the specification being protested;
c. The OCSD action or recommendation that is being protested;
d. The name(s) of all Affected Parties;
e. A detailed statement setting forth the grounds, legal authority and facts in
support of the protest, including all documents and evidence ;
f. Each and every ground on which the protestor bases the protest by specific
references to parts of the RFTOB, which shall be attached as exhibits;
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g. Each and every reason that all other Affected Parties who may be in line for
the purchase or contract award should not be awarded the purchase or
contract;
h. A clear statement of the relief requested and the statutory or case law basis for
such relief; and
i. Signed and sworn by a principal of the protestor.
If the submitted Award Protest Statement does not comply with the requirements
set forth herein, then it will not be considered for evaluation, and will be returned
to the protestor. The Award Protest Statement shall not be amended after filing,
and OCSD will not consider any unsolicited information provided after filing. Any
argument not raised in the Award Protest Statement shall be deemed waived.
Award Protest Statements are public documents. OCSD will notify the Affected
Parties when a protest has been submitted, and will provide copies of the Protest
Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition
to the protest no later than 4:00 p.m. on the third business day after the receipt of
the Award Protest Statement from OCSD. The Purchasing Manager, or designee,
shall review the facts and all submittals relative to the Award Protest Statement
and shall issue a written decision setting forth the basis for such decision. The
written decision will be issued to the protestor and to all Affected Parties.
Unless otherwise required by law, no evidentiary hearing or oral argument shall be
provided, except in the sole discretion of the Purchasing Manager, or designee.
In the event a hearing is conducted, the Purchasing Manager, or designee, shall
issue written notice to the protestor and Affected Parties identifying the date and
time for the hearing, along with rules concerning the hearing.
4. Appeal Process
In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Administrative Services
and the Director of the Department requesting the Procurement, and immediately
send copies to all Affected Parties. The appeal must be submitted via email to
Purchasing(d.00SD.com no later than 4:00 p.m. (Pacific Time zone)within three
(3)days after the date the Purchasing Manager, or designee, rendered a decision.
The protestor shall only submit: (1) information and documentation previously
submitted to the Purchasing Manager, or designee; (2)a copy of the final decision
of the Purchasing Manager, or designee; and (3)a brief statement setting forth all
factual and legal bases for the appeal. The Director of Administrative Services,
together with the Director of the Department requesting the Procurement shall
evaluate each Award Protest Statement and determine whether to uphold or reject
the Purchasing Manager's determination. For Task Orders to be awarded by
District staff, the decision of the Director of Administrative Services and the
Director of the Department requesting the Procurement shall be final.
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C. Delay in Award
Execution of any proposed contract shall be delayed pending the resolution of the protest
unless one or more of the following conditions is present:
1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly;
or
3. Failure to make prompt award will otherwise cause undue harm to OCSD.
D. No Limitation on Remedies
Nothing contained herein shall be construed to act as a limitation on OCSD's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy.
E. Basis for Choice of Remedv
In determining the appropriate remedy, OCSD shall consider all the circumstances
surrounding the RFTOB and/or award, including, but not limited to:
1. Seriousness of any deficiency found to exist in the contracting process;
2. The effect of the action on the competitive process;
3. Any urgency surrounding the contract requirement; and
4. The effect that implementing the remedy will have on OCSD.
F. Remedies
If OCSD determines that the award or proposed award was not made in accordance with
applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion,
may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OCSD may issue a new solicitation, make a new selection/award
recommendation, or award a contract consistent with applicable statutes, regulations,
policies and procedures.
2. In its sole discretion, take no further action; or
3. Take any other action that is permitted by law to promote compliance.
G. Legal Action
Any legal action to set aside the final determination of OCSD must be filed no later than
the 901h day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the
protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs,
including attorneys' fees, to the fullest extent permitted by law.
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41. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address or which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Chewning
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: J.R. Filanc Construction Company
740 North Andreasen Drive
Escondido, CA 92029
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Chair Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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MASTER SERVICE CONTRACT
Maintenance & Repair Services
Specification No. S-2015-700-2
THIS CONTRACT is made and entered into as of the date fully executed below by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018(hereinafter referred to as"OCSD")and Charles King Company
with a principal business at 2841 Gardena Avenue, Signal Hill, CA 90755 (hereinafter referred to
as "Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS,OCSD desires to retain the services of Contractor for Maintenance&Repair Services
"Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47 and
WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by
minute order, authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Master Services Contract and all attachments hereto (called the "Contract') is made
by OCSD and Contractor. The Terms and Conditions herein exclusively govem the purchase of
Services as described in the Scope of Services, attached hereto and incorporated herein by
reference as Attachment"A".
1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by
reference and made part hereof, upon issuance of the Task Order Bid Purchase Order.
1.3 Attachments to this Contract are incorporated by reference and made a part of this
Contract as though fully set forth at length herein. Attachments to this Contract are as follows:
Individual Task Order Bids, inclusive of
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
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1.4 In the event of any conflict or inconsistency between the provisions of this Contract,
provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions
of this Contract shall govern and control in the order of precedence set forth below:
Master Contract
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
Individual Task Order Bids, inclusive of:
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order
level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task
Order Attachments thereto shall mean Task Order Bid.
1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or
waived only by a writing executed by authorized representatives of both Parties hereto.
1.7 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under the Task Order Bid.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. Payments
2.1 Each individual task order shall specify the method of payment to be used. Payment may
be based on milestones, lump sum or monthly methods.
Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee,
of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its
sole discretion, shall determine whether tasks and deliverables for each milestone has been
satisfactorily completed.
Lump Sum: Payment will be made in one lump sum after completion and acceptance of the
services. OCSD, at its sole discretion, shall be the determining party as to whether all work has
been satisfactorily completed.
Monthly: OCSD shall pay monthly for services rendered.
OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form
acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to
Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018,
Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken
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and computed from the date of completion of tasks or acceptance of equipment, material,
installation and training, or from the date of receipt of invoice, whichever occurs last.
In an effort to provide quicker payment, OCSD may offer payment by MasterCard.
3. Invoices
3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(@.0CSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number.
4. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the
Services identified in the individual Task Order Scope of Services, in accordance with the
Standards and Requirements contained therein.
6. Modifications to Scone of Services Requests for modifications to the Task Order
Scope of Services hereunder can be made by OCSD at any time.All modifications must be made
in writing and signed by both Parties.
7. Contract Term The Services provided under this Contract shall commence on December
1, 2015 and continue through completion of all services required under all awarded Task Order
Bids.
6. Renewals
6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods
as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give
reason if it elects not to renew.
9. Termination
9.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)days, pay
Contractor for work performed (cost and fee) to the date of termination. Contractor expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion of
this Contract. Such notice of termination shall terminate this Contract and release OCSD from
any further fee, cost or claim hereunder by Contractor other than for work performed to the date
of termination.
9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any
separable part thereof with such diligence as will ensure its completion within the time specified
herein, or any authorized extension thereof, or fails to perform the Work in a manner required by
the Contract Documents and/or industry standards, or fails to complete such Work within such
time as required under the Contract Documents or, if the Contractor should be adjudged as
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bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to
proceed with the Work, or if the Contractor should make a general assignment for the benefit of
creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files
a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the
provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail,
except in cases for which an authorized extension of time is provided, to supply enough properly
skilled workers or proper materials to complete the Work in the time specified, or if the Contractor
should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor
should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise
substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without
prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of
OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall
contain the reasons for such intention to terminate the Contractor's performance under the
Contract, and unless, within ten (10)days after the service of such notice, such violations cease
and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may
terminate Contractor's performance under the Contract and the Contractor shall not be entitled to
receive any further payment until the Work is finished.
In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and
Contractor, and the Surety shall have the right to take over and perform the Contract. However,
if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD
written notice of its intention to take over and perform the Contract, and if it serves such notice of
its intent to take over and perform the Contract and does not begin performance thereof within
fifteen (15) days from the date of serving said notice, OCSD may take over the Work and
prosecute the same to completion by contract or by any other method it may deem advisable for
the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be
liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event
OCSD may without liability for so doing, take possession of and utilize such materials, tools,
equipment, supplies and other property belonging to the Contractor and/or assume assignment
of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and
be necessary to complete the Work. For any portion of such Work that OCSD elects to complete
by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated
in accordance with the schedule of compensation for force account work as stated in the General
Conditions section entitled Task Order Bid Adjustments and Payments.
If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all
respects for that part and shall be paid by OCSD for all Work performed by it in accordance with
the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due
the Contractor at the time of its default shall be payable to the Surety as the Work progresses,
subject to the terms of the Contract.
Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all
subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be
on the worksite and/or may be necessary to complete the Work in the event of Termination for
Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way
of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such
assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on
the Task Order.
In the event of such termination, the Contractor will be paid the actual amount due based on unit
prices or lump sums Bid and the quantity of Work completed at the time of termination, less
damages caused to OCSD by acts of the Contractor causing the termination, including but not
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limited to, all costs to OCSD arising from professional services and attorneys'fees and all costs
generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to
complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid
balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of
the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference
not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for
such costs shall earn interest at the maximum rate authorized by California law.
The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing
party clause as it pertains to attorney's fees.
The foregoing provisions are in addition to and not in limitation of any other rights or remedies
under law or in equity available to OCSD.
If it is later determined by OCSD that the Contractor had an excusable reason for not performing,
such as a fire, flood, or other event which was not the fault of or was beyond the control of the
Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to
continue Work, or treat the termination as a termination for convenience, and the rights and
obligations of the parties shall be the same as if the termination had been issued for the
convenience of OCSD.
9.3 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
10. Bonds Contractor shall, before entering into the performance of any Task Order awarded
under this contract, furnish bonds, if required as specified in an individual Request for Task Order
Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall
be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%)
of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in
the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment
of all claims for labor and materials furnished. Task Order shall not become effective until such
bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by
the State Insurance Commissioner to do business in California and must be maintained
throughout the life of the Task Order and during the warranty period.
Contractor is hereby notified that it is required that the person executing the Bonds must have on
file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute
said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure
that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on
file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve
the bond.
11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout
the 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 Attachment "C"). Contractor shall not commence work under
this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract. Nothing contained in these
insurance requirements is to be construed as limiting the liability of the Contractor or the
Contractor's Sureties.
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12. General Indemnification The Contractor shall, with respect to all Work covered by or
incidental to these Contract Documents, be responsible for any liability imposed by law and shall
indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants,and each
of their directors, officers, agents and employees, and all public entities issuing permits to the
Contractor, free and harmless from and against all of the following:
Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney's fees and expert fees, costs of compliance with administrative
orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-
imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to
property, or other loss, damage or expense, resulting from the construction of the Work, design
defects (if design originated by the Contractor only), defects in the Work, or by or on account of
acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees,
invitees, or agents or from any other cause whatsoever arising during the progress of the Work
or at any time prior to its completion and Final Acceptance, including any of the same resulting
from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the
worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or
injuries occurring or discovered after completion of the Work, as well as during the progress of
the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD,
the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful
misconduct of OCSD, the Engineer, or its Consultant(s).
In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop
payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall
be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the
defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment
notice filed, whether court action is involved or not.
In any and all claims against the indemnified parties by an employee of the Contractor, any
Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for
whose acts any of them may be liable, the indemnification obligation as specified herein shall not
be limited in any way by the amount or type of damages, compensation, or benefits payable by
or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers'
Compensation acts, disability benefit acts, or other employee acts.
The obligations of the Contractor as specified herein shall not extend to the liability of the
Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and
employees, arising out of or resulting from or in connection with the preparation of approval of
maps, Drawings,opinions, reports,surveys,designs or Specifications, provided that the foregoing
was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless
OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers,
employees, and agents from and against all losses, expenses, damages (including damages to
the Work itself), attorney's fees, and other costs, including all costs of defense,which any of them
may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the
Work and all of the Contractors obligations under the Contract. Such costs, expenses, and
damages shall include all costs, including attorney's fees incurred by the indemnified parties in
any lawsuit to which they are a party.
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In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after
receiving written notice of the legal action and a tender and demand for defense, OCSD shall
have the right to select counsel of its own choice to represent all the interests of OCSD at
Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses,
including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing
to Contractor until such time as a final determination is made as to the responsibility for payment
of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages
and the damages exceed any remaining Contract amounts due and owing to Contractor,
Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the
same.
Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party
clause as it pertains to attorney's fees.
13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and service providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all their
employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety", which
are incorporated herein by reference as if fully set forth in this Master Services Contract.
14. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any
Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order
within the required period of performance or fails to meet any other time requirements set forth in
the Contract, including the timely submittal or update of the Task Order Schedule or achievement
of any designated milestones or deadline as required in the approved Task Order Bid Price Form,
after due allowance for extensions of time made in accordance with the Contract Documents, if
any, OCSD will sustain damage which would be extremely difficult and impracticable to
ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a
determined sum per day, as Liquidated Damages, and not as a penalty, for each and every
calendar day during which Final Completion of the Task Order Bid is so delayed, or timely
submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are
identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated
Damage amount corresponding to that milestone for each and every day during which the
achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages
and further agrees that OCSD may offset the amount of Liquidated Damages from any monies
due or that may become due Contractor under this Contract. Contractor also agrees that to the
extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this
Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages
due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages
due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task
Order. If this Section 15. "Delay and Liquidated Damages," is found for any reason to be void,
invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages,
OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to
complete the Task Order by the Final Completion date.
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16. 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.
17. 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.
18. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has
investigated the services to be performed; 2) it has investigated the site of the services and is
aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
services under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written
instructions are received from OCSD.
19. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable federal, state, and local regulatory requirements.
20. Licenses. Permits. Ordinances and Reaulations Contractor represents and warrants
to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature
that are legally required to engage in this work. Any and all fees required by State, County, City
and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Contract will be paid by Contractor.
21. Applicable Laws and Reaulations Contractor shall comply with all applicable federal,
state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
23. Governina 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.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
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(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the task order price, together with any incidental or
consequential damages.
26. Dispute Resolution
26.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Contract, through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall
select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant
to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting
as a board, shall take such evidence and make such investigation as deemed appropriate and
shall render a written decision on the matter in question. The arbitrator shall decide each and
every dispute in accordance with the laws of the State of California. The arbitrator's decision and
award shall be subject to review for errors of fact or law in the Superior Court for the County of
Orange, with a right of appeal from any judgment issued therein.
27. Attornev'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.
28. Survival The provisions of this Contract dealing with Payment,Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
29. Severability If any section, subsection, or provision of this Contract, or any Contract or
instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
30. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from these Services without the prior written consent from OCSD.
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32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
33. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids
on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by
executing this Contract, the Parties are formally bound.
38. Entire Contract This Contract constitutes the entire Contract of the Parties and
supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and
negotiations between the Parties with respect to the subject matter hereof.
39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor
that the Contractor will receive an equal number of task orders as compared to any other awarded
Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program
budget, identified in the RFQ, will be expended.
39.1 Each Task Order will be limited to no greater than $100,000.
39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for
Task Order Bid will contain a detailed scope of services and may require attendance at a job walk
(including Subcontractors, as needed) prior to the submission of a Task Order Bid.
39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid
39.4 The Request for Task Order Bid will identify the project, location of the work, and other
general and special requirements.
39.5 All Task Order Bids will be lump sum.
39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code
Section 4104.
39.7 Payment terms will be specified in each Request for Task Order Bid.
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39.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved
by OCSD.
39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual
Task Order Bids.
39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request
for Task Order Bid. Late Task Order Bids will not be accepted.
39.11 Changes to the Task Order services shall be made in accordance with Master Contract
Attachment"B" General Conditions.
40. Task Order Bid Protest Procedures
This Section sets forth the procedure and remedies concerning submittal and consideration of all
protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under
this Master Services Contract. All communications to OCSD relating to a Protest shall be in
writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid
JOB), each Contractor hereby agrees and understands that the Contractor must comply with
these protest procedures and exhaust all administrative remedies set forth herein prior to the
initiation of any type of related legal action. Upon the express written consent of the parties, this
protest procedure can also be used to resolve issues surrounding OCSD's determination of a
Contractor as not responsible. This procedure is not intended to address issues concerning TOB
responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean proposers on a procurement,whose direct economic interest
would be affected by a submitted protest.
• Protest shall mean a written objection by an interested party or Affected Party to
(i) the requirements or specifications contained in the RFTOB (solicitation protest); or
(ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1)on solicitation,all Contractors or prospective Contractors;
(2) on award, the unsuccessful Contractor(s) with a direct economic interest in the
outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation
phase of the procurement, which shall be submitted prior to the Task Order Bid due date
as specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation
prior to final action to award the Task Order Bid, which shall be submitted after receipt of
Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OCSD.
Specific procedures and requirements are as follows:
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A. Solicitation Phase Protest
The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place
or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous
may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in
accordance with the requirements set forth below in this Section A.
1. Contents and Requirements
A Solicitation Protest Statement must be submitted via email to
Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by
4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date,
and must contain all of the following to be considered:
a. The name, address, and telephone number of the protestor;
b. The title, TOB description, and number of the specification/ project number being
protested;
c. A detailed statement setting forth the grounds for protest, which shall include, in
sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and
d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the
requirements set forth herein, than it will not be considered for evaluation and will
be returned to the protestor. The Solicitation Protest Statement shall not be
amended after filing, and OCSD will not consider any unsolicited information
provided after filing. Any argument not raised in the Solicitation Protest Statement
shall be deemed waived, including as a part of the award protest. Failure to file
the Solicitation Protest Statement within the time period specified herein shall
constitute a waiver of the right to protest the specifications or requirements of the
RFTOB.
Solicitation Protest Statements are public documents. OCSD will provide copies
of the Solicitation Protest Statements upon written request.
2. Evaluation and Determination
No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials
Management Division Manager (Purchasing Manager), or designee, will review all
material submitted, conduct an investigation of the facts, and may, but need not,
request other Contractors to submit statements or arguments regarding the protest.
OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the
protest with the protestor.
OCSD's Purchasing Manager, or designee, shall issue a final written decision
regarding any solicitation protest to each Contractor prior to TOB submittal. The
written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning
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the Solicitation Protest Statement shall be final, and there shall be no further
administrative recourse.
B. Award Protest
1. Award Recommendation
Following opening and evaluation of the TOBs, OCSD will issue an award
Recommendation to each Contractor through any one of the following methods:
a. Delivery via overnight carrier; or
b. Posting the Award Recommendation on OCSD's online bidding system as
identified within the RFTOB.
On the date OCSD issues an award recommendation, OCSD shall make copies
of all submitted TOBs available upon request. Requests shall be made to
Purchasing(rpocsd.com and shall contain the following in the subject line of the
e-mail:"[Identify: Project/TOB name and Specification No.]—Request for Copies."
2. Contents and Requirements
Any Interested Party, who has reason to believe that a free and open competition
has not taken place in the TOB submittal, evaluation of the TOBs, and award
recommendation, is permitted to protest OCSD's award recommendation by
submitting an Award Protest Statement to OCSD identified in the RFTOB, via
electronic mail (e-mail)at Purchasinci(dOCSD.com no later than 4:00 p.m. (Pacific
Time zone) on the third (V )day after OCSD issues the Award Recommendation
or some similar announcement. OCSD will not accept an Award Protest
Statement, or similar document, prior to the date OCSD issues its award
recommendation to the Contractors. Award Protest Statements, or similar
document, received prior to the issuance of OCSD's award recommendation will
be considered premature and will be immediately returned to the party fling the
Protest without consideration.
The Award Protest Statement must be submitted timely and contain all of the
following to be considered:
a. The name, address and telephone number of the protestor;
b. The title and number of the specification being protested;
c. The OCSD action or recommendation that is being protested;
d. The name(s) of all Affected Parties;
e. A detailed statement setting forth the grounds, legal authority and facts in
support of the protest, including all documents and evidence ;
f. Each and every ground on which the protestor bases the protest by specific
references to parts of the RFTOB, which shall be attached as exhibits;
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g. Each and every reason that all other Affected Parties who may be in line for
the purchase or contract award should not be awarded the purchase or
contract;
h. A clear statement of the relief requested and the statutory or case law basis for
such relief; and
i. Signed and sworn by a principal of the protestor.
If the submitted Award Protest Statement does not comply with the requirements
set forth herein, then it will not be considered for evaluation, and will be returned
to the protestor. The Award Protest Statement shall not be amended after filing,
and OCSD will not consider any unsolicited information provided after filing. Any
argument not raised in the Award Protest Statement shall be deemed waived.
Award Protest Statements are public documents. OCSD will notify the Affected
Parties when a protest has been submitted, and will provide copies of the Protest
Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition
to the protest no later than 4:00 p.m. on the third business day after the receipt of
the Award Protest Statement from OCSD. The Purchasing Manager, or designee,
shall review the facts and all submittals relative to the Award Protest Statement
and shall issue a written decision setting forth the basis for such decision. The
written decision will be issued to the protestor and to all Affected Parties.
Unless otherwise required by law, no evidentiary hearing or oral argument shall be
provided, except in the sole discretion of the Purchasing Manager, or designee.
In the event a hearing is conducted, the Purchasing Manager, or designee, shall
issue written notice to the protestor and Affected Parties identifying the date and
time for the hearing, along with rules concerning the hearing.
4. Appeal Process
In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Administrative Services
and the Director of the Department requesting the Procurement, and immediately
send copies to all Affected Parties. The appeal must be submitted via email to
Purchasing(d.00SD.com no later than 4:00 p.m. (Pacific Time zone)within three
(3)days after the date the Purchasing Manager, or designee, rendered a decision.
The protestor shall only submit: (1) information and documentation previously
submitted to the Purchasing Manager, or designee; (2)a copy of the final decision
of the Purchasing Manager, or designee; and (3)a brief statement setting forth all
factual and legal bases for the appeal. The Director of Administrative Services,
together with the Director of the Department requesting the Procurement shall
evaluate each Award Protest Statement and determine whether to uphold or reject
the Purchasing Manager's determination. For Task Orders to be awarded by
District staff, the decision of the Director of Administrative Services and the
Director of the Department requesting the Procurement shall be final.
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C. Delay in Award
Execution of any proposed contract shall be delayed pending the resolution of the protest
unless one or more of the following conditions is present:
1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly;
or
3. Failure to make prompt award will otherwise cause undue harm to OCSD.
D. No Limitation on Remedies
Nothing contained herein shall be construed to act as a limitation on OCSD's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy.
E. Basis for Choice of Remedv
In determining the appropriate remedy, OCSD shall consider all the circumstances
surrounding the RFTOB and/or award, including, but not limited to:
1. Seriousness of any deficiency found to exist in the contracting process;
2. The effect of the action on the competitive process;
3. Any urgency surrounding the contract requirement; and
4. The effect that implementing the remedy will have on OCSD.
F. Remedies
If OCSD determines that the award or proposed award was not made in accordance with
applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion,
may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OCSD may issue a new solicitation, make a new selection/award
recommendation, or award a contract consistent with applicable statutes, regulations,
policies and procedures.
2. In its sole discretion, take no further action; or
3. Take any other action that is permitted by law to promote compliance.
G. Legal Action
Any legal action to set aside the final determination of OCSD must be filed no later than
the 901h day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the
protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs,
including attorneys' fees, to the fullest extent permitted by law.
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41. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address or which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Chewning
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Charles King Company
2841 Gardena Avenue
Signal Hill, CA 90755
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Chair Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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MASTER SERVICE CONTRACT
Maintenance & Repair Services
Specification No. S-2015.700-03
THIS CONTRACT is made and entered into as of the date fully executed below by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley,CA 92708-7018(hereinafter referred to as"OCSD")and W.A. Rasic Construction
Company, Inc. with a principal business at 4150 Long Beach, CA Long Beach, CA 90807
(hereinafter referred to as"Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS,OCSD desires to retain the services of Contractor for Maintenance&Repair Services
"Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47 and
WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by
minute order, authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Master Services Contract and all attachments hereto (called the "Contract') is made
by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of
Services as described in the Scope of Services, attached hereto and incorporated herein by
reference as Attachment"A".
1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by
reference and made part hereof, upon issuance of the Task Order Bid Purchase Order.
1.3 Attachments to this Contract are incorporated by reference and made a part of this
Contract as though fully set forth at length herein. Attachments to this Contract are as follows:
Individual Task Order Bids, inclusive of
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
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1.4 In the event of any conflict or inconsistency between the provisions of this Contract,
provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions
of this Contract shall govern and control in the order of precedence set forth below:
Master Contract
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
Individual Task Order Bids, inclusive of:
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order
level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task
Order Attachments thereto shall mean Task Order Bid.
1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or
waived only by a writing executed by authorized representatives of both Parties hereto.
1.7 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under the Task Order Bid.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. Payments
2.1 Each individual task order shall specify the method of payment to be used. Payment may
be based on milestones, lump sum or monthly methods.
Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee,
of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its
sole discretion, shall determine whether tasks and deliverables for each milestone has been
satisfactorily completed.
Lump Sum: Payment will be made in one lump sum after completion and acceptance of the
services. OCSD, at its sole discretion, shall be the determining party as to whether all work has
been satisfactorily completed.
Monthly: OCSD shall pay monthly for services rendered.
OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form
acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to
Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018,
Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken
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and computed from the date of completion of tasks or acceptance of equipment, material,
installation and training, or from the date of receipt of invoice, whichever occurs last.
In an effort to provide quicker payment, OCSD may offer payment by MasterCard.
3. Invoices
3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(@.0CSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number.
4. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the
Services identified in the individual Task Order Scope of Services, in accordance with the
Standards and Requirements contained therein.
6. Modifications to Scone of Services Requests for modifications to the Task Order
Scope of Services hereunder can be made by OCSD at any time.All modifications must be made
in writing and signed by both Parties.
7. Contract Term The Services provided under this Contract shall commence on December
1, 2015 and continue through completion of all services required under all awarded Task Order
Bids.
6. Renewals
6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods
as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give
reason if it elects not to renew.
9. Termination
9.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)days, pay
Contractor for work performed (cost and fee) to the date of termination. Contractor expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion of
this Contract. Such notice of termination shall terminate this Contract and release OCSD from
any further fee, cost or claim hereunder by Contractor other than for work performed to the date
of termination.
9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any
separable part thereof with such diligence as will ensure its completion within the time specified
herein, or any authorized extension thereof, or fails to perform the Work in a manner required by
the Contract Documents and/or industry standards, or fails to complete such Work within such
time as required under the Contract Documents or, if the Contractor should be adjudged as
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bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to
proceed with the Work, or if the Contractor should make a general assignment for the benefit of
creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files
a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the
provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail,
except in cases for which an authorized extension of time is provided, to supply enough properly
skilled workers or proper materials to complete the Work in the time specified, or if the Contractor
should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor
should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise
substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without
prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of
OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall
contain the reasons for such intention to terminate the Contractor's performance under the
Contract, and unless, within ten (10)days after the service of such notice, such violations cease
and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may
terminate Contractor's performance under the Contract and the Contractor shall not be entitled to
receive any further payment until the Work is finished.
In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and
Contractor, and the Surety shall have the right to take over and perform the Contract. However,
if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD
written notice of its intention to take over and perform the Contract, and if it serves such notice of
its intent to take over and perform the Contract and does not begin performance thereof within
fifteen (15) days from the date of serving said notice, OCSD may take over the Work and
prosecute the same to completion by contract or by any other method it may deem advisable for
the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be
liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event
OCSD may without liability for so doing, take possession of and utilize such materials, tools,
equipment, supplies and other property belonging to the Contractor and/or assume assignment
of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and
be necessary to complete the Work. For any portion of such Work that OCSD elects to complete
by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated
in accordance with the schedule of compensation for force account work as stated in the General
Conditions section entitled Task Order Bid Adjustments and Payments.
If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all
respects for that part and shall be paid by OCSD for all Work performed by it in accordance with
the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due
the Contractor at the time of its default shall be payable to the Surety as the Work progresses,
subject to the terms of the Contract.
Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all
subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be
on the worksite and/or may be necessary to complete the Work in the event of Termination for
Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way
of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such
assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on
the Task Order.
In the event of such termination, the Contractor will be paid the actual amount due based on unit
prices or lump sums Bid and the quantity of Work completed at the time of termination, less
damages caused to OCSD by acts of the Contractor causing the termination, including but not
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limited to, all costs to OCSD arising from professional services and attorneys'fees and all costs
generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to
complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid
balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of
the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference
not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for
such costs shall earn interest at the maximum rate authorized by California law.
The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing
party clause as it pertains to attorney's fees.
The foregoing provisions are in addition to and not in limitation of any other rights or remedies
under law or in equity available to OCSD.
If it is later determined by OCSD that the Contractor had an excusable reason for not performing,
such as a fire, flood, or other event which was not the fault of or was beyond the control of the
Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to
continue Work, or treat the termination as a termination for convenience, and the rights and
obligations of the parties shall be the same as if the termination had been issued for the
convenience of OCSD.
9.3 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
10. Bonds Contractor shall, before entering into the performance of any Task Order awarded
under this contract, furnish bonds, if required as specified in an individual Request for Task Order
Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall
be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%)
of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in
the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment
of all claims for labor and materials furnished. Task Order shall not become effective until such
bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by
the State Insurance Commissioner to do business in California and must be maintained
throughout the life of the Task Order and during the warranty period.
Contractor is hereby notified that it is required that the person executing the Bonds must have on
file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute
said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure
that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on
file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve
the bond.
11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout
the 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 Attachment "C"). Contractor shall not commence work under
this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract. Nothing contained in these
insurance requirements is to be construed as limiting the liability of the Contractor or the
Contractor's Sureties.
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1 Z General Indemnification The Contractor shall, with respect to all Work covered by or
incidental to these Contract Documents, be responsible for any liability imposed by law and shall
indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants,and each
of their directors, officers, agents and employees, and all public entities issuing permits to the
Contractor, free and harmless from and against all of the following:
Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney's fees and expert fees, costs of compliance with administrative
orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-
imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to
property, or other loss, damage or expense, resulting from the construction of the Work, design
defects (if design originated by the Contractor only), defects in the Work, or by or on account of
acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees,
invitees, or agents or from any other cause whatsoever arising during the progress of the Work
or at any time prior to its completion and Final Acceptance, including any of the same resulting
from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the
worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or
injuries occurring or discovered after completion of the Work, as well as during the progress of
the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD,
the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful
misconduct of OCSD, the Engineer, or its Consultant(s).
In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop
payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall
be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the
defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment
notice filed, whether court action is involved or not.
In any and all claims against the indemnified parties by an employee of the Contractor, any
Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for
whose acts any of them may be liable, the indemnification obligation as specified herein shall not
be limited in any way by the amount or type of damages, compensation, or benefits payable by
or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers'
Compensation acts, disability benefit acts, or other employee acts.
The obligations of the Contractor as specified herein shall not extend to the liability of the
Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and
employees, arising out of or resulting from or in connection with the preparation of approval of
maps, Drawings,opinions, reports,surveys,designs or Specifications, provided that the foregoing
was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless
OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers,
employees, and agents from and against all losses, expenses, damages (including damages to
the Work itself), attorney's fees, and other costs, including all costs of defense,which any of them
may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the
Work and all of the Contractors obligations under the Contract. Such costs, expenses, and
damages shall include all costs, including attorney's fees incurred by the indemnified parties in
any lawsuit to which they are a party.
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In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after
receiving written notice of the legal action and a tender and demand for defense, OCSD shall
have the right to select counsel of its own choice to represent all the interests of OCSD at
Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses,
including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing
to Contractor until such time as a final determination is made as to the responsibility for payment
of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages
and the damages exceed any remaining Contract amounts due and owing to Contractor,
Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the
same.
Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party
clause as it pertains to attorney's fees.
13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and service providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all their
employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety", which
are incorporated herein by reference as if fully set forth in this Master Services Contract.
14. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any
Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order
within the required period of performance or fails to meet any other time requirements set forth in
the Contract, including the timely submittal or update of the Task Order Schedule or achievement
of any designated milestones or deadline as required in the approved Task Order Bid Price Form,
after due allowance for extensions of time made in accordance with the Contract Documents, if
any, OCSD will sustain damage which would be extremely difficult and impracticable to
ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a
determined sum per day, as Liquidated Damages, and not as a penalty, for each and every
calendar day during which Final Completion of the Task Order Bid is so delayed, or timely
submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are
identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated
Damage amount corresponding to that milestone for each and every day during which the
achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages
and further agrees that OCSD may offset the amount of Liquidated Damages from any monies
due or that may become due Contractor under this Contract. Contractor also agrees that to the
extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this
Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages
due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages
due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task
Order. If this Section 15. "Delay and Liquidated Damages," is found for any reason to be void,
invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages,
OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to
complete the Task Order by the Final Completion date.
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16. 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.
17. 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.
18. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has
investigated the services to be performed; 2) it has investigated the site of the services and is
aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
services under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written
instructions are received from OCSD.
19. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable federal, state, and local regulatory requirements.
20. Licenses. Permits. Ordinances and Reaulations Contractor represents and warrants
to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature
that are legally required to engage in this work. Any and all fees required by State, County, City
and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Contract will be paid by Contractor.
21. Applicable Laws and Reaulations Contractor shall comply with all applicable federal,
state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
23. Governina 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.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
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(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the task order price, together with any incidental or
consequential damages.
26. Dispute Resolution
26.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Contract, through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall
select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant
to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting
as a board, shall take such evidence and make such investigation as deemed appropriate and
shall render a written decision on the matter in question. The arbitrator shall decide each and
every dispute in accordance with the laws of the State of California. The arbitrator's decision and
award shall be subject to review for errors of fact or law in the Superior Court for the County of
Orange, with a right of appeal from any judgment issued therein.
27. Attornev'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.
28. Survival The provisions of this Contract dealing with Payment,Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
29. Severability If any section, subsection, or provision of this Contract, or any Contract or
instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
30. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from these Services without the prior written consent from OCSD.
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32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
33. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids
on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by
executing this Contract, the Parties are formally bound.
38. Entire Contract This Contract constitutes the entire Contract of the Parties and
supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and
negotiations between the Parties with respect to the subject matter hereof.
39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor
that the Contractor will receive an equal number of task orders as compared to any other awarded
Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program
budget, identified in the RFQ, will be expended.
39.1 Each Task Order will be limited to no greater than $100,000.
39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for
Task Order Bid will contain a detailed scope of services and may require attendance at a job walk
(including Subcontractors, as needed) prior to the submission of a Task Order Bid.
39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid
39.4 The Request for Task Order Bid will identify the project, location of the work, and other
general and special requirements.
39.5 All Task Order Bids will be lump sum.
39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code
Section 4104.
39.7 Payment terms will be specified in each Request for Task Order Bid.
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39.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved
by OCSD.
39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual
Task Order Bids.
39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request
for Task Order Bid. Late Task Order Bids will not be accepted.
39.11 Changes to the Task Order services shall be made in accordance with Master Contract
Attachment"B" General Conditions.
40. Task Order Bid Protest Procedures
This Section sets forth the procedure and remedies concerning submittal and consideration of all
protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under
this Master Services Contract. All communications to OCSD relating to a Protest shall be in
writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid
JOB), each Contractor hereby agrees and understands that the Contractor must comply with
these protest procedures and exhaust all administrative remedies set forth herein prior to the
initiation of any type of related legal action. Upon the express written consent of the parties, this
protest procedure can also be used to resolve issues surrounding OCSD's determination of a
Contractor as not responsible. This procedure is not intended to address issues concerning TOB
responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean proposers on a procurement,whose direct economic interest
would be affected by a submitted protest.
• Protest shall mean a written objection by an interested party or Affected Party to
(i) the requirements or specifications contained in the RFTOB (solicitation protest); or
(ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1)on solicitation,all Contractors or prospective Contractors;
(2) on award, the unsuccessful Contractor(s) with a direct economic interest in the
outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation
phase of the procurement, which shall be submitted prior to the Task Order Bid due date
as specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation
prior to final action to award the Task Order Bid, which shall be submitted after receipt of
Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OCSD.
Specific procedures and requirements are as follows:
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A. Solicitation Phase Protest
The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place
or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous
may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in
accordance with the requirements set forth below in this Section A.
1. Contents and Requirements
A Solicitation Protest Statement must be submitted via email to
Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by
4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date,
and must contain all of the following to be considered:
a. The name, address, and telephone number of the protestor;
b. The title, TOB description, and number of the specification/ project number being
protested;
c. A detailed statement setting forth the grounds for protest, which shall include, in
sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and
d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the
requirements set forth herein, than it will not be considered for evaluation and will
be returned to the protestor. The Solicitation Protest Statement shall not be
amended after filing, and OCSD will not consider any unsolicited information
provided after filing. Any argument not raised in the Solicitation Protest Statement
shall be deemed waived, including as a part of the award protest. Failure to file
the Solicitation Protest Statement within the time period specified herein shall
constitute a waiver of the right to protest the specifications or requirements of the
RFTOB.
Solicitation Protest Statements are public documents. OCSD will provide copies
of the Solicitation Protest Statements upon written request.
2. Evaluation and Determination
No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials
Management Division Manager (Purchasing Manager), or designee, will review all
material submitted, conduct an investigation of the facts, and may, but need not,
request other Contractors to submit statements or arguments regarding the protest.
OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the
protest with the protestor.
OCSD's Purchasing Manager, or designee, shall issue a final written decision
regarding any solicitation protest to each Contractor prior to TOB submittal. The
written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning
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the Solicitation Protest Statement shall be final, and there shall be no further
administrative recourse.
B. Award Protest
1. Award Recommendation
Following opening and evaluation of the TOBs, OCSD will issue an award
Recommendation to each Contractor through any one of the following methods:
a. Delivery via overnight carrier; or
b. Posting the Award Recommendation on OCSD's online bidding system as
identified within the RFTOB.
On the date OCSD issues an award recommendation, OCSD shall make copies
of all submitted TOBs available upon request. Requests shall be made to
Purchasing(rpocsd.com and shall contain the following in the subject line of the
e-mail:"[Identify: Project/TOB name and Specification No.]—Request for Copies."
2. Contents and Requirements
Any Interested Party, who has reason to believe that a free and open competition
has not taken place in the TOB submittal, evaluation of the TOBs, and award
recommendation, is permitted to protest OCSD's award recommendation by
submitting an Award Protest Statement to OCSD identified in the RFTOB, via
electronic mail (e-mail)at Purchasinci(dOCSD.com no later than 4:00 p.m. (Pacific
Time zone) on the third (V )day after OCSD issues the Award Recommendation
or some similar announcement. OCSD will not accept an Award Protest
Statement, or similar document, prior to the date OCSD issues its award
recommendation to the Contractors. Award Protest Statements, or similar
document, received prior to the issuance of OCSD's award recommendation will
be considered premature and will be immediately returned to the party fling the
Protest without consideration.
The Award Protest Statement must be submitted timely and contain all of the
following to be considered:
a. The name, address and telephone number of the protestor;
b. The title and number of the specification being protested;
c. The OCSD action or recommendation that is being protested;
d. The name(s) of all Affected Parties;
e. A detailed statement setting forth the grounds, legal authority and facts in
support of the protest, including all documents and evidence ;
f. Each and every ground on which the protestor bases the protest by specific
references to parts of the RFTOB, which shall be attached as exhibits;
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g. Each and every reason that all other Affected Parties who may be in line for
the purchase or contract award should not be awarded the purchase or
contract;
h. A clear statement of the relief requested and the statutory or case law basis for
such relief; and
i. Signed and sworn by a principal of the protestor.
If the submitted Award Protest Statement does not comply with the requirements
set forth herein, then it will not be considered for evaluation, and will be returned
to the protestor. The Award Protest Statement shall not be amended after filing,
and OCSD will not consider any unsolicited information provided after filing. Any
argument not raised in the Award Protest Statement shall be deemed waived.
Award Protest Statements are public documents. OCSD will notify the Affected
Parties when a protest has been submitted, and will provide copies of the Protest
Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition
to the protest no later than 4:00 p.m. on the third business day after the receipt of
the Award Protest Statement from OCSD. The Purchasing Manager, or designee,
shall review the facts and all submittals relative to the Award Protest Statement
and shall issue a written decision setting forth the basis for such decision. The
written decision will be issued to the protestor and to all Affected Parties.
Unless otherwise required by law, no evidentiary hearing or oral argument shall be
provided, except in the sole discretion of the Purchasing Manager, or designee.
In the event a hearing is conducted, the Purchasing Manager, or designee, shall
issue written notice to the protestor and Affected Parties identifying the date and
time for the hearing, along with rules concerning the hearing.
4. Appeal Process
In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Administrative Services
and the Director of the Department requesting the Procurement, and immediately
send copies to all Affected Parties. The appeal must be submitted via email to
Purchasing(d.00SD.com no later than 4:00 p.m. (Pacific Time zone)within three
(3)days after the date the Purchasing Manager, or designee, rendered a decision.
The protestor shall only submit: (1) information and documentation previously
submitted to the Purchasing Manager, or designee; (2)a copy of the final decision
of the Purchasing Manager, or designee; and (3)a brief statement setting forth all
factual and legal bases for the appeal. The Director of Administrative Services,
together with the Director of the Department requesting the Procurement shall
evaluate each Award Protest Statement and determine whether to uphold or reject
the Purchasing Manager's determination. For Task Orders to be awarded by
District staff, the decision of the Director of Administrative Services and the
Director of the Department requesting the Procurement shall be final.
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C. Delay in Award
Execution of any proposed contract shall be delayed pending the resolution of the protest
unless one or more of the following conditions is present:
1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly;
or
3. Failure to make prompt award will otherwise cause undue harm to OCSD.
D. No Limitation on Remedies
Nothing contained herein shall be construed to act as a limitation on OCSD's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy.
E. Basis for Choice of Remedv
In determining the appropriate remedy, OCSD shall consider all the circumstances
surrounding the RFTOB and/or award, including, but not limited to:
1. Seriousness of any deficiency found to exist in the contracting process;
2. The effect of the action on the competitive process;
3. Any urgency surrounding the contract requirement; and
4. The effect that implementing the remedy will have on OCSD.
F. Remedies
If OCSD determines that the award or proposed award was not made in accordance with
applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion,
may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OCSD may issue a new solicitation, make a new selection/award
recommendation, or award a contract consistent with applicable statutes, regulations,
policies and procedures.
2. In its sole discretion, take no further action; or
3. Take any other action that is permitted by law to promote compliance.
G. Legal Action
Any legal action to set aside the final determination of OCSD must be filed no later than
the 901h day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the
protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs,
including attorneys' fees, to the fullest extent permitted by law.
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41. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address or which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Chewning
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: W.A. Rasic Construction Company, Inc.
4150 Long Beach Blvd.
Long Beach, CA 90807
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Chair Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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MASTER SERVICE CONTRACT
Maintenance & Repair Services
Specification No. S-2015-700-4
THIS CONTRACT is made and entered into as of the date fully executed below by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Jamison Engineering
Contractors, Inc. with a principal business at 2525 South Yale Street, Santa Ana, CA 92704
(hereinafter referred to as"Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS,OCSD desires to retain the services of Contractor for Maintenance&Repair Services
"Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47 and
WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by
minute order, authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Master Services Contract and all attachments hereto (called the "Contract') is made
by OCSD and Contractor. The Terms and Conditions herein exclusively govem the purchase of
Services as described in the Scope of Services, attached hereto and incorporated herein by
reference as Attachment"A".
1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by
reference and made part hereof, upon issuance of the Task Order Bid Purchase Order.
1.3 Attachments to this Contract are incorporated by reference and made a part of this
Contract as though fully set forth at length herein. Attachments to this Contract are as follows:
Individual Task Order Bids, inclusive of
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
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1.4 In the event of any conflict or inconsistency between the provisions of this Contract,
provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions
of this Contract shall govern and control in the order of precedence set forth below:
Master Contract
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
Individual Task Order Bids, inclusive of:
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order
level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task
Order Attachments thereto shall mean Task Order Bid.
1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or
waived only by a writing executed by authorized representatives of both Parties hereto.
1.7 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under the Task Order Bid.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. Payments
2.1 Each individual task order shall specify the method of payment to be used. Payment may
be based on milestones, lump sum or monthly methods.
Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee,
of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its
sole discretion, shall determine whether tasks and deliverables for each milestone has been
satisfactorily completed.
Lump Sum: Payment will be made in one lump sum after completion and acceptance of the
services. OCSD, at its sole discretion, shall be the determining party as to whether all work has
been satisfactorily completed.
Monthly: OCSD shall pay monthly for services rendered.
OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form
acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to
Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018,
Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken
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and computed from the date of completion of tasks or acceptance of equipment, material,
installation and training, or from the date of receipt of invoice, whichever occurs last.
In an effort to provide quicker payment, OCSD may offer payment by MasterCard.
3. Invoices
3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(@.0CSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number.
4. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the
Services identified in the individual Task Order Scope of Services, in accordance with the
Standards and Requirements contained therein.
6. Modifications to Scone of Services Requests for modifications to the Task Order
Scope of Services hereunder can be made by OCSD at any time.All modifications must be made
in writing and signed by both Parties.
7. Contract Term The Services provided under this Contract shall commence on December
1, 2015 and continue through completion of all services required under all awarded Task Order
Bids.
6. Renewals
6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods
as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give
reason if it elects not to renew.
9. Termination
9.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)days, pay
Contractor for work performed (cost and fee) to the date of termination. Contractor expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion of
this Contract. Such notice of termination shall terminate this Contract and release OCSD from
any further fee, cost or claim hereunder by Contractor other than for work performed to the date
of termination.
9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any
separable part thereof with such diligence as will ensure its completion within the time specified
herein, or any authorized extension thereof, or fails to perform the Work in a manner required by
the Contract Documents and/or industry standards, or fails to complete such Work within such
time as required under the Contract Documents or, if the Contractor should be adjudged as
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bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to
proceed with the Work, or if the Contractor should make a general assignment for the benefit of
creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files
a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the
provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail,
except in cases for which an authorized extension of time is provided, to supply enough properly
skilled workers or proper materials to complete the Work in the time specified, or if the Contractor
should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor
should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise
substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without
prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of
OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall
contain the reasons for such intention to terminate the Contractor's performance under the
Contract, and unless, within ten (10)days after the service of such notice, such violations cease
and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may
terminate Contractor's performance under the Contract and the Contractor shall not be entitled to
receive any further payment until the Work is finished.
In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and
Contractor, and the Surety shall have the right to take over and perform the Contract. However,
if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD
written notice of its intention to take over and perform the Contract, and if it serves such notice of
its intent to take over and perform the Contract and does not begin performance thereof within
fifteen (15) days from the date of serving said notice, OCSD may take over the Work and
prosecute the same to completion by contract or by any other method it may deem advisable for
the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be
liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event
OCSD may without liability for so doing, take possession of and utilize such materials, tools,
equipment, supplies and other property belonging to the Contractor and/or assume assignment
of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and
be necessary to complete the Work. For any portion of such Work that OCSD elects to complete
by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated
in accordance with the schedule of compensation for force account work as stated in the General
Conditions section entitled Task Order Bid Adjustments and Payments.
If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all
respects for that part and shall be paid by OCSD for all Work performed by it in accordance with
the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due
the Contractor at the time of its default shall be payable to the Surety as the Work progresses,
subject to the terms of the Contract.
Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all
subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be
on the worksite and/or may be necessary to complete the Work in the event of Termination for
Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way
of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such
assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on
the Task Order.
In the event of such termination, the Contractor will be paid the actual amount due based on unit
prices or lump sums Bid and the quantity of Work completed at the time of termination, less
damages caused to OCSD by acts of the Contractor causing the termination, including but not
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limited to, all costs to OCSD arising from professional services and attorneys'fees and all costs
generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to
complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid
balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of
the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference
not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for
such costs shall earn interest at the maximum rate authorized by California law.
The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing
party clause as it pertains to attorney's fees.
The foregoing provisions are in addition to and not in limitation of any other rights or remedies
under law or in equity available to OCSD.
If it is later determined by OCSD that the Contractor had an excusable reason for not performing,
such as a fire, flood, or other event which was not the fault of or was beyond the control of the
Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to
continue Work, or treat the termination as a termination for convenience, and the rights and
obligations of the parties shall be the same as if the termination had been issued for the
convenience of OCSD.
9.3 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
10. Bonds Contractor shall, before entering into the performance of any Task Order awarded
under this contract, furnish bonds, if required as specified in an individual Request for Task Order
Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall
be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%)
of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in
the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment
of all claims for labor and materials furnished. Task Order shall not become effective until such
bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by
the State Insurance Commissioner to do business in California and must be maintained
throughout the life of the Task Order and during the warranty period.
Contractor is hereby notified that it is required that the person executing the Bonds must have on
file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute
said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure
that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on
file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve
the bond.
11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout
the 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 Attachment "C"). Contractor shall not commence work under
this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract. Nothing contained in these
insurance requirements is to be construed as limiting the liability of the Contractor or the
Contractor's Sureties.
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1 Z General Indemnification The Contractor shall, with respect to all Work covered by or
incidental to these Contract Documents, be responsible for any liability imposed by law and shall
indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants,and each
of their directors, officers, agents and employees, and all public entities issuing permits to the
Contractor, free and harmless from and against all of the following:
Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney's fees and expert fees, costs of compliance with administrative
orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-
imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to
property, or other loss, damage or expense, resulting from the construction of the Work, design
defects (if design originated by the Contractor only), defects in the Work, or by or on account of
acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees,
invitees, or agents or from any other cause whatsoever arising during the progress of the Work
or at any time prior to its completion and Final Acceptance, including any of the same resulting
from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the
worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or
injuries occurring or discovered after completion of the Work, as well as during the progress of
the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD,
the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful
misconduct of OCSD, the Engineer, or its Consultant(s).
In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop
payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall
be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the
defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment
notice filed, whether court action is involved or not.
In any and all claims against the indemnified parties by an employee of the Contractor, any
Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for
whose acts any of them may be liable, the indemnification obligation as specified herein shall not
be limited in any way by the amount or type of damages, compensation, or benefits payable by
or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers'
Compensation acts, disability benefit acts, or other employee acts.
The obligations of the Contractor as specified herein shall not extend to the liability of the
Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and
employees, arising out of or resulting from or in connection with the preparation of approval of
maps, Drawings,opinions, reports,surveys,designs or Specifications, provided that the foregoing
was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless
OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers,
employees, and agents from and against all losses, expenses, damages (including damages to
the Work itself), attorney's fees, and other costs, including all costs of defense,which any of them
may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the
Work and all of the Contractors obligations under the Contract. Such costs, expenses, and
damages shall include all costs, including attorney's fees incurred by the indemnified parties in
any lawsuit to which they are a party.
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In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after
receiving written notice of the legal action and a tender and demand for defense, OCSD shall
have the right to select counsel of its own choice to represent all the interests of OCSD at
Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses,
including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing
to Contractor until such time as a final determination is made as to the responsibility for payment
of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages
and the damages exceed any remaining Contract amounts due and owing to Contractor,
Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the
same.
Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party
clause as it pertains to attorney's fees.
13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and service providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all their
employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety", which
are incorporated herein by reference as if fully set forth in this Master Services Contract.
14. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any
Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order
within the required period of performance or fails to meet any other time requirements set forth in
the Contract, including the timely submittal or update of the Task Order Schedule or achievement
of any designated milestones or deadline as required in the approved Task Order Bid Price Form,
after due allowance for extensions of time made in accordance with the Contract Documents, if
any, OCSD will sustain damage which would be extremely difficult and impracticable to
ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a
determined sum per day, as Liquidated Damages, and not as a penalty, for each and every
calendar day during which Final Completion of the Task Order Bid is so delayed, or timely
submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are
identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated
Damage amount corresponding to that milestone for each and every day during which the
achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages
and further agrees that OCSD may offset the amount of Liquidated Damages from any monies
due or that may become due Contractor under this Contract. Contractor also agrees that to the
extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this
Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages
due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages
due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task
Order. If this Section 15. "Delay and Liquidated Damages," is found for any reason to be void,
invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages,
OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to
complete the Task Order by the Final Completion date.
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16. 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.
17. 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.
18. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has
investigated the services to be performed; 2) it has investigated the site of the services and is
aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
services under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written
instructions are received from OCSD.
19. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable federal, state, and local regulatory requirements.
20. Licenses. Permits. Ordinances and Reaulations Contractor represents and warrants
to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature
that are legally required to engage in this work. Any and all fees required by State, County, City
and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Contract will be paid by Contractor.
21. Applicable Laws and Reaulations Contractor shall comply with all applicable federal,
state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
23. Governina 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.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
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(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the task order price, together with any incidental or
consequential damages.
26. Dispute Resolution
26.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Contract, through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall
select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant
to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting
as a board, shall take such evidence and make such investigation as deemed appropriate and
shall render a written decision on the matter in question. The arbitrator shall decide each and
every dispute in accordance with the laws of the State of California. The arbitrator's decision and
award shall be subject to review for errors of fact or law in the Superior Court for the County of
Orange, with a right of appeal from any judgment issued therein.
27. Attornev'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.
28. Survival The provisions of this Contract dealing with Payment,Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
29. Severability If any section, subsection, or provision of this Contract, or any Contract or
instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
30. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from these Services without the prior written consent from OCSD.
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32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
33. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids
on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by
executing this Contract, the Parties are formally bound.
38. Entire Contract This Contract constitutes the entire Contract of the Parties and
supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and
negotiations between the Parties with respect to the subject matter hereof.
39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor
that the Contractor will receive an equal number of task orders as compared to any other awarded
Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program
budget, identified in the RFQ, will be expended.
39.1 Each Task Order will be limited to no greater than $100,000.
39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for
Task Order Bid will contain a detailed scope of services and may require attendance at a job walk
(including Subcontractors, as needed) prior to the submission of a Task Order Bid.
39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid
39.4 The Request for Task Order Bid will identify the project, location of the work, and other
general and special requirements.
39.5 All Task Order Bids will be lump sum.
39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code
Section 4104.
39.7 Payment terms will be specified in each Request for Task Order Bid.
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39.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved
by OCSD.
39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual
Task Order Bids.
39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request
for Task Order Bid. Late Task Order Bids will not be accepted.
39.11 Changes to the Task Order services shall be made in accordance with Master Contract
Attachment"B" General Conditions.
40. Task Order Bid Protest Procedures
This Section sets forth the procedure and remedies concerning submittal and consideration of all
protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under
this Master Services Contract. All communications to OCSD relating to a Protest shall be in
writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid
JOB), each Contractor hereby agrees and understands that the Contractor must comply with
these protest procedures and exhaust all administrative remedies set forth herein prior to the
initiation of any type of related legal action. Upon the express written consent of the parties, this
protest procedure can also be used to resolve issues surrounding OCSD's determination of a
Contractor as not responsible. This procedure is not intended to address issues concerning TOB
responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean proposers on a procurement,whose direct economic interest
would be affected by a submitted protest.
• Protest shall mean a written objection by an interested party or Affected Party to
(i) the requirements or specifications contained in the RFTOB (solicitation protest); or
(ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1)on solicitation,all Contractors or prospective Contractors;
(2) on award, the unsuccessful Contractor(s) with a direct economic interest in the
outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation
phase of the procurement, which shall be submitted prior to the Task Order Bid due date
as specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation
prior to final action to award the Task Order Bid, which shall be submitted after receipt of
Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OCSD.
Specific procedures and requirements are as follows:
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A. Solicitation Phase Protest
The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place
or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous
may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in
accordance with the requirements set forth below in this Section A.
1. Contents and Requirements
A Solicitation Protest Statement must be submitted via email to
Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by
4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date,
and must contain all of the following to be considered:
a. The name, address, and telephone number of the protestor;
b. The title, TOB description, and number of the specification/ project number being
protested;
c. A detailed statement setting forth the grounds for protest, which shall include, in
sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and
d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the
requirements set forth herein, than it will not be considered for evaluation and will
be returned to the protestor. The Solicitation Protest Statement shall not be
amended after filing, and OCSD will not consider any unsolicited information
provided after filing. Any argument not raised in the Solicitation Protest Statement
shall be deemed waived, including as a part of the award protest. Failure to file
the Solicitation Protest Statement within the time period specified herein shall
constitute a waiver of the right to protest the specifications or requirements of the
RFTOB.
Solicitation Protest Statements are public documents. OCSD will provide copies
of the Solicitation Protest Statements upon written request.
2. Evaluation and Determination
No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials
Management Division Manager (Purchasing Manager), or designee, will review all
material submitted, conduct an investigation of the facts, and may, but need not,
request other Contractors to submit statements or arguments regarding the protest.
OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the
protest with the protestor.
OCSD's Purchasing Manager, or designee, shall issue a final written decision
regarding any solicitation protest to each Contractor prior to TOB submittal. The
written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning
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the Solicitation Protest Statement shall be final, and there shall be no further
administrative recourse.
B. Award Protest
1. Award Recommendation
Following opening and evaluation of the TOBs, OCSD will issue an award
Recommendation to each Contractor through any one of the following methods:
a. Delivery via overnight carrier; or
b. Posting the Award Recommendation on OCSD's online bidding system as
identified within the RFTOB.
On the date OCSD issues an award recommendation, OCSD shall make copies
of all submitted TOBs available upon request. Requests shall be made to
Purchasing(rpocsd.com and shall contain the following in the subject line of the
e-mail:"[Identify: Project/TOB name and Specification No.]—Request for Copies."
2. Contents and Requirements
Any Interested Party, who has reason to believe that a free and open competition
has not taken place in the TOB submittal, evaluation of the TOBs, and award
recommendation, is permitted to protest OCSD's award recommendation by
submitting an Award Protest Statement to OCSD identified in the RFTOB, via
electronic mail (e-mail)at Purchasinci(dOCSD.com no later than 4:00 p.m. (Pacific
Time zone) on the third (V )day after OCSD issues the Award Recommendation
or some similar announcement. OCSD will not accept an Award Protest
Statement, or similar document, prior to the date OCSD issues its award
recommendation to the Contractors. Award Protest Statements, or similar
document, received prior to the issuance of OCSD's award recommendation will
be considered premature and will be immediately returned to the party fling the
Protest without consideration.
The Award Protest Statement must be submitted timely and contain all of the
following to be considered:
a. The name, address and telephone number of the protestor;
b. The title and number of the specification being protested;
c. The OCSD action or recommendation that is being protested;
d. The name(s) of all Affected Parties;
e. A detailed statement setting forth the grounds, legal authority and facts in
support of the protest, including all documents and evidence ;
f. Each and every ground on which the protestor bases the protest by specific
references to parts of the RFTOB, which shall be attached as exhibits;
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g. Each and every reason that all other Affected Parties who may be in line for
the purchase or contract award should not be awarded the purchase or
contract;
h. A clear statement of the relief requested and the statutory or case law basis for
such relief; and
i. Signed and sworn by a principal of the protestor.
If the submitted Award Protest Statement does not comply with the requirements
set forth herein, then it will not be considered for evaluation, and will be returned
to the protestor. The Award Protest Statement shall not be amended after filing,
and OCSD will not consider any unsolicited information provided after filing. Any
argument not raised in the Award Protest Statement shall be deemed waived.
Award Protest Statements are public documents. OCSD will notify the Affected
Parties when a protest has been submitted, and will provide copies of the Protest
Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition
to the protest no later than 4:00 p.m. on the third business day after the receipt of
the Award Protest Statement from OCSD. The Purchasing Manager, or designee,
shall review the facts and all submittals relative to the Award Protest Statement
and shall issue a written decision setting forth the basis for such decision. The
written decision will be issued to the protestor and to all Affected Parties.
Unless otherwise required by law, no evidentiary hearing or oral argument shall be
provided, except in the sole discretion of the Purchasing Manager, or designee.
In the event a hearing is conducted, the Purchasing Manager, or designee, shall
issue written notice to the protestor and Affected Parties identifying the date and
time for the hearing, along with rules concerning the hearing.
4. Appeal Process
In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Administrative Services
and the Director of the Department requesting the Procurement, and immediately
send copies to all Affected Parties. The appeal must be submitted via email to
Purchasing(d.00SD.com no later than 4:00 p.m. (Pacific Time zone)within three
(3)days after the date the Purchasing Manager, or designee, rendered a decision.
The protestor shall only submit: (1) information and documentation previously
submitted to the Purchasing Manager, or designee; (2)a copy of the final decision
of the Purchasing Manager, or designee; and (3)a brief statement setting forth all
factual and legal bases for the appeal. The Director of Administrative Services,
together with the Director of the Department requesting the Procurement shall
evaluate each Award Protest Statement and determine whether to uphold or reject
the Purchasing Manager's determination. For Task Orders to be awarded by
District staff, the decision of the Director of Administrative Services and the
Director of the Department requesting the Procurement shall be final.
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C. Delay in Award
Execution of any proposed contract shall be delayed pending the resolution of the protest
unless one or more of the following conditions is present:
1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly;
or
3. Failure to make prompt award will otherwise cause undue harm to OCSD.
D. No Limitation on Remedies
Nothing contained herein shall be construed to act as a limitation on OCSD's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy.
E. Basis for Choice of Remedv
In determining the appropriate remedy, OCSD shall consider all the circumstances
surrounding the RFTOB and/or award, including, but not limited to:
1. Seriousness of any deficiency found to exist in the contracting process;
2. The effect of the action on the competitive process;
3. Any urgency surrounding the contract requirement; and
4. The effect that implementing the remedy will have on OCSD.
F. Remedies
If OCSD determines that the award or proposed award was not made in accordance with
applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion,
may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OCSD may issue a new solicitation, make a new selection/award
recommendation, or award a contract consistent with applicable statutes, regulations,
policies and procedures.
2. In its sole discretion, take no further action; or
3. Take any other action that is permitted by law to promote compliance.
G. Legal Action
Any legal action to set aside the final determination of OCSD must be filed no later than
the 901h day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the
protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs,
including attorneys' fees, to the fullest extent permitted by law.
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41. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address or which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Chewning
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Jamison Engineering Contractors, Inc.
2525 South Yale Street
Santa Ana, CA 92704
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Chair Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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MASTER SERVICE CONTRACT
Maintenance & Repair Services
Specification No. S-2015-700-5
THIS CONTRACT is made and entered into as of the date fully executed below by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and United Riggers and
Erectors, Inc. with a principal business at 4188 Valley Boulevard, Walnut, CA 91789 (hereinafter
referred to as "Contractor")collectively referred to as the"Parties".
WITNESSETH
WHEREAS,OCSD desires to retain the services of Contractorfor Maintenance&Repair Services
"Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47 and
WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by
minute order, authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience,training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Master Services Contract and all attachments hereto(called the"Contract") is made
by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of
Services as described in the Scope of Services, attached hereto and incorporated herein by
reference as Attachment"A".
1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by
reference and made part hereof, upon issuance of the Task Order Bid Purchase Order.
1.3 Attachments to this Contract are incorporated by reference and made a part of this
Contract as though fully set forth at length herein. Attachments to this Contract are as follows:
Individual Task Order Bids, inclusive of
Task Order Attachment A- Scope of Work
Master Contract Attachment"A" Scope of Services
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
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1.4 In the event of any conflict or inconsistency between the provisions of this Contract,
provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions
of this Contract shall govern and control in the order of precedence set forth below:
Master Contract
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
Individual Task Order Bids, inclusive of:
Task Order Attachment A- Scope of Work
Master Contract Attachment"A" Scope of Services
1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order
level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task
Order Attachments thereto shall mean Task Order Bid.
1.6 The provisions of this Contract and provisions of the Task Order (s) may be amended or
waived only by a writing executed by authorized representatives of both Parties hereto.
1.7 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under the Task Order Bid.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. Payments
2.1 Each individual task order shall specify the method of payment to be used. Payment may
be based on milestones, lump sum or monthly methods.
Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee,
of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its
sole discretion, shall determine whether tasks and deliverables for each milestone has been
satisfactorily completed.
Lump Sum: Payment will be made in one lump sum after completion and acceptance of the
services. OCSD, at its sole discretion, shall be the determining party as to whether all work has
been satisfactorily completed.
Monthly: OCSD shall pay monthly for services rendered.
OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form
acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to
Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018,
Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken
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and computed from the date of completion of tasks or acceptance of equipment, material,
installation and training, or from the date of receipt of invoice, whichever occurs last.
In an effort to provide quicker payment, OCSD may offer payment by MasterCard.
3. Invoices
3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff()OCSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Proiecl Number.
4. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the
Services identified in the individual Task Order Scope of Services, in accordance with the
Standards and Requirements contained therein.
6. Modifications to Scope of Services Requests for modifications to the Task Order
Scope of Services hereunder can be made by OCSD at any time. All modifications must be made
in writing and signed by both Parties.
7. Contract Term The Services provided under this Contract shall commence December
1, 2015 and continue through completion of all services required under all awarded Task Order
Bids.
6. Renewals
6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods
as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give
reason if it elects not to renew.
9. Termination
9.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter,within thirty(30)days, pay
Contractor for work performed (cost and fee) to the date of termination. Contractor expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion of
this Contract. Such notice of termination shall terminate this Contract and release OCSD from
any further fee, cost or claim hereunder by Contractor other than for work performed to the date
of termination.
9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any
separable part thereof with such diligence as will ensure its completion within the time specked
herein, or any authorized extension thereof, or fails to perform the Work in a manner required by
the Contract Documents and/or industry standards, or fails to complete such Work within such
time as required under the Contract Documents or, if the Contractor should be adjudged as
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bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to
proceed with the Work, or if the Contractor should make a general assignment for the benefit of
creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files
a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the
provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail,
except in cases for which an authorized extension of time is provided, to supply enough properly
skilled workers or proper materials to complete the Work in the time specified, or if the Contractor
should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor
should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise
substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without
prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of
OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall
contain the reasons for such intention to terminate the Contractor's performance under the
Contract, and unless, within ten (10) days after the service of such notice, such violations cease
and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may
terminate Contractor's performance under the Contract and the Contractor shall not be entitled to
receive any further payment until the Work is finished.
In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and
Contractor, and the Surety shall have the right to take over and perform the Contract. However,
if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD
written notice of its intention to take over and perform the Contract, and if it serves such notice of
its intent to take over and perform the Contract and does not begin performance thereof within
fifteen (15) days from the date of serving said notice, OCSD may take over the Work and
prosecute the same to completion by contract or by any other method it may deem advisable for
the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be
liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event
OCSD may without liability for so doing, take possession of and utilize such materials, tools,
equipment, supplies and other property belonging to the Contractor and/or assume assignment
of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and
be necessary to complete the Work. For any portion of such Work that OCSD elects to complete
by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated
in accordance with the schedule of compensation for force account work as stated in the General
Conditions section entitled Task Order Bid Adjustments and Payments.
If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all
respects for that part and shall be paid by OCSD for all Work performed by it in accordance with
the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due
the Contractor at the time of its default shall be payable to the Surety as the Work progresses,
subject to the terms of the Contract.
Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all
subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be
on the worksite and/or may be necessary to complete the Work in the event of Termination for
Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way
of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such
assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on
the Task Order.
In the event of such termination, the Contractor will be paid the actual amount due based on unit
prices or lump sums Bid and the quantity of Work completed at the time of termination, less
damages caused to OCSD by acts of the Contractor causing the termination, including but not
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limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs
generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to
complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid
balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of
the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference
not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for
such costs shall earn interest at the maximum rate authorized by California law.
The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing
party clause as it pertains to attorney's fees.
The foregoing provisions are in addition to and not in limitation of any other rights or remedies
under law or in equity available to OCSD.
If it is later determined by OCSD that the Contractor had an excusable reason for not performing,
such as a fire, flood, or other event which was not the fault of or was beyond the control of the
Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to
continue Work, or treat the termination as a termination for convenience, and the rights and
obligations of the parties shall be the same as if the termination had been issued for the
convenience of OCSD.
9.3 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
10. Bonds Contractor shall, before entering into the performance of any Task Order awarded
under this contract, furnish bonds, if required as specified in an individual Request for Task Order
Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall
be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%)
of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in
the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment
of all claims for labor and materials furnished. Task Order shall not become effective until such
bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by
the State Insurance Commissioner to do business in California and must be maintained
throughout the life of the Task Order and during the warranty period.
Contractor is hereby notified that it is required that the person executing the Bonds must have on
file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute
said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure
that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on
file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve
the bond.
11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout
the fife of this Contract and any periods of warranty or extensions, insurance in amounts equal to
the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached
hereto and incorporated herein as Attachment"C"). Contractor shall not commence work under
this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract. Nothing contained in these
insurance requirements is to be construed as limiting the liability of the Contractor or the
Contractor's Sureties.
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12. General Indemnification The Contractor shall, with respect to all Work covered by or
incidental to these Contract Documents, be responsible for any liability imposed by law and shall
indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants, and each
of their directors, officers, agents and employees, and all public entities issuing permits to the
Contractor, free and harmless from and against all of the following:
Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney's fees and expert fees, costs of compliance with administrative
orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-
imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to
property, or other loss, damage or expense, resulting from the construction of the Work, design
defects (if design originated by the Contractor only), defects in the Work, or by or on account of
acts, errors or omissions of the Contractor or Contractor's Subcontractors, Suppliers, employees,
invitees, or agents or from any other cause whatsoever arising during the progress of the Work
or at any time prior to its completion and Final Acceptance, including any of the same resulting
from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the
worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or
injuries occurring or discovered after completion of the Work, as well as during the progress of
the Work. However, the Contractor shall not be obligated under this Contract to indemnify OCSD,
the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful
misconduct of OCSD, the Engineer, or its Consultant(s).
In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop
payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall
be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the
defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment
notice filed, whether court action is involved or not.
In any and all claims against the indemnified parties by an employee of the Contractor, any
Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for
whose acts any of them may be liable, the indemnification obligation as specified herein shall not
be limited in any way by the amount or type of damages, compensation, or benefits payable by
or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers'
Compensation acts, disability benefit acts, or other employee acts.
The obligations of the Contractor as specified herein shall not extend to the liability of the
Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and
employees, arising out of or resulting from or in connection with the preparation of approval of
maps, Drawings, opinions, reports,surveys, designs or Specifications, provided that the foregoing
was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless
OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers,
employees, and agents from and against all losses, expenses, damages (including damages to
the Work itself), attorney's fees, and other costs, including all costs of defense, which any of them
may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the
Work and all of the Contractor's obligations under the Contract. Such costs, expenses, and
damages shall include all costs, including attorney's fees incurred by the indemnified parties in
any lawsuit to which they are a party.
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In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after
receiving written notice of the legal action and a tender and demand for defense, OCSD shall
have the right to select counsel of its own choice to represent all the interests of OCSD at
Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses,
including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing
to Contractor until such time as a final determination is made as to the responsibility for payment
of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages
and the damages exceed any remaining Contract amounts due and owing to Contractor,
Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the
same.
Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party
clause as it pertains to attorney's fees.
13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and service providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all their
employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety", which
are incorporated herein by reference as if fully set forth in this Master Services Contract.
14. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any
Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order
within the required period of performance or fails to meet any other time requirements set forth in
the Contract, including the timely submittal or update of the Task Order Schedule or achievement
of any designated milestones or deadline as required in the approved Task Order Bid Price Form,
after due allowance for extensions of time made in accordance with the Contract Documents, if
any, OCSD will sustain damage which would be extremely difficult and impracticable to
ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a
determined sum per day, as Liquidated Damages, and not as a penalty, for each and every
calendar day during which Final Completion of the Task Order Bid is so delayed, or timely
submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are
identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated
Damage amount corresponding to that milestone for each and every day during which the
achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages
and further agrees that OCSD may offset the amount of Liquidated Damages from any monies
due or that may become due Contractor under this Contract. Contractor also agrees that to the
extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this
Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages
due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages
due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task
Order. If this Section 15. "Delay and Liquidated Damages,' is found for any reason to be void,
invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages,
OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to
complete the Task Order by the Final Completion date.
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16. Force Majeure Neither party shall be liable for delays caused by accident,flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said
party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force
Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract.
17. 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.
18. Familiarity with Services By executing this Contract, Contractor warrants that: 1)it has
investigated the services to be performed; 2) it has investigated the site of the services and is
aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
services under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written
instructions are received from OCSD.
19. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable federal, state, and local regulatory requirements.
20. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants
to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature
that are legally required to engage in this work. Any and all fees required by State, County, City
and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Contract will be paid by Contractor.
21. Applicable Laws and Regulations Contractor shall comply with all applicable federal,
state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
23. Governing Law This Contract shall be governed by and interpreted under the laws of
the 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.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
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(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the task order price, together with any incidental or
consequential damages.
26. Dispute Resolution
26.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Contract, through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall
select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant
to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting
as a board, shall take such evidence and make such investigation as deemed appropriate and
shall render a written decision on the matter in question. The arbitrator shall decide each and
every dispute in accordance with the laws of the State of California. The arbitrator's decision and
award shall be subject to review for errors of fact or law in the Superior Court for the County of
Orange, with a right of appeal from any judgment issued therein.
27. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
28. Survival The provisions of this Contract dealing with Payment,Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
29. Severability If any section, subsection, or provision of this Contract, or any Contract or
instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
30. Damaue to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from these Services without the prior written consent from OCSD.
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32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
33. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids
on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by
executing this Contract, the Parties are formally bound.
36. Entire Contract This Contract constitutes the entire Contract of the Parties and
supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and
negotiations between the Parties with respect to the subject matter hereof.
39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor
that the Contractor will receive an equal number of task orders as compared to any other awarded
Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program
budget, identified in the RFQ, will be expended.
39.1 Each Task Order will be limited to no greater than $100,000.
39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for
Task Order Bid will contain a detailed scope of services and may require attendance at a job walk
(including Subcontractors, as needed) prior to the submission of a Task Order Bid.
39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid
39.4 The Request for Task Order Bid will identify the project, location of the work, and other
general and special requirements.
39.5 All Task Order Bids will be lump sum.
39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code
Section 4104.
39.7 Payment terms will be specified in each Request for Task Order Bid.
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39.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved
by OCSD.
39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual
Task Order Bids.
39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request
for Task Order Bid. Late Task Order Bids will not be accepted.
39.11 Changes to the Task Order services shall be made in accordance with Master Contract
Attachment"B" General Conditions.
40. Task Order Bid Protest Procedures
This Section sets forth the procedure and remedies concerning submittal and consideration of all
protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under
this Master Services Contract. All communications to OCSD relating to a Protest shall be in
writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid
JOB), each Contractor hereby agrees and understands that the Contractor must comply with
these protest procedures and exhaust all administrative remedies set forth herein prior to the
initiation of any type of related legal action. Upon the express written consent of the parties, this
protest procedure can also be used to resolve issues surrounding OCSD's determination of a
Contractor as not responsible. This procedure is not intended to address issues concerning TOB
responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean proposers on a procurement,whose direct economic interest
would be affected by a submitted protest.
• Protest shall mean a written objection by an interested party or Affected Party to
(i) the requirements or specifications contained in the RFTOB (solicitation protest); or
(ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean(1)on solicitation, all Contractors or prospective Contractors;
(2) on award, the unsuccessful Contractor(s) with a direct economic interest in the
outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation
phase of the procurement, which shall be submitted prior to the Task Order Bid due date
as specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation
prior to final action to award the Task Order Bid, which shall be submitted after receipt of
Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OCSD.
Specific procedures and requirements are as follows:
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A. Solicitation Phase Protest
The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place
or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous
may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in
accordance with the requirements set forth below in this Section A.
1. Contents and Requirements
A Solicitation Protest Statement must be submitted via email to
Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by
4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date,
and must contain all of the following to be considered:
a. The name, address, and telephone number of the protestor;
b. The title, TOB description, and number of the specification/project number being
protested;
c. A detailed statement setting forth the grounds for protest, which shall include, in
sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and
d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the
requirements set forth herein, than it will not be considered for evaluation and will
be returned to the protestor. The Solicitation Protest Statement shall not be
amended after filing, and OCSD will not consider any unsolicited information
provided after filing. Any argument not raised in the Solicitation Protest Statement
shall be deemed waived, including as a part of the award protest. Failure to file
the Solicitation Protest Statement within the time period specified herein shall
constitute a waiver of the right to protest the specifications or requirements of the
RFTOB.
Solicitation Protest Statements are public documents. OCSD will provide copies
of the Solicitation Protest Statements upon written request.
2. Evaluation and Determination
No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials
Management Division Manager (Purchasing Manager), or designee, will review all
material submitted, conduct an investigation of the facts, and may, but need not,
request other Contractors to submit statements or arguments regarding the protest.
OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the
protest with the protestor.
OCSD's Purchasing Manager, or designee, shall issue a final written decision
regarding any solicitation protest to each Contractor prior to TOB submittal. The
written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning
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the Solicitation Protest Statement shall be final, and there shall be no further
administrative recourse.
B. Award Protest
1. Award Recommendation
Following opening and evaluation of the TOBs, OCSD will issue an award
Recommendation to each Contractor through any one of the following methods:
a. Delivery via overnight carrier; or
b. Posting the Award Recommendation on OCSD's online bidding system as
identified within the RFTOB.
On the date OCSD issues an award recommendation, OCSD shall make copies
of all submitted TOBs available upon request. Requests shall be made to
Purchasing(a)ocsd.com and shall contain the following in the subject line of the
e-mail:"[Identify: Project/TOB name and Specification No.]—Request for Copies."
2. Contents and Requirements
Any Interested Party, who has reason to believe that a free and open competition
has not taken place in the TOB submittal, evaluation of the TOBs, and award
recommendation, is permitted to protest OCSD's award recommendation by
submitting an Award Protest Statement to OCSD identified in the RFTOB, via
electronic mail (e-mail)at Purchasing(a)OCSD.com no later than 4:00 p.m. (Pacific
Time zone) on the third IV )day after OCSD issues the Award Recommendation
or some similar announcement. OCSD will not accept an Award Protest
Statement, or similar document, prior to the date OCSD issues its award
recommendation to the Contractors. Award Protest Statements, or similar
document, received prior to the issuance of OCSD's award recommendation will
be considered premature and will be immediately returned to the party filing the
Protest without consideration.
The Award Protest Statement must be submitted timely and contain all of the
following to be considered:
a. The name, address and telephone number of the protestor;
b. The title and number of the specification being protested;
c. The OCSD action or recommendation that is being protested;
d. The name(s)of all Affected Parties;
e. A detailed statement setting forth the grounds, legal authority and facts in
support of the protest, including all documents and evidence ;
f. Each and every ground on which the protestor bases the protest by specific
references to parts of the RFTOB, which shall be attached as exhibits;
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g. Each and every reason that all other Affected Parties who may be in line for
the purchase or contract award should not be awarded the purchase or
contract;
h. A clear statement of the relief requested and the statutory or case law basis for
such relief; and
i. Signed and sworn by a principal of the protestor.
If the submitted Award Protest Statement does not comply with the requirements
set forth herein, then it will not be considered for evaluation, and will be returned
to the protestor. The Award Protest Statement shall not be amended after filing,
and OCSD will not consider any unsolicited information provided after filing. Any
argument not raised in the Award Protest Statement shall be deemed waived.
Award Protest Statements are public documents. OCSD will notify the Affected
Parties when a protest has been submitted, and will provide copies of the Protest
Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition
to the protest no later than 4:00 p.m. on the third business day after the receipt of
the Award Protest Statement from OCSD. The Purchasing Manager, or designee,
shall review the facts and all submittals relative to the Award Protest Statement
and shall issue a written decision setting forth the basis for such decision. The
written decision will be issued to the protestor and to all Affected Parties.
Unless otherwise required by law, no evidentiary hearing or oral argument shall be
provided, except in the sole discretion of the Purchasing Manager, or designee.
In the event a hearing is conducted, the Purchasing Manager, or designee, shall
issue written notice to the protestor and Affected Parties identifying the date and
time for the hearing, along with rules concerning the hearing.
4. Appeal Process
In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Administrative Services
and the Director of the Department requesting the Procurement, and immediately
send copies to all Affected Parties. The appeal must be submitted via email to
Purchasino(a).00SD.com no later than 4:00 p.m. (Pacific Time zone) within three
(3)days after the date the Purchasing Manager, or designee, rendered a decision.
The protestor shall only submit: (1) information and documentation previously
submitted to the Purchasing Manager, or designee; (2)a copy of the final decision
of the Purchasing Manager, or designee; and (3)a brief statement setting forth all
factual and legal bases for the appeal. The Director of Administrative Services,
together with the Director of the Department requesting the Procurement shall
evaluate each Award Protest Statement and determine whether to uphold or reject
the Purchasing Manager's determination. For Task Orders to be awarded by
District staff, the decision of the Director of Administrative Services and the
Director of the Department requesting the Procurement shall be final.
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C. De/ay in Award
Execution of any proposed contract shall be delayed pending the resolution of the protest
unless one or more of the following conditions is present:
1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly;
or
3. Failure to make prompt award will otherwise cause undue harm to OCSD.
D. No Limitation on Remedies
Nothing contained herein shall be construed to act as a limitation on OCSD's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy.
E. Basis for Choice of Remedv
In determining the appropriate remedy, OCSD shall consider all the circumstances
surrounding the RFTOB and/or award, including, but not limited to:
1. Seriousness of any deficiency found to exist in the contracting process;
2. The effect of the action on the competitive process;
3. Any urgency surrounding the contract requirement; and
4. The effect that implementing the remedy will have on OCSD.
F. Remedies
If OCSD determines that the award or proposed award was not made in accordance with
applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion,
may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OCSD may issue a new solicitation, make a new selection/award
recommendation, or award a contract consistent with applicable statutes, regulations,
policies and procedures.
2. In its sole discretion, take no further action; or
3. Take any other action that is permitted by law to promote compliance.
G. Lenal Action
Any legal action to set aside the final determination of OCSD must be filed no later than
the 90" day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the
protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs,
including attorneys'fees, to the fullest extent permitted by law.
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41. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address or which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Chewning
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: United Riggers and Erectors, Inc.
4188 Valley Boulevard
Walnut, CA 91789
Each party shall provide the other party wdtten 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:
Chair Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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MASTER SERVICE CONTRACT
Maintenance & Repair Services
Specification No. S-2015-700-6
THIS CONTRACT is made and entered into as of the date fully executed below by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and SS Mechanical Corp.
with a principal business at 17631 Metzler Lane, Huntington Beach, CA 92647 (hereinafter
referred to as "Contractor")collectively referred to as the "Parties".
WITNESSETH
WHEREAS,OCSD desires to retain the services of Contractor for Maintenance&Repair Services
"Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47 and
WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by
minute order, authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Master Services Contract and all attachments hereto (called the "Contract') is made
by OCSD and Contractor. The Terms and Conditions herein exclusively govem the purchase of
Services as described in the Scope of Services, attached hereto and incorporated herein by
reference as Attachment"A".
1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by
reference and made part hereof, upon issuance of the Task Order Bid Purchase Order.
1.3 Attachments to this Contract are incorporated by reference and made a part of this
Contract as though fully set forth at length herein. Attachments to this Contract are as follows:
Individual Task Order Bids, inclusive of
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
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1.4 In the event of any conflict or inconsistency between the provisions of this Contract,
provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions
of this Contract shall govern and control in the order of precedence set forth below:
Master Contract
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
Individual Task Order Bids, inclusive of:
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order
level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task
Order Attachments thereto shall mean Task Order Bid.
1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or
waived only by a writing executed by authorized representatives of both Parties hereto.
1.7 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under the Task Order Bid.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. Payments
2.1 Each individual task order shall specify the method of payment to be used. Payment may
be based on milestones, lump sum or monthly methods.
Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee,
of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its
sole discretion, shall determine whether tasks and deliverables for each milestone has been
satisfactorily completed.
Lump Sum: Payment will be made in one lump sum after completion and acceptance of the
services. OCSD, at its sole discretion, shall be the determining party as to whether all work has
been satisfactorily completed.
Monthly: OCSD shall pay monthly for services rendered.
OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form
acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to
Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018,
Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken
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and computed from the date of completion of tasks or acceptance of equipment, material,
installation and training, or from the date of receipt of invoice, whichever occurs last.
In an effort to provide quicker payment, OCSD may offer payment by MasterCard.
3. Invoices
3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(@.0CSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number.
4. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the
Services identified in the individual Task Order Scope of Services, in accordance with the
Standards and Requirements contained therein.
6. Modifications to Scone of Services Requests for modifications to the Task Order
Scope of Services hereunder can be made by OCSD at any time.All modifications must be made
in writing and signed by both Parties.
7. Contract Term The Services provided under this Contract shall commence on December
1, 2015 and continue through completion of all services required under all awarded Task Order
Bids.
6. Renewals
6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods
as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give
reason if it elects not to renew.
9. Termination
9.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)days, pay
Contractor for work performed (cost and fee) to the date of termination. Contractor expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion of
this Contract. Such notice of termination shall terminate this Contract and release OCSD from
any further fee, cost or claim hereunder by Contractor other than for work performed to the date
of termination.
9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any
separable part thereof with such diligence as will ensure its completion within the time specified
herein, or any authorized extension thereof, or fails to perform the Work in a manner required by
the Contract Documents and/or industry standards, or fails to complete such Work within such
time as required under the Contract Documents or, if the Contractor should be adjudged as
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bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to
proceed with the Work, or if the Contractor should make a general assignment for the benefit of
creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files
a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the
provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail,
except in cases for which an authorized extension of time is provided, to supply enough properly
skilled workers or proper materials to complete the Work in the time specified, or if the Contractor
should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor
should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise
substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without
prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of
OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall
contain the reasons for such intention to terminate the Contractor's performance under the
Contract, and unless, within ten (10)days after the service of such notice, such violations cease
and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may
terminate Contractor's performance under the Contract and the Contractor shall not be entitled to
receive any further payment until the Work is finished.
In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and
Contractor, and the Surety shall have the right to take over and perform the Contract. However,
if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD
written notice of its intention to take over and perform the Contract, and if it serves such notice of
its intent to take over and perform the Contract and does not begin performance thereof within
fifteen (15) days from the date of serving said notice, OCSD may take over the Work and
prosecute the same to completion by contract or by any other method it may deem advisable for
the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be
liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event
OCSD may without liability for so doing, take possession of and utilize such materials, tools,
equipment, supplies and other property belonging to the Contractor and/or assume assignment
of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and
be necessary to complete the Work. For any portion of such Work that OCSD elects to complete
by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated
in accordance with the schedule of compensation for force account work as stated in the General
Conditions section entitled Task Order Bid Adjustments and Payments.
If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all
respects for that part and shall be paid by OCSD for all Work performed by it in accordance with
the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due
the Contractor at the time of its default shall be payable to the Surety as the Work progresses,
subject to the terms of the Contract.
Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all
subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be
on the worksite and/or may be necessary to complete the Work in the event of Termination for
Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way
of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such
assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on
the Task Order.
In the event of such termination, the Contractor will be paid the actual amount due based on unit
prices or lump sums Bid and the quantity of Work completed at the time of termination, less
damages caused to OCSD by acts of the Contractor causing the termination, including but not
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limited to, all costs to OCSD arising from professional services and attorneys'fees and all costs
generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to
complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid
balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of
the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference
not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for
such costs shall earn interest at the maximum rate authorized by California law.
The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing
party clause as it pertains to attorney's fees.
The foregoing provisions are in addition to and not in limitation of any other rights or remedies
under law or in equity available to OCSD.
If it is later determined by OCSD that the Contractor had an excusable reason for not performing,
such as a fire, flood, or other event which was not the fault of or was beyond the control of the
Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to
continue Work, or treat the termination as a termination for convenience, and the rights and
obligations of the parties shall be the same as if the termination had been issued for the
convenience of OCSD.
9.3 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
10. Bonds Contractor shall, before entering into the performance of any Task Order awarded
under this contract, furnish bonds, if required as specified in an individual Request for Task Order
Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall
be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%)
of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in
the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment
of all claims for labor and materials furnished. Task Order shall not become effective until such
bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by
the State Insurance Commissioner to do business in California and must be maintained
throughout the life of the Task Order and during the warranty period.
Contractor is hereby notified that it is required that the person executing the Bonds must have on
file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute
said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure
that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on
file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve
the bond.
11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout
the 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 Attachment "C"). Contractor shall not commence work under
this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract. Nothing contained in these
insurance requirements is to be construed as limiting the liability of the Contractor or the
Contractor's Sureties.
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12. General Indemnification The Contractor shall, with respect to all Work covered by or
incidental to these Contract Documents, be responsible for any liability imposed by law and shall
indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants,and each
of their directors, officers, agents and employees, and all public entities issuing permits to the
Contractor, free and harmless from and against all of the following:
Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney's fees and expert fees, costs of compliance with administrative
orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-
imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to
property, or other loss, damage or expense, resulting from the construction of the Work, design
defects (if design originated by the Contractor only), defects in the Work, or by or on account of
acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees,
invitees, or agents or from any other cause whatsoever arising during the progress of the Work
or at any time prior to its completion and Final Acceptance, including any of the same resulting
from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the
worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or
injuries occurring or discovered after completion of the Work, as well as during the progress of
the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD,
the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful
misconduct of OCSD, the Engineer, or its Consultant(s).
In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop
payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall
be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the
defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment
notice filed, whether court action is involved or not.
In any and all claims against the indemnified parties by an employee of the Contractor, any
Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for
whose acts any of them may be liable, the indemnification obligation as specified herein shall not
be limited in any way by the amount or type of damages, compensation, or benefits payable by
or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers'
Compensation acts, disability benefit acts, or other employee acts.
The obligations of the Contractor as specified herein shall not extend to the liability of the
Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and
employees, arising out of or resulting from or in connection with the preparation of approval of
maps, Drawings,opinions, reports,surveys,designs or Specifications, provided that the foregoing
was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless
OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers,
employees, and agents from and against all losses, expenses, damages (including damages to
the Work itself), attorney's fees, and other costs, including all costs of defense,which any of them
may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the
Work and all of the Contractors obligations under the Contract. Such costs, expenses, and
damages shall include all costs, including attorney's fees incurred by the indemnified parties in
any lawsuit to which they are a party.
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In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after
receiving written notice of the legal action and a tender and demand for defense, OCSD shall
have the right to select counsel of its own choice to represent all the interests of OCSD at
Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses,
including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing
to Contractor until such time as a final determination is made as to the responsibility for payment
of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages
and the damages exceed any remaining Contract amounts due and owing to Contractor,
Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the
same.
Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party
clause as it pertains to attorney's fees.
13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and service providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all their
employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety", which
are incorporated herein by reference as if fully set forth in this Master Services Contract.
14. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any
Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order
within the required period of performance or fails to meet any other time requirements set forth in
the Contract, including the timely submittal or update of the Task Order Schedule or achievement
of any designated milestones or deadline as required in the approved Task Order Bid Price Form,
after due allowance for extensions of time made in accordance with the Contract Documents, if
any, OCSD will sustain damage which would be extremely difficult and impracticable to
ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a
determined sum per day, as Liquidated Damages, and not as a penalty, for each and every
calendar day during which Final Completion of the Task Order Bid is so delayed, or timely
submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are
identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated
Damage amount corresponding to that milestone for each and every day during which the
achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages
and further agrees that OCSD may offset the amount of Liquidated Damages from any monies
due or that may become due Contractor under this Contract. Contractor also agrees that to the
extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this
Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages
due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages
due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task
Order. If this Section 15. "Delay and Liquidated Damages," is found for any reason to be void,
invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages,
OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to
complete the Task Order by the Final Completion date.
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16. 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.
17. 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.
18. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has
investigated the services to be performed; 2) it has investigated the site of the services and is
aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
services under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written
instructions are received from OCSD.
19. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable federal, state, and local regulatory requirements.
20. Licenses. Permits. Ordinances and Reaulations Contractor represents and warrants
to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature
that are legally required to engage in this work. Any and all fees required by State, County, City
and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Contract will be paid by Contractor.
21. Applicable Laws and Reaulations Contractor shall comply with all applicable federal,
state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
23. Governina 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.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
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(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the task order price, together with any incidental or
consequential damages.
26. Dispute Resolution
26.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Contract, through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall
select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant
to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting
as a board, shall take such evidence and make such investigation as deemed appropriate and
shall render a written decision on the matter in question. The arbitrator shall decide each and
every dispute in accordance with the laws of the State of California. The arbitrator's decision and
award shall be subject to review for errors of fact or law in the Superior Court for the County of
Orange, with a right of appeal from any judgment issued therein.
27. Attornev'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.
28. Survival The provisions of this Contract dealing with Payment,Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
29. Severability If any section, subsection, or provision of this Contract, or any Contract or
instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
30. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from these Services without the prior written consent from OCSD.
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32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
33. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids
on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by
executing this Contract, the Parties are formally bound.
38. Entire Contract This Contract constitutes the entire Contract of the Parties and
supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and
negotiations between the Parties with respect to the subject matter hereof.
39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor
that the Contractor will receive an equal number of task orders as compared to any other awarded
Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program
budget, identified in the RFQ, will be expended.
39.1 Each Task Order will be limited to no greater than $100,000.
39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for
Task Order Bid will contain a detailed scope of services and may require attendance at a job walk
(including Subcontractors, as needed) prior to the submission of a Task Order Bid.
39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid
39.4 The Request for Task Order Bid will identify the project, location of the work, and other
general and special requirements.
39.5 All Task Order Bids will be lump sum.
39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code
Section 4104.
39.7 Payment terms will be specified in each Request for Task Order Bid.
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39.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved
by OCSD.
39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual
Task Order Bids.
39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request
for Task Order Bid. Late Task Order Bids will not be accepted.
39.11 Changes to the Task Order services shall be made in accordance with Master Contract
Attachment"B" General Conditions.
40. Task Order Bid Protest Procedures
This Section sets forth the procedure and remedies concerning submittal and consideration of all
protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under
this Master Services Contract. All communications to OCSD relating to a Protest shall be in
writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid
JOB), each Contractor hereby agrees and understands that the Contractor must comply with
these protest procedures and exhaust all administrative remedies set forth herein prior to the
initiation of any type of related legal action. Upon the express written consent of the parties, this
protest procedure can also be used to resolve issues surrounding OCSD's determination of a
Contractor as not responsible. This procedure is not intended to address issues concerning TOB
responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean proposers on a procurement,whose direct economic interest
would be affected by a submitted protest.
• Protest shall mean a written objection by an interested party or Affected Party to
(i) the requirements or specifications contained in the RFTOB (solicitation protest); or
(ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1)on solicitation,all Contractors or prospective Contractors;
(2) on award, the unsuccessful Contractor(s) with a direct economic interest in the
outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation
phase of the procurement, which shall be submitted prior to the Task Order Bid due date
as specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation
prior to final action to award the Task Order Bid, which shall be submitted after receipt of
Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OCSD.
Specific procedures and requirements are as follows:
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A. Solicitation Phase Protest
The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place
or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous
may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in
accordance with the requirements set forth below in this Section A.
1. Contents and Requirements
A Solicitation Protest Statement must be submitted via email to
Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by
4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date,
and must contain all of the following to be considered:
a. The name, address, and telephone number of the protestor;
b. The title, TOB description, and number of the specification/ project number being
protested;
c. A detailed statement setting forth the grounds for protest, which shall include, in
sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and
d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the
requirements set forth herein, than it will not be considered for evaluation and will
be returned to the protestor. The Solicitation Protest Statement shall not be
amended after filing, and OCSD will not consider any unsolicited information
provided after filing. Any argument not raised in the Solicitation Protest Statement
shall be deemed waived, including as a part of the award protest. Failure to file
the Solicitation Protest Statement within the time period specified herein shall
constitute a waiver of the right to protest the specifications or requirements of the
RFTOB.
Solicitation Protest Statements are public documents. OCSD will provide copies
of the Solicitation Protest Statements upon written request.
2. Evaluation and Determination
No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials
Management Division Manager (Purchasing Manager), or designee, will review all
material submitted, conduct an investigation of the facts, and may, but need not,
request other Contractors to submit statements or arguments regarding the protest.
OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the
protest with the protestor.
OCSD's Purchasing Manager, or designee, shall issue a final written decision
regarding any solicitation protest to each Contractor prior to TOB submittal. The
written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning
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the Solicitation Protest Statement shall be final, and there shall be no further
administrative recourse.
B. Award Protest
1. Award Recommendation
Following opening and evaluation of the TOBs, OCSD will issue an award
Recommendation to each Contractor through any one of the following methods:
a. Delivery via overnight carrier; or
b. Posting the Award Recommendation on OCSD's online bidding system as
identified within the RFTOB.
On the date OCSD issues an award recommendation, OCSD shall make copies
of all submitted TOBs available upon request. Requests shall be made to
Purchasing(rpocsd.com and shall contain the following in the subject line of the
e-mail:"[Identify: Project/TOB name and Specification No.]—Request for Copies."
2. Contents and Requirements
Any Interested Party, who has reason to believe that a free and open competition
has not taken place in the TOB submittal, evaluation of the TOBs, and award
recommendation, is permitted to protest OCSD's award recommendation by
submitting an Award Protest Statement to OCSD identified in the RFTOB, via
electronic mail (e-mail)at Purchasinci(dOCSD.com no later than 4:00 p.m. (Pacific
Time zone) on the third (V )day after OCSD issues the Award Recommendation
or some similar announcement. OCSD will not accept an Award Protest
Statement, or similar document, prior to the date OCSD issues its award
recommendation to the Contractors. Award Protest Statements, or similar
document, received prior to the issuance of OCSD's award recommendation will
be considered premature and will be immediately returned to the party fling the
Protest without consideration.
The Award Protest Statement must be submitted timely and contain all of the
following to be considered:
a. The name, address and telephone number of the protestor;
b. The title and number of the specification being protested;
c. The OCSD action or recommendation that is being protested;
d. The name(s) of all Affected Parties;
e. A detailed statement setting forth the grounds, legal authority and facts in
support of the protest, including all documents and evidence ;
f. Each and every ground on which the protestor bases the protest by specific
references to parts of the RFTOB, which shall be attached as exhibits;
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g. Each and every reason that all other Affected Parties who may be in line for
the purchase or contract award should not be awarded the purchase or
contract;
h. A clear statement of the relief requested and the statutory or case law basis for
such relief; and
i. Signed and sworn by a principal of the protestor.
If the submitted Award Protest Statement does not comply with the requirements
set forth herein, then it will not be considered for evaluation, and will be returned
to the protestor. The Award Protest Statement shall not be amended after filing,
and OCSD will not consider any unsolicited information provided after filing. Any
argument not raised in the Award Protest Statement shall be deemed waived.
Award Protest Statements are public documents. OCSD will notify the Affected
Parties when a protest has been submitted, and will provide copies of the Protest
Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition
to the protest no later than 4:00 p.m. on the third business day after the receipt of
the Award Protest Statement from OCSD. The Purchasing Manager, or designee,
shall review the facts and all submittals relative to the Award Protest Statement
and shall issue a written decision setting forth the basis for such decision. The
written decision will be issued to the protestor and to all Affected Parties.
Unless otherwise required by law, no evidentiary hearing or oral argument shall be
provided, except in the sole discretion of the Purchasing Manager, or designee.
In the event a hearing is conducted, the Purchasing Manager, or designee, shall
issue written notice to the protestor and Affected Parties identifying the date and
time for the hearing, along with rules concerning the hearing.
4. Appeal Process
In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Administrative Services
and the Director of the Department requesting the Procurement, and immediately
send copies to all Affected Parties. The appeal must be submitted via email to
Purchasing(d.00SD.com no later than 4:00 p.m. (Pacific Time zone)within three
(3)days after the date the Purchasing Manager, or designee, rendered a decision.
The protestor shall only submit: (1) information and documentation previously
submitted to the Purchasing Manager, or designee; (2)a copy of the final decision
of the Purchasing Manager, or designee; and (3)a brief statement setting forth all
factual and legal bases for the appeal. The Director of Administrative Services,
together with the Director of the Department requesting the Procurement shall
evaluate each Award Protest Statement and determine whether to uphold or reject
the Purchasing Manager's determination. For Task Orders to be awarded by
District staff, the decision of the Director of Administrative Services and the
Director of the Department requesting the Procurement shall be final.
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C. Delay in Award
Execution of any proposed contract shall be delayed pending the resolution of the protest
unless one or more of the following conditions is present:
1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly;
or
3. Failure to make prompt award will otherwise cause undue harm to OCSD.
D. No Limitation on Remedies
Nothing contained herein shall be construed to act as a limitation on OCSD's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy.
E. Basis for Choice of Remedv
In determining the appropriate remedy, OCSD shall consider all the circumstances
surrounding the RFTOB and/or award, including, but not limited to:
1. Seriousness of any deficiency found to exist in the contracting process;
2. The effect of the action on the competitive process;
3. Any urgency surrounding the contract requirement; and
4. The effect that implementing the remedy will have on OCSD.
F. Remedies
If OCSD determines that the award or proposed award was not made in accordance with
applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion,
may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OCSD may issue a new solicitation, make a new selection/award
recommendation, or award a contract consistent with applicable statutes, regulations,
policies and procedures.
2. In its sole discretion, take no further action; or
3. Take any other action that is permitted by law to promote compliance.
G. Legal Action
Any legal action to set aside the final determination of OCSD must be filed no later than
the 901h day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the
protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs,
including attorneys' fees, to the fullest extent permitted by law.
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41. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address or which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Chewning
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: SS Mechanical Corp.
17631 Metzler Lane
Huntington Beach, CA 92647
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Chair Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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MASTER SERVICE CONTRACT
Maintenance & Repair Services
Specification No. S-2015-700-7
THIS CONTRACT is made and entered into as of the date fully executed below by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and O'Connell Engineering
& Construction, Inc. with a principal business at 36572 Deauville Road, Winchester, CA 92596
(hereinafter referred to as"Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS,OCSD desires to retain the services of Contractor for Maintenance&Repair Services
"Services"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47 and
WHEREAS, at its regular meeting on October 28, 2015, the Board of Directors of OCSD, by
minute order, authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise
to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between
the Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Master Services Contract and all attachments hereto (called the "Contract") is made
by OCSD and Contractor. The Terms and Conditions herein exclusively govem the purchase of
Services as described in the Scope of Services, attached hereto and incorporated herein by
reference as Attachment"A".
1.2 All Task Order Bids awarded under this Master Contract shall be incorporated by
reference and made part hereof, upon issuance of the Task Order Bid Purchase Order.
1.3 Attachments to this Contract are incorporated by reference and made a part of this
Contract as though fully set forth at length herein. Attachments to this Contract are as follows:
Individual Task Order Bids, inclusive of
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
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1.4 In the event of any conflict or inconsistency between the provisions of this Contract,
provisions of the Task Order(s)and any of the provisions of the attachments hereto,the provisions
of this Contract shall govern and control in the order of precedence set forth below:
Master Contract
Master Contract Attachment"B" General Conditions
Master Contract Attachment"C" Acknowledgement of Insurance Requirements
Individual Task Order Bids, inclusive of:
Task Order Attachment A-Scope of Work
Master Contract Attachment"A" Scope of Services
1.5 The provisions of this Contract and attachments hereto are applicable at the Task Order
level. It is OCSD's intent that all use of the word "Contract" in Attachment"A"and the Task
Order Attachments thereto shall mean Task Order Bid.
1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or
waived only by a writing executed by authorized representatives of both Parties hereto.
1.7 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
1.8 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.9 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under the Task Order Bid.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation
of purchases of said services by OCSD.
2. Payments
2.1 Each individual task order shall specify the method of payment to be used. Payment may
be based on milestones, lump sum or monthly methods.
Milestones: Payments shall be made upon approval by OCSD Project Manager or his designee,
of invoices submitted for milestones completed as described in the Task Order Bid. OCSD, in its
sole discretion, shall determine whether tasks and deliverables for each milestone has been
satisfactorily completed.
Lump Sum: Payment will be made in one lump sum after completion and acceptance of the
services. OCSD, at its sole discretion, shall be the determining party as to whether all work has
been satisfactorily completed.
Monthly: OCSD shall pay monthly for services rendered.
OCSD shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form
acceptable to OCSD to enable audit of the charges thereon. Contractor will mail the invoices to
Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708-7018,
Attention:Accounts Payable or via email to APStaff@ocsd.com. All cash discounts shall be taken
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and computed from the date of completion of tasks or acceptance of equipment, material,
installation and training, or from the date of receipt of invoice, whichever occurs last.
In an effort to provide quicker payment, OCSD may offer payment by MasterCard.
3. Invoices
3.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD's Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(@.0CSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager(s), Chuck Hodge, or Justin Fenton and Project Number.
4. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Contractor relating to the invoices submitted
by Contractor pursuant to this Contract.
5. Scope of Services Subject to the terms of this Contract, Contractor shall perform the
Services identified in the individual Task Order Scope of Services, in accordance with the
Standards and Requirements contained therein.
6. Modifications to Scone of Services Requests for modifications to the Task Order
Scope of Services hereunder can be made by OCSD at any time.All modifications must be made
in writing and signed by both Parties.
7. Contract Term The Services provided under this Contract shall commence on December
1, 2015 and continue through completion of all services required under all awarded Task Order
Bids.
6. Renewals
6.1 OCSD may exercise the option to renew the Contract for up to two (2) one-year periods
as mutually agreed upon between both parties. OCSD shall make no obligation to renew nor give
reason if it elects not to renew.
9. Termination
9.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work under this
Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)days, pay
Contractor for work performed (cost and fee) to the date of termination. Contractor expressly
waives any claim to receive anticipated profits to be earned during the uncompleted portion of
this Contract. Such notice of termination shall terminate this Contract and release OCSD from
any further fee, cost or claim hereunder by Contractor other than for work performed to the date
of termination.
9.2 Termination for Default If the Contractor refuses or fails to prosecute the Work or any
separable part thereof with such diligence as will ensure its completion within the time specified
herein, or any authorized extension thereof, or fails to perform the Work in a manner required by
the Contract Documents and/or industry standards, or fails to complete such Work within such
time as required under the Contract Documents or, if the Contractor should be adjudged as
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bankrupt, or is otherwise deemed insolvent by OCSD based on good cause and is unable to
proceed with the Work, or if the Contractor should make a general assignment for the benefit of
creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files
a petition to take advantage of any debtor's act, or should any Subcontractor violate any of the
provisions of the Contract, or if the Contractor should persistently or repeatedly refuse or fail,
except in cases for which an authorized extension of time is provided, to supply enough properly
skilled workers or proper materials to complete the Work in the time specified, or if the Contractor
should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor
should persistently disregard laws, or instructions given by OCSD, or if the Contractor otherwise
substantially fails to fulfill its obligations under the Contract Documents, OCSD may, without
prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of
OCSD's intention to terminate the Contractor's performance under the Contract. Said notice shall
contain the reasons for such intention to terminate the Contractor's performance under the
Contract, and unless, within ten (10)days after the service of such notice, such violations cease
and/or satisfactory arrangements for the corrections thereof have been made, the OCSD may
terminate Contractor's performance under the Contract and the Contractor shall not be entitled to
receive any further payment until the Work is finished.
In the event of any such termination, OCSD shall serve written notice thereof upon the Surety and
Contractor, and the Surety shall have the right to take over and perform the Contract. However,
if the Surety, within five (5)days after the service of a notice of termination, does not give OCSD
written notice of its intention to take over and perform the Contract, and if it serves such notice of
its intent to take over and perform the Contract and does not begin performance thereof within
fifteen (15) days from the date of serving said notice, OCSD may take over the Work and
prosecute the same to completion by contract or by any other method it may deem advisable for
the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be
liable to OCSD for any excess cost or other damage incurred by OCSD thereby. In such an event
OCSD may without liability for so doing, take possession of and utilize such materials, tools,
equipment, supplies and other property belonging to the Contractor and/or assume assignment
of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and
be necessary to complete the Work. For any portion of such Work that OCSD elects to complete
by furnishing its own employees, materials, tools, and equipment, OCSD shall be compensated
in accordance with the schedule of compensation for force account work as stated in the General
Conditions section entitled Task Order Bid Adjustments and Payments.
If the Surety assumes the Contractor's terminated Work, it shall take the Contractor's place in all
respects for that part and shall be paid by OCSD for all Work performed by it in accordance with
the terms of the Contract Documents. If the Surety assumes the entire Contract, all money due
the Contractor at the time of its default shall be payable to the Surety as the Work progresses,
subject to the terms of the Contract.
Contractor hereby consents to assigning to OCSD and/or OCSD's replacement contractor all
subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be
on the worksite and/or may be necessary to complete the Work in the event of Termination for
Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way
of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such
assignment prior to the commencement of each such Subcontractor's and/or Supplier's Work on
the Task Order.
In the event of such termination, the Contractor will be paid the actual amount due based on unit
prices or lump sums Bid and the quantity of Work completed at the time of termination, less
damages caused to OCSD by acts of the Contractor causing the termination, including but not
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limited to, all costs to OCSD arising from professional services and attorneys' fees and all costs
generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to
complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid
balance, the Contractor shall pay the difference to OCSD promptly upon demand. On failure of
the Contractor to pay, the Surety shall pay on demand by OCSD. Any portion of such difference
not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for
such costs shall earn interest at the maximum rate authorized by California law.
The Contractor and OCSD agree that nothing in this section is intended to be or is a prevailing
party clause as it pertains to attorney's fees.
The foregoing provisions are in addition to and not in limitation of any other rights or remedies
under law or in equity available to OCSD.
If it is later determined by OCSD that the Contractor had an excusable reason for not performing,
such as a fire, flood, or other event which was not the fault of or was beyond the control of the
Contractor, OCSD, after setting up a new performance schedule, may allow the Contractor to
continue Work, or treat the termination as a termination for convenience, and the rights and
obligations of the parties shall be the same as if the termination had been issued for the
convenience of OCSD.
9.3 All OCSD property in the possession or control of Contractor shall be returned by
Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
10. Bonds Contractor shall, before entering into the performance of any Task Order awarded
under this contract, furnish bonds, if required as specified in an individual Request for Task Order
Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall
be approved by OCSD's General Counsel - one in the amount of one hundred percent (100%)
of the Task Order bid amount, to guarantee the faithful performance of the work, and the other in
the amount of one hundred percent (100%)of the Task Order bid amount, to guarantee payment
of all claims for labor and materials furnished. Task Order shall not become effective until such
bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by
the State Insurance Commissioner to do business in California and must be maintained
throughout the life of the Task Order and during the warranty period.
Contractor is hereby notified that it is required that the person executing the Bonds must have on
file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute
said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure
that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on
file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve
the bond.
11. Insurance Contractor and all subcontractors shall purchase and maintain, throughout
the 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 Attachment "C"). Contractor shall not commence work under
this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall
Contractor allow any subcontractor to commence service pursuant to a subcontract until all
insurance required of the subcontractor has been obtained. Failure to maintain required
insurance coverage shall result in termination of this Contract. Nothing contained in these
insurance requirements is to be construed as limiting the liability of the Contractor or the
Contractor's Sureties.
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1 Z General Indemnification The Contractor shall, with respect to all Work covered by or
incidental to these Contract Documents, be responsible for any liability imposed by law and shall
indemnify, defend and hold OCSD,the Engineer,the Consultant and its subconsultants,and each
of their directors, officers, agents and employees, and all public entities issuing permits to the
Contractor, free and harmless from and against all of the following:
Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney's fees and expert fees, costs of compliance with administrative
orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-
imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to
property, or other loss, damage or expense, resulting from the construction of the Work, design
defects (if design originated by the Contractor only), defects in the Work, or by or on account of
acts, errors or omissions of the Contractor or Contractors Subcontractors, Suppliers, employees,
invitees, or agents or from any other cause whatsoever arising during the progress of the Work
or at any time prior to its completion and Final Acceptance, including any of the same resulting
from OCSD's alleged or actual acts, errors, or omissions regardless of whether on or off of the
worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or
injuries occurring or discovered after completion of the Work, as well as during the progress of
the Work. However,the Contractor shall not be obligated under this Contract to indemnify OCSD,
the Engineer or its Consultant(s) with respect to the active negligence, sole negligence or willful
misconduct of OCSD, the Engineer, or its Consultant(s).
In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop
payment notice or Notice to Withhold, which names OCSD as a party to said action, OCSD shall
be entitled to reasonable attorney's fees, costs and necessary disbursements arising out of the
defense of such action by OCSD. OCSD shall be entitled to deduct its costs for any stop payment
notice filed, whether court action is involved or not.
In any and all claims against the indemnified parties by an employee of the Contractor, any
Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for
whose acts any of them may be liable, the indemnification obligation as specified herein shall not
be limited in any way by the amount or type of damages, compensation, or benefits payable by
or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers'
Compensation acts, disability benefit acts, or other employee acts.
The obligations of the Contractor as specified herein shall not extend to the liability of the
Engineer, the Consultant or its subconsultants, and each of their directors, officers, agents and
employees, arising out of or resulting from or in connection with the preparation of approval of
maps, Drawings,opinions, reports,surveys,designs or Specifications, provided that the foregoing
was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless
OCSD, the Engineer, the Consultant and its subconsultants, and each of their directors, officers,
employees, and agents from and against all losses, expenses, damages (including damages to
the Work itself), attorney's fees, and other costs, including all costs of defense,which any of them
may incur with respect to the failure, neglect, or refusal of the Contractor to faithfully perform the
Work and all of the Contractors obligations under the Contract. Such costs, expenses, and
damages shall include all costs, including attorney's fees incurred by the indemnified parties in
any lawsuit to which they are a party.
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In the event Contractor or its insurer refuses or fails to provide a legal defense to OCSD after
receiving written notice of the legal action and a tender and demand for defense, OCSD shall
have the right to select counsel of its own choice to represent all the interests of OCSD at
Contractor's cost and expense. Contractor agrees that the amount of legal costs and expenses,
including attorneys' fees, may be withheld by OCSD from any Contract amounts due and owing
to Contractor until such time as a final determination is made as to the responsibility for payment
of said fees and costs. Contractor further agrees that to the extent OCSD incurs such damages
and the damages exceed any remaining Contract amounts due and owing to Contractor,
Contractor shall reimburse OCSD for all such additional damages upon demand by OCSD for the
same.
Contractor and OCSD agree that nothing in this Section is intended to be or is a prevailing party
clause as it pertains to attorney's fees.
13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors
and service providers to follow and ensure their employees and all subcontractors follow all State
and Federal regulations as well as OCSD requirements while working at OCSD locations. If
during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts
do not comply with State or Federal regulations then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all their
employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety", which
are incorporated herein by reference as if fully set forth in this Master Services Contract.
14. Performance Time is of the essence in the performance of this Contract and the
provisions hereof.
15. Delay and Liquidated Damages Liquidated Damages, if any, shall be specified in any
Task Order Bids. In the event the Contractor fails to achieve Final Completion of the Task Order
within the required period of performance or fails to meet any other time requirements set forth in
the Contract, including the timely submittal or update of the Task Order Schedule or achievement
of any designated milestones or deadline as required in the approved Task Order Bid Price Form,
after due allowance for extensions of time made in accordance with the Contract Documents, if
any, OCSD will sustain damage which would be extremely difficult and impracticable to
ascertain. The parties therefore agree that in each such event, Contractor will pay to OCSD a
determined sum per day, as Liquidated Damages, and not as a penalty, for each and every
calendar day during which Final Completion of the Task Order Bid is so delayed, or timely
submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are
identified in the approved Task Order Bid Price Form, Contractor shall pay OCSD the Liquidated
Damage amount corresponding to that milestone for each and every day during which the
achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages
and further agrees that OCSD may offset the amount of Liquidated Damages from any monies
due or that may become due Contractor under this Contract. Contractor also agrees that to the
extent the amount of Liquidated Damages exceeds any monies due to the Contractor under this
Contract, Contractor shall pay all such amounts to OCSD upon demand. Liquidated Damages
due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages
due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task
Order. If this Section 15. "Delay and Liquidated Damages," is found for any reason to be void,
invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages,
OCSD is entitled to claim against the Contractor damages at law for the Contractor's failure to
complete the Task Order by the Final Completion date.
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16. 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.
17. 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.
18. Familiarity with Services By executing this Contract, Contractor warrants that: 1) it has
investigated the services to be performed; 2) it has investigated the site of the services and is
aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
services under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written
instructions are received from OCSD.
19. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable federal, state, and local regulatory requirements.
20. Licenses. Permits. Ordinances and Reaulations Contractor represents and warrants
to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature
that are legally required to engage in this work. Any and all fees required by State, County, City
and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this
Contract will be paid by Contractor.
21. Applicable Laws and Reaulations Contractor shall comply with all applicable federal,
state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall
be deemed included as a part of this Contract whether or not specifically referenced.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
contract work practices, which may have associated emissions such as sandblasting, open field
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAQMD.
23. Governina 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.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Contract or default thereunder. Any
breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract, or if
OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may
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(1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid,
and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for
those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall
be entitled to recover from Contractor as damages the difference between the cost of the
substitute goods or Services and the task order price, together with any incidental or
consequential damages.
26. Dispute Resolution
26.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in
accordance with the Commercial Mediation Rules of the American Arbitration Contract, through
the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of
Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute
resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected,
or in the absence of Contract, each party shall select an arbitrator, and those two arbitrators shall
select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant
to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting
as a board, shall take such evidence and make such investigation as deemed appropriate and
shall render a written decision on the matter in question. The arbitrator shall decide each and
every dispute in accordance with the laws of the State of California. The arbitrator's decision and
award shall be subject to review for errors of fact or law in the Superior Court for the County of
Orange, with a right of appeal from any judgment issued therein.
27. Attornev'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.
28. Survival The provisions of this Contract dealing with Payment,Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
29. Severability If any section, subsection, or provision of this Contract, or any Contract or
instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties.
30. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by Contractor
at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from these Services without the prior written consent from OCSD.
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32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or
agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits
which accrue to OCSD's employees.
33. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD. Any
such attempted delegation or assignment shall be void.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than OCSD and Contractor.
35. Non-Liability of OCSD Ofricers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Contractor or to its successor, or
for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. Authority to Execute The persons executing this Contract, inclusive of Task Order Bids
on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by
executing this Contract, the Parties are formally bound.
38. Entire Contract This Contract constitutes the entire Contract of the Parties and
supersedes all prior written or oral and all contemporaneous oral Contracts, understandings, and
negotiations between the Parties with respect to the subject matter hereof.
39. Task Orders OCSD does not guarantee that Contractor will receive any task orders, nor
that the Contractor will receive an equal number of task orders as compared to any other awarded
Contractors. OCSD makes no guarantee that the Maintenance & Repair Services Program
budget, identified in the RFQ, will be expended.
39.1 Each Task Order will be limited to no greater than $100,000.
39.2 OCSD will order the Services through a Request for Task Order Bid. Each Request for
Task Order Bid will contain a detailed scope of services and may require attendance at a job walk
(including Subcontractors, as needed) prior to the submission of a Task Order Bid.
39.3 Task Order Bids will be awarded on the basis of the lowest responsive Task Order Bid
39.4 The Request for Task Order Bid will identify the project, location of the work, and other
general and special requirements.
39.5 All Task Order Bids will be lump sum.
39.6 Contractors will be required to list subcontractors in accordance with Public Contract Code
Section 4104.
39.7 Payment terms will be specified in each Request for Task Order Bid.
Orange County Sanitation District Master Contract Specification No. S-2015-700-7
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39.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to proceed shall not be made until the bonds are approved
by OCSD.
39.9 OCSD does not guarantee that any qualified Contractor will be awarded any individual
Task Order Bids.
39.10 The Contractor shall submit its Task Order Bids within the time specified in the Request
for Task Order Bid. Late Task Order Bids will not be accepted.
39.11 Changes to the Task Order services shall be made in accordance with Master Contract
Attachment"B" General Conditions.
40. Task Order Bid Protest Procedures
This Section sets forth the procedure and remedies concerning submittal and consideration of all
protests received by OCSD with respect to this Request for Task Order Bid(RFTOB)issued under
this Master Services Contract. All communications to OCSD relating to a Protest shall be in
writing and submitted electronically to Purchasing@ocsd.com. By submitting a Task Order Bid
JOB), each Contractor hereby agrees and understands that the Contractor must comply with
these protest procedures and exhaust all administrative remedies set forth herein prior to the
initiation of any type of related legal action. Upon the express written consent of the parties, this
protest procedure can also be used to resolve issues surrounding OCSD's determination of a
Contractor as not responsible. This procedure is not intended to address issues concerning TOB
responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean proposers on a procurement,whose direct economic interest
would be affected by a submitted protest.
• Protest shall mean a written objection by an interested party or Affected Party to
(i) the requirements or specifications contained in the RFTOB (solicitation protest); or
(ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1)on solicitation,all Contractors or prospective Contractors;
(2) on award, the unsuccessful Contractor(s) with a direct economic interest in the
outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation
phase of the procurement, which shall be submitted prior to the Task Order Bid due date
as specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation
prior to final action to award the Task Order Bid, which shall be submitted after receipt of
Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OCSD.
Specific procedures and requirements are as follows:
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A. Solicitation Phase Protest
The purpose of this RFTOB is to obtain competitive TOBs from awarded Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place
or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous
may advise OCSD of its concerns by submitting a detailed Solicitation Protest Statement in
accordance with the requirements set forth below in this Section A.
1. Contents and Requirements
A Solicitation Protest Statement must be submitted via email to
Purchasing@OCSD.com and addressed to OCSD's Buyer identified in the RFTOB by
4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date,
and must contain all of the following to be considered:
a. The name, address, and telephone number of the protestor;
b. The title, TOB description, and number of the specification/ project number being
protested;
c. A detailed statement setting forth the grounds for protest, which shall include, in
sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and
d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the
requirements set forth herein, than it will not be considered for evaluation and will
be returned to the protestor. The Solicitation Protest Statement shall not be
amended after filing, and OCSD will not consider any unsolicited information
provided after filing. Any argument not raised in the Solicitation Protest Statement
shall be deemed waived, including as a part of the award protest. Failure to file
the Solicitation Protest Statement within the time period specified herein shall
constitute a waiver of the right to protest the specifications or requirements of the
RFTOB.
Solicitation Protest Statements are public documents. OCSD will provide copies
of the Solicitation Protest Statements upon written request.
2. Evaluation and Determination
No hearing will be held on the protest. OCSD's Contracts, Purchasing and Materials
Management Division Manager (Purchasing Manager), or designee, will review all
material submitted, conduct an investigation of the facts, and may, but need not,
request other Contractors to submit statements or arguments regarding the protest.
OCSD's Purchasing Manager, or designee, may in his/her sole discretion, discuss the
protest with the protestor.
OCSD's Purchasing Manager, or designee, shall issue a final written decision
regarding any solicitation protest to each Contractor prior to TOB submittal. The
written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning
Orange County Sanitation District Master Contract Specification No. S-2015-700-7
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the Solicitation Protest Statement shall be final, and there shall be no further
administrative recourse.
B. Award Protest
1. Award Recommendation
Following opening and evaluation of the TOBs, OCSD will issue an award
Recommendation to each Contractor through any one of the following methods:
a. Delivery via overnight carrier; or
b. Posting the Award Recommendation on OCSD's online bidding system as
identified within the RFTOB.
On the date OCSD issues an award recommendation, OCSD shall make copies
of all submitted TOBs available upon request. Requests shall be made to
Purchasing(rpocsd.com and shall contain the following in the subject line of the
e-mail:"[Identify: Project/TOB name and Specification No.]—Request for Copies."
2. Contents and Requirements
Any Interested Party, who has reason to believe that a free and open competition
has not taken place in the TOB submittal, evaluation of the TOBs, and award
recommendation, is permitted to protest OCSD's award recommendation by
submitting an Award Protest Statement to OCSD identified in the RFTOB, via
electronic mail (e-mail)at Purchasinci(dOCSD.com no later than 4:00 p.m. (Pacific
Time zone) on the third (V )day after OCSD issues the Award Recommendation
or some similar announcement. OCSD will not accept an Award Protest
Statement, or similar document, prior to the date OCSD issues its award
recommendation to the Contractors. Award Protest Statements, or similar
document, received prior to the issuance of OCSD's award recommendation will
be considered premature and will be immediately returned to the party fling the
Protest without consideration.
The Award Protest Statement must be submitted timely and contain all of the
following to be considered:
a. The name, address and telephone number of the protestor;
b. The title and number of the specification being protested;
c. The OCSD action or recommendation that is being protested;
d. The name(s) of all Affected Parties;
e. A detailed statement setting forth the grounds, legal authority and facts in
support of the protest, including all documents and evidence ;
f. Each and every ground on which the protestor bases the protest by specific
references to parts of the RFTOB, which shall be attached as exhibits;
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g. Each and every reason that all other Affected Parties who may be in line for
the purchase or contract award should not be awarded the purchase or
contract;
h. A clear statement of the relief requested and the statutory or case law basis for
such relief; and
i. Signed and sworn by a principal of the protestor.
If the submitted Award Protest Statement does not comply with the requirements
set forth herein, then it will not be considered for evaluation, and will be returned
to the protestor. The Award Protest Statement shall not be amended after filing,
and OCSD will not consider any unsolicited information provided after filing. Any
argument not raised in the Award Protest Statement shall be deemed waived.
Award Protest Statements are public documents. OCSD will notify the Affected
Parties when a protest has been submitted, and will provide copies of the Protest
Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition
to the protest no later than 4:00 p.m. on the third business day after the receipt of
the Award Protest Statement from OCSD. The Purchasing Manager, or designee,
shall review the facts and all submittals relative to the Award Protest Statement
and shall issue a written decision setting forth the basis for such decision. The
written decision will be issued to the protestor and to all Affected Parties.
Unless otherwise required by law, no evidentiary hearing or oral argument shall be
provided, except in the sole discretion of the Purchasing Manager, or designee.
In the event a hearing is conducted, the Purchasing Manager, or designee, shall
issue written notice to the protestor and Affected Parties identifying the date and
time for the hearing, along with rules concerning the hearing.
4. Appeal Process
In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Administrative Services
and the Director of the Department requesting the Procurement, and immediately
send copies to all Affected Parties. The appeal must be submitted via email to
Purchasing(d.00SD.com no later than 4:00 p.m. (Pacific Time zone)within three
(3)days after the date the Purchasing Manager, or designee, rendered a decision.
The protestor shall only submit: (1) information and documentation previously
submitted to the Purchasing Manager, or designee; (2)a copy of the final decision
of the Purchasing Manager, or designee; and (3)a brief statement setting forth all
factual and legal bases for the appeal. The Director of Administrative Services,
together with the Director of the Department requesting the Procurement shall
evaluate each Award Protest Statement and determine whether to uphold or reject
the Purchasing Manager's determination. For Task Orders to be awarded by
District staff, the decision of the Director of Administrative Services and the
Director of the Department requesting the Procurement shall be final.
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C. Delay in Award
Execution of any proposed contract shall be delayed pending the resolution of the protest
unless one or more of the following conditions is present:
1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly;
or
3. Failure to make prompt award will otherwise cause undue harm to OCSD.
D. No Limitation on Remedies
Nothing contained herein shall be construed to act as a limitation on OCSD's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy.
E. Basis for Choice of Remedv
In determining the appropriate remedy, OCSD shall consider all the circumstances
surrounding the RFTOB and/or award, including, but not limited to:
1. Seriousness of any deficiency found to exist in the contracting process;
2. The effect of the action on the competitive process;
3. Any urgency surrounding the contract requirement; and
4. The effect that implementing the remedy will have on OCSD.
F. Remedies
If OCSD determines that the award or proposed award was not made in accordance with
applicable statutes, regulations, policies and/or procedure, OCSD, in its sole discretion,
may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OCSD may issue a new solicitation, make a new selection/award
recommendation, or award a contract consistent with applicable statutes, regulations,
policies and procedures.
2. In its sole discretion, take no further action; or
3. Take any other action that is permitted by law to promote compliance.
G. Legal Action
Any legal action to set aside the final determination of OCSD must be filed no later than
the 901h day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the
protest, if OCSD prevails, OCSD reserves the right to seek reimbursement of its costs,
including attorneys' fees, to the fullest extent permitted by law.
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41. Notices All notices under this Contract must be in writing. Written notice shall be
delivered by personal service or sent by registered or certified mail, postage prepaid, return
receipt requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept or
the inability to deliver because of changed address or which no notice was given as provided
hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall
be effective when first received at the following addresses:
OCSD: Michelle Chewning
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: O'Connell Engineering & Construction, Inc.
36572 Deauville Road
Winchester, CA 92596
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Chair Board of Directors
Dated: By:
Clerk of the Board
Dated: By:
Contracts/Purchasing Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District Master Contract Specification No. S-2015-700-7
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OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir.
10/07/15 lB/ze/15
AGENDA REPORT Item Item Number
6 7
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: NEWPORT FORCE MAIN REHABILITATION, PROJECT NO. 5-60
GENERAL MANAGER'S RECOMMENDATION
A. Approve a project budget increase of $5,913,000, for a total project budget of
$64,000,000 for Newport Force Main Rehabilitation, Project No. 5-60; and
B. Approve a contingency increase of$3,671,500 (10%)to the construction contract
with Kiewit Infrastructure West Company for Newport Force Main Rehabilitation,
Project No. 5-60, for a total contingency of$11,014,500 (30%).
SUMMARY
The purpose of this project is to rehabilitate and upsize the Newport Force Main system
located on Pacific Coast Highway in Newport Beach between the Bitter Point Pump
Station and Dover Drive. Rehabilitation is necessary because the Newport Force Main
system is more than 50 years old and has experienced multiple structural failures due to
corrosion since 1984. The project will correct the wet weather hydraulic deficiency of the
Newport Force Main system and extend the life another 50 years. More than half of the
force main system will be renewed using trenchless construction techniques rather than
an open cut trench method to minimize impacts to the community, businesses, tourism,
and the environment.
The project is being conducted in two phases to avoid traffic impacts on Pacific Coast
Highway during the busy summer months. Phase 1 was completed in May 2015.
Phase 2 began September 9, 2015. The Orange County Sanitation District (OCSD), City
of Newport Beach, and Caltrans staff are working to resolve requests to change working
hours from that approved by the City and Caltrans prior to bidding this work. These
changes have the potential to result in additional construction costs, increased
construction risks, and delays. Schedule impacts are critical because all Phase 2 work
must be completed by May 2016. There are also some outstanding issues from Phase 1
that are likely to impact the remaining construction contingency.
Following are some of the more significant costs impacts that are currently forecasted:
• Lining the east force main discharging from the Lido Pump Station. The west force
main was found to have been badly corroded during Phase 1 and required relining.
The assumption is that the same will be found to be true for the east force main
during Phase 2.
Page 1 of 3
• Based on the complexities of construction and traffic impacts, staff time required
during Phase 1 was much higher than anticipated, and is also likely to be higher
than originally estimated during Phase 2.
• The City of Newport Beach and Caltrans have requested reimbursement for
permitting costs that exceed the amount already paid for the project.The additional
permitfees are a result of additional inspection required bythe respective agencies
under Phase 1.
• Cumulative cost impacts resulting from changed work conditions imposed under
Phase 1 construction were incurred to complete the work by the May, 2015
deadline. These changed work conditions were primarily traffic control restrictions
that differed from the agreed upon contractual restrictions that helped traffic
impacts, but hurt productivity. These cost claims are significantly higher than
originally anticipated and are currently being negotiated with the Contractor.
• Construction testing services required during Phase 1 work were in excess of the
budget initially allocated for the project and the budget will need to be increased
for Phase 2.
• Community outreach efforts continue to be significant for this project and additional
budget will be needed to support the Phase 2 work. This includes staff time, as
well as outside consultant services which are separate from the construction
contract.
• Staff is requesting this additional funding and contract authority to keep the project
moving. If new unanticipated obstacles are encountered, it is advantageous to
keep the project moving rather than stopping work while seeking additional funding
or contract authority.
Staff have approved five change orders to Kiewit Infrastructure West Company, to date,
with a value of$4,318,050.
PRIOR COMMITTEE/BOARD ACTIONS
July 2015 — Approved a project contingency increase of $1,399,597 for a total
contingency of$9,011,615,for a total project budget of$58,087,000, as part of the annual
budget increase.
May 2015—Approved a project budget increase of$4,471,403, for a total project budget
of $56,687,403, approved construction contingency increase of$4,038,650 (11%), for a
total contingency of $7,343,000 (20%), and approved Amendment No. 3 to the
Professional Consultant Services Agreement with Brown & Caldwell for $423,753 to
perform construction services for the Newport Force Main Rehabilitation, Project
No. 5-60.
Page 2 of 3
January 2015 — Approved Amendment No. 1 to the Professional Consultant Services
Agreement with Brown & Caldwell for engineering services for Newport Force Main
Rehabilitation, Project No. 5-60, in the amount of $251,610, increasing the total amount
not to exceed $2,483,535.
April 2014 — Approved a Professional Consultant Services Agreement with Brown &
Caldwell for engineering services for Newport Force Main Rehabilitation, Project
No. 5-60, for an amount not to exceed $2,231,925, and approved a contingency of
$178,554 (8%).
March 2014 - Awarded a Construction Contract to Kiewit Infrastructure West Company
for a total amount not to exceed $36,715,000, and approved a contingency of$3,304,350
(9%).
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Budget Update FY 2015-16, Section A-7) and
this action increases the budget. Below are the current Contract amounts as of
September 10, 2015.
Date of ADDroval Contract Amount Continaencv
Kiewit
03/26/15 $36,715,000 $ 3,304,350 ( 9%)
05/27/15 $36,715,000 $ 7,343,000 (20%)
10/28/15 $36,715,000 $11,014,500 (30%)
Brown &Caldwell
04/23/14 $ 2,231,925 $ 178,554 ( 8%)
01/28/15(Amend 1 —Board) $ 2,483,535 $ 178,554 (7.2%)
05/27/15(Amend 3—Board) $ 3,071,639 $ 23,289 (0.8%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
PowerPoint Presentation from October 7, 2015 Operations Committee Meeting
DC:dm:gc
Page 3 of 3
Orange County Sanitation District
Construction in Newport Beach
Newport Force Main Rehabilitation
Wednesday, October 7 , 2015
AjV SANhgTGH
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Cured-in-place pipe Open Trench Abandonment
Project Cost: City of Newport Beach and
Caltrans Permitting
• Additional staff costs incurred by City and Caltrans
— Additional traffic and road impact
— Dual shifts related to City-mandated work hours
— Review of modified traffic control drawings
• City, Caltrans increased permit fees to cover
additional staff costs for both Phase 1 and 2
Project Cost: Unexpected Construction
and Traffic Complexity
• Major construction issues
and traffic impacts during
Phase 1 greatly increased
OCSD staff effort
• Traffic impacts will
continue to be an issue
under Phase 2
I _
construction t
• Additional budget required
for associated OCSD staff
time
Project Cost:
Construction Testing Services
• Cal Trans required significant increase in
paving limits from what is required by
Contract Documents
• Changed conditions from microtunneling
required additional potholing and survey
work
• Tunneling changed to open cut; increased
paving and soil cement testing
• Additional sampling required as part of Lido
Force Main rehabilitation not in original
contract
• Phase 1 construction testing exceeded
allocated budget; addition funding required
to complete Phase 2 r
Project Cost:
Community Outreach Support
• Multiple community outreach meetings
were conducted during Phase 1 and
prior to the start of Phase 2 construction KK
• Community outreach hotline staffed 24
hours/7 days a week
• Two-phased construction has made m
startingthe Phase 2 more sensitive to
.e..._
public concerns due to construction : rcbu .
„fatigue" Am Open
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• Significant ongoing traffic and road
impacts continue to require additional w
community outreach efforts not
currently budgeted
Kiewit Infrastructure West Cost:
Lido Pump Station Force Main
• West Lido Pump Station ELido FM
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° pe°a aovi -roaau
force main was found to a
be badly corroded
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• West force main repaired
by Phase 1 change order
• East force main may
require repair during
Phase 2
Pipeline b be asaeseetl t�.Ma
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• 9ewrTga — lalab qNl �Fa®man ram�_.�uaW
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Kiewit Infrastructure West Cost:
Cumulative Construction Cost Impacts
• Phase 1 traffic control changes impacted the sequence of
work resulting in additional Contractor resources not
accounted for in the negotiated costs of specific changes
• Significant unknown conditions throughout Phase 1
resulted in impacts to productivity of Contract work
• Double shifts, including nights and weekends, were
needed to complete the Phase 1 work by early summer
2015
• Cost impacts still being negotiated with Contractor;
expected to be significant
Costs of addressing unknown conditions
requires additional contingency to prevent
delays
Construction Contract Request
Original construction contract $36,715,000
Current Approved Contingency $7,343,000 20%
Requested Contingency Increase $3,671,500 10%
Requested Construction Contingency $11,014,500 30%
Project Budget Request
Current Project Budget $58,087,000
Requested Budget Increase $5,913,000
Adjusted Project Budget $64,000,000
Questions .
v,
c IN
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t � I •
� 4 I
v
w
At about 10 A.M. on March 7, IBBI , one section of the Newport Beach
tower system ruptured, flooding the Pacific Coast Highway with raw
sewage. Break was located near the Balboa Bay Club.
OPERATIONS COMMITTEE Meeting Date TOBA.Of DIr.
10/07/15 10fts/15
AGENDA REPORT Item Number Item Number
7 B
Orange County Sanitation District
FROM: James D Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE
REALIGNMENT PROGRAM, PROJECT NO. P1-128
GENERAL MANAGER'S RECOMMENDATION
Designate the southwest corner of Plant No. 1 for the location for the Administration
Building and Laboratory Building as the preferred alternative for CEQA evaluation under
the Headquarters Complex, Site and Security, and Entrance Realignment Program,
Project No. P1-128.
SUMMARY
In June 2015, an Administrative Facilities Implementation Plan was completed that
described the facilities, sequencing and costs associated with constructing new
buildings at Plant No. 1. In the same month and based on that Plan, the Board
approved a new project and budget for the Headquarters Complex, Site and Security,
and Entrance Realignment Program, Project No. P1-128.
In June 2015, Orange County Transportation Authority (OCTA) presented an
informational item to the Operations Committee regarding the 1-405 Widening Project
which includes the new southbound onramp from Ellis Avenue. They proposed closing
the existing main entry to Plant No. 1 to accommodate the onramp and creating a new
entry at Pacific Avenue. These changes would directly impact the Headquarters
Complex before, during, and after construction.
At staffs direction, the Administrative Facilities Implementation Plan consultant, HDR
Architecture, Inc. (HDR), evaluated four alternatives for siting the Administration
Building and Laboratory with the new entry location information. Based on the results of
the evaluation, staff recommends the Headquarters Complex, including the main
Administration Building and Laboratory, be constructed in the southwest area of Plant
No. 1 along with necessary site and security improvements.
PRIOR COMMITTEE/BOARD ACTIONS
June 2015 — Established new project and budget for Headquarters Complex, Site and
Security, and Entrance Realignment Program, Project No. P1-128
June 2014 —Approved a Professional Design Services Agreement with HDR to provide
engineering design services for Administrative Facilities Implementation Planning,
Project No. SP-194, for an amount not to exceed $729,597.
Page 1 of 3
November 2013 — Established a budget for Administrative Facilities Implementation
Planning, Project No. SPA94.
October 2013 — Staff presented an overview of the administrative facilities and their
need for rehabilitation or replacement.
ADDITIONAL INFORMATION
In June 2014, the Board of Director's authorized an Administrative Facilities
Implementation Plan to be developed by HDR that would develop a more detailed plan
and estimate for replacement of the Administration Building, Human Resources
Building, Laboratory, Purchasing Building, Fleet Services Buildings, and multiple office
trailers at Plant No. 1.
HDR created an Implementation Plan that considers the Orange County Sanitation
District (Sanitation District) staffing structure, existing site, security limitations, public
access, and logistical considerations. The proposed project would construct a three-
story Administration Building, a two-story Laboratory, a two-story connection piece
between the Administration Building and Laboratory, a Fleet Services Shop, and a fleet
vehicles parking area, as well as associated security improvements and site work.
In June 2015, the Board of Directors established the project and budget for
Headquarters Complex, Site and Security, and Entrance Realignment Program, Project
No. P1-128, based on the results of the Administrative Facilities Implementation Plan
(AFIP). The AFIP located the new Administrative and Laboratory complex in the north
area of the plant adjacent to the existing Administration and Laboratory buildings, and
on the site of the existing Fleet Shop and Human Resources building.
During the development of the AFIP, OCTA continued development of the Caltrans
1-405 Widening Project. They approached the Sanitation District with a request to
relocate the Plant No. 1 main entrance to provide an improved Ellis Avenue freeway
onramp design at a lower construction cost. This improved ramp design also
encroaches less on adjacent properties and into the roadway and eliminates the
relocation of one of the Sanitation District's interplant sewer lines. OCTA presented an
information item at the June Operations Committee addressing the potential impacts to
the Sanitation District including the Plant No. 1 main entrance. The main entrance to
Plant No. 1 would become a signalized entrance at Pacific Street adjacent to the east
wall of the existing Administration Building.
Following the approval by the Board to build the new Headquarters Complex and in
support of relocating the Plant No. 1 main entrance, the Sanitation District along with
HDR further evaluated short-term construction impacts and long-term operational
impacts of the relocated front entry on the existing facilities and the new Headquarters
Complex. One of the more significant impacts is the lack of available parking during
and after construction. During construction of the buildings and with the relocation of
the front entry, nearly all parking adjacent to the Administration Building is eliminated.
The Administration Building would be an island surrounded by construction. Access to
the building by staff and visitors would be extremely impacted for a period of years.
Page 2 of 3
HDR and staff evaluated four alternative locations for the Administration Building and
Laboratory. Based on this analysis, staff is now recommending that the Administration
and Laboratory complex be constructed in the southwest area of the plant as the
preferred alternative which would:
• Minimize the parking impact due to the Plant No. 1 main entry relocation.
• Eliminate the need to build a new Fleet Shop and vehicle covered parking
building.
• Allow all staff to remain in their current buildings during construction avoiding
temporary relocation costs.
• Eliminate any potential vibration impacts to the sensitive equipment in the
Laboratory due to construction activities.
• Allow the Administration and Laboratory building complex to be constructed
sooner, reducing project escalation costs.
Staff will continue to negotiate with OCTA to help offset cost impacts to changes that
are attributable to 1-405 ramp changes. Staff believes a parking structure to conserve
process space, relocation of wastehauler and fueling facilities, new security walls and
gates, and intersection realignments at Pacific and Ellis, and Ward and Garfield, are
impacts to be negotiated. No additional funds are requested at this time pending these
negotiations. Staff has had a preliminary briefing with the City of Fountain Valley staff.
Briefings with the Fountain Valley City Council and Planning Commission are
anticipated, as well as City of Huntington Beach planning staff.
CEQA
CEQA work will commence for Headquarters Complex, Site and Security, and Entrance
Realignment Program, Project No. P1-128, following designation of the preferred
alternative.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This complies with the authority levels in the Sanitation District's Purchasing Ordinance.
Budget for this new project, Headquarters Complex, Site and Security, and Entrance
Realignment Program, Project No. P1-128, was established with the June 2015 Board
action in the amount of$168,000,000.
ATTACHMENT
The following attachment(s) may be viewed on-line at the CCSD website (www.ocsd.corn with the
complete agenda package:
PowerPoint Presentation from October 7, 2015 Operations Committee Meeting
WS:dm:gc
Page 3 of 3
P1 -128 Headquarters Complex, Site Security, and Entrance
Realignment Program
Operations Committee
Site Design Options
7 October 2015
Orange County Sanitation District
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ITEM NO. 9
MINUTES OF THE
ADMINISTRATION COMMITTEE
Orange County Sanitation District
Wednesday, October 14, 2015, at 5:30 P.M.
A regular meeting of the Administration Committee of the Orange County Sanitation
District was called to order by Committee Chair Curry on October 14, 2015, at 5:30 p.m.,
in the Administration Building of the Orange County Sanitation District.
Board Vice-Chair Sebourn led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Keith Curry, Chair Jim Herberg, General Manager
Lucille Kring, Vice-Chair Bob Ghirelli, Assistant General Manager
Steven Choi Lorenzo Tyner, Director of Finance
Tyler Diep Rob Thompson, Director of Engineering
James Ferryman Kelly Lore, Clerk of the Board
Jim Katapodis Jennifer Cabral
Peter Kim Jim Colston
Greg Mills Alfred Garcia
Glenn Parker Norbert Gaia
John Nielsen, Board Chair Kathy Millea
Greg Sebourn, Board Vice-Chair Sharon Yin
COMMITTEE MEMBERS ABSENT:
Teresa Smith
Sal Tinajero OTHERS PRESENT:
Brad Hogin, General Counsel
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Committee Chair Curry did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager, Jim Herberg did not provide a report.
10/14/2015 Administration Committee Minutes Page 1 of
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
September 9, 2015, Administration Committee Meeting.
AYES: Choi, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Parker,
and Sebourn
NOES: None
ABSTENTIONS: Curry
ABSENT: Nielsen, T. Smith and Tinajero
2. COOPERATIVE PROCUREMENT WITH ADMIN MINNESOTA MATERIALS
MANAGEMENT DIVISION MINNESOTA WSCA-NASPO MASTER
AGREEMENT (Lorenzo Tyner)
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Authorize purchases of information technology computer and peripheral
equipment using the Admin Minnesota Department of Administration, Materials
Management Division, Minnesota WSCA-NASPO Master Agreement number
MNWNC-115 through the contract expiration date, March 31, 2017 for a total
amount not to exceed $500,000, in accordance with Ordinance OCSD-47, Section
2.03(B) Cooperative Purchases.
AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills,
Parker, and Seboum
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen, T. Smith and Tinajero
3. ELECTRONIC RECORDING MEMORANDUM OF UNDERSTANDING COUNTY
OF ORANGE CLERK-RECORDER'S OFFICE (Bob Ghirelli)
10/14/2015 Administration Committee Minutes Page 2 of 4
MOVED. SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve the Electronic Recording Memorandum of Understanding (MOU)
between the County of Orange and Orange County Sanitation District for
the use of the Secure Government to Government (G2G) Portal for a term
of five (5) years; and
B. Authorize the Clerk of the Board, or her designee, to transmit/record any
and all required Orange County Sanitation District real property documents
in an electronic format.
AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills,
Parker, and Seboum
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen, T. Smith and Tinajero
4. GENERAL MANAGER APPROVED PURCHASES (Lorenzo Tyner)
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Receive and file District purchases made under the General Manager's authority
for the period of July 1, 2015—September 30, 2015.
AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills,
Parker, and Seboum
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen, T. Smith and Tinajero
NON-CONSENT CALENDAR:
None.
INFORMATION ITEMS:
5. BIOSOLIDS PROGRAM (Rob Thompson)
Environmental Compliance Manager Jim Colston presented a PowerPoint and a video
providing an overall description of the OCSD Biosolids Program; composting facilities and
operations; and the history, management and production trends of biosolids.
10/14/2015 Administration Committee Minutes Page 3 of
Mr. Colston responded to questions regarding: chemical additives to biosolids; heavy
metals in sludge; EPA recycling rules; testing biosolids twice a month for metals;
pharmacutical removal in liquid phase; choices of land application farming locations;
volumes of solids produced and consumed at IRWD v. OCSD; possibilities of acquiring a
land application farm or exporting to another country; crop yields; and classes of biosolids.
Director Diep departed the meeting at 5:44 p.m.
Board Chair Nielsen arrived at the meeting at 5:44 p.m.
Engineering Manager, Kathy Millea completed the presentation with a Capital
Improvement Update regarding biosolids handling facilities,the Biosolids Master Plan and
new opportunities for generating products and more efficient technologies to generate
higher quality biosolids. Both referenced a Biosolids display in the Board room, and had
buckets of composted biosolids available for the Committee and public to sample.
Discussion ensued regarding organic food and the possibility of adding food waste to the
digesters, producing gas, that will turn into electricity. Mr. Herberg stated that OCSD has
completed bench scale testing to possibly add food waste to the digesters when capacity
allows in the future.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Dr. Choi invited everyone to attend the U.S. Department of Energy Solar Decathlon 2015
at the Great Park in Irvine, October 15-18 from 11 a.m. to 7 p.m.
ADJOURNMENT:
Committee Chair Curry declared the meeting adjourned at 6:18 p.m. to the next regularly
scheduled meeting of THURSDAY November 12, 2015 at 5:30 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
10/14/2015 Administration Committee Minutes Page 4 of 4
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or .Dir.
10 14115 lB/ze/15
AGENDA REPORT Item Item Number
2 10
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director, Finance and Administrative Services
SUBJECT: COOPERATIVE PROCUREMENT WITH ADMIN MINNESOTA
MATERIALS MANAGEMENT DIVISION MINNESOTA WSCA-NASPO
MASTER AGREEMENT
GENERAL MANAGER'S RECOMMENDATION
Authorize purchases of information technology computer and peripheral equipment using
the Admin Minnesota Department of Administration, Materials Management Division,
Minnesota WSCA-NASPO Master Agreement number MNWNC-115 through the contract
expiration date, March 31, 2017 for a total amount not to exceed $500,000, in accordance
with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases.
SUMMARY
In order to properly maintain and repair Orange County Sanitation District's (OCSD)
facilities the Information Technology division has needs to purchase Hewlett Packard
computer systems (desktops, laptops, tablets, servers, and storage including related
peripherals and services). Such item requirements have been forecasted based upon
projected obsolete equipment, historical product failure rates, and new items to address
general capacity, redundancy, or security. Due to the frequent changes in technology, it
is not appropriate to stock these items in OCSD's warehouses.
OCSD desires to select Admin Minnesota Materials Management Division Minnesota
WSCA-NASPO Master Agreement contract number MNWNC-115 as established by HP
as the lead agency, as the primary providers of computer and peripheral equipment based
on contract pricing, breadth of product offerings, availability and the ease of using online
ordering systems.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Master Agreement No. MNWNC-115 with Hewlett Packard Company has been assigned
to two independent companies. Master Agreements have been established for each
company. All terms, conditions, and pricing remain the same. Each company will sell
different bands; Master Agreement No. MNNVP-133 with HP Inc. (Bands 1, 2, & 3)
providing Desktops, Laptops and Tablets including related peripherals and services, and
Page 1 of 2
Master Agreement No. MNNVP-134 with Hewlett Packard Enterprise (Bands 4 & 5)
providing Servers and Storage including related peripherals and services.
Utilization of these contracts is pending participating addenda by California.
NASPO, The National Association of State Procurement Officials, is a non-profit
association dedicated to strengthening the procurement community through education,
research, and communication. It is made up of the directors of the central purchasing
offices in each of the 50 states, the District of Columbia, and the territories of the United
States. NASPO is an organization through which the member purchasing officials provide
leadership in professional public purchasing, improve the quality of purchasing and
procurement, exchange information, and cooperate to attain greater efficiency and
economy. In 1993, the 15 states from NASPO's western region came together to establish
a means by which states may join together in cooperative multi-state contracting in order
to achieve cost-effective and efficient acquisition of quality products and services. This
group is better known as WSCA,the Western States Contracting Alliance. States included
in this group are Alaska, Arizona, California, Colorado, Hawaii, Idaho, Minnesota,
Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington, and
Wyoming. As a result of the great success in the western region, NASPO leaders initiated
the NASPO Cooperative Purchasing Committee in 2002 to assist member states both in
and outside of the western region in establishing cooperative multi-state contracts. Similar
to the original WSCA model, NASPO assists member states in all regions in establishing
cooperative multi-state contracts.
The new computer systems will be used to replace obsolete systems, increase capacity
as required, and provide a new remote disaster recovery site.
CEQA
N/A
BUDGET / PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The items purchased through the process are budgeted in the yearly Joint
Operating Budget and associated Capital Improvement Projects.
ATTACHMENT
N/A
Page 2 of 2
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or .Dir.
10/14/15 10/28/15
AGENDA REPORT emNumber IemNumber
3 11
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Robert Ghirelli, Assistant General Manager
SUBJECT: ELECTRONIC RECORDING MEMORANDUM OF UNDERSTANDING
COUNTY OF ORANGE CLERK-RECORDER'S OFFICE
GENERAL MANAGER'S RECOMMENDATION
A. Approve the Electronic Recording Memorandum of Understanding (MOU)
between the County of Orange and Orange County Sanitation District for the use
of the Secure Government to Government (G2G) Portal for a term of five (5)years;
and
B. Authorize the Clerk of the Board, or her designee, to transmit/record any and all
required Orange County Sanitation District real property documents in an
electronic format.
SUMMARY
The County of Orange, Clerk-Recorder's Office accepts electronically recorded
documents in lieu of written paper documents. Orange County Sanitation District(OCSD)
and the Clerk-Recorder have determined that an electronic recordation system benefits
both entities economically and operationally. Valuable staff hours are saved in the
transportation of documents to and from the County with long waiting periods for
recordation.
OCSD's Clerk of the Board has been using the current Electronic Recording (ER)
software for the past two years, from a secure location in the Board Services Vault. This
ER computer workstation is exclusively dedicated to Electronic Recording and may only
be used to transmit documents to, or receiving messages/confirmations from the Clerk-
Recorder's Office. The workstation cannot be used by OCSD staff for any other function.
The recording takes a few minutes and an answer is received within minutes to hours of
either its successful recordation or a notification of its failure and reason why.
The Orange County Clerk-Recorder Department has released a new version of the
electronic recording system that is now called SECURE G2G. The new system is owned
by the Counties of Orange, Los Angeles, Riverside and San Diego, with the County of
Orange serving as the lead county. Migration off of the current system to the new
SECURE G2G System is anticipated to take place on October 31, 2015. The Clerk-
Recorder is working with all participating agencies to ensure a smooth transition, and to
avoid any interruptions to our current recording abilities.
Page 1 of 2
There is no additional cost to OCSD, as the County will install the new system on our
existing dedicated equipment. The County will also provide training to the appropriate
staff during installation at our facility, and will further maintain and update the system free
of charge. The minimal indirect cost of the Board Services staff time maintaining the
system and recording documents is still a substantial savings in comparison to the
existing indirect cost of other district staff's travel time (to/from County offices), postage
costs, locating, routing and/or transferring documents to other departments.
PRIOR COMMITTEE/BOARD ACTIONS
September 2013 - Approved the Electronic Recording Memorandum of Understanding
(MOU)with the County of Orange, Clerk-Recorder's office; and
Authorized the Clerk of the Board, or her designee, to transmit/record
any and all required Orange County Sanitation District real property
documents in an electronic format.
ADDITIONAL INFORMATION
N/A
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with the authority levels of the Sanitation District's Purchasing
Ordinance. Orange County Sanitation District is exempt from recording costs. Any
unforeseen, additional costs will be absorbed by Board Services if the need arises.
ATTACHMENTS
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• Memorandum of Understanding — Secure Government to Government (G2G)
Portal
JH:RG:kl
Page 2 of 2
MEMORANDUM OF UNDERSTANDING AGREEMENT
BETWEEN OWNER COUNTIES AND PARTICIPANTS
FOR THE USE OF THE SECURE GOVERNMENT TO GOVERNMENT (G2G)
PORTAL
THIS MEMORANDUM OF UNDERSTANDING ("MOU" or"Agreement'), made and entered into
on, , is between the counties of Los Angeles, Orange, Riverside,
and San Diego that own the Statewide Electronic Courier Universal Recording Environment
("SECURE") with the Orange County Clerk-Recorder acting on their behalf as the Lead County
(collectively "Owners'), participating counties and the
submitting party ("Government Agency'), recording electronically through the SECURE G2G
Portal. The Owners, Participating Counties and Government Agency are collectively referred to
as the"Parties."
WHEREAS, California Government Code Section 27279(b) states "the recorder of
any county may, in lieu of written paper, accept for recording digitized images, digital
images, or both, of a recordable instrument, paper, or notice if the requester and addressee
for delivery of the recorded images are the same and can be readily identified as a local or
state government entity, or an agency, branch or instrumentality of the federal government."
WHEREAS, the Counties of Orange, Los Angeles, Riverside and San Diego are the
Owners of the SECURE G2G Portal and a County that uses the SECURE system, but is not
an Owner, is considered a Participating County; and
WHEREAS, the SECURE G2G Portal functions as a separate portal under the same
security framework as the existing SECURE system; and
WHEREAS, the Counties of Orange, Los Angeles, Riverside and San Diego entered
into an agreement to share the ownership and ongoing maintenance of a multi-county
Government to Government electronic recording portal; and
WHEREAS, Orange County is the "Lead County' in supporting this SECURE G2G
Portal and is responsible for executing any agreements with participants with the approval of
the other Owners.
NOW THEREFORE, the Parties, for and in consideration of the mutual promises and
agreements herein continued, do agree to the following:
1. Definitions
Owners: The owners of the SECURE G2G Portal consisting of Los Angeles, Orange,
Riverside and San Diego Counties.
Participating County(ies): Any non-owner county that is part of the SECURE System
and uses the SECURE G2G Portal to electronically receive and return documents for
recording.
G2G MOU Page 1
SECURE G2G Portal: Refers to the SECURE Government to Government Portal.
Government Agency: The Agency or Department under this Agreement that submits
package(s) of documents electronically to an Owner or Participating County using the
SECURE G2G Portal for the purpose of electronically recording.
Operational Issues: Issues regarding the business rules that dictate what can be
recorded by an individual Owner county or Participating County.
Technical Issues: Issues regarding how the SECURE G2G Portal electronically
receives and returns recordable documents.
Infrastructure: The non-software components used to electronically receive and return
recordable documents through the SECURE G2G Portal.
Department Representative: The contact person within the Owner or Participating
County tasked with supervising the scanning personnel used for the act of electronic
recording.
SECURE: The Statewide Electronic Courier Universal Recording Environment
(SECURE) used by multiple participating counties to electronically receive and return
documents for recording.
Government to Government: The act of a county recorder recording a document for a
government entity through the SECURE G2G Portal.
2. Purpose
The purpose of this Memorandum of Understanding (MOU) is to define the requirements,
rules and policies needed for Parties to share in the use of the SECURE G2G Portal to
electronically record documents in a secure electronic recording environment.
3. Term
This Agreement shall become effective upon the signature of the Parties and shall expire
five (5) years thereafter unless terminated in writing by either party in accordance with this
Agreement.
4. Fees and Cost:
Government Agency is exempt from fees for SECURE G2G Portal system use, maintenance
and technical support. Government Agency may be held responsible to pay any other
applicable fees, taxes, and other charges, however denominated, for the recordation of
documents. Startup costs may include reimbursements for setup and tokens if applicable.
5. Elinibility
Established government agencies at the local, state or federal level, as defined below, will
be allowed to submit legal documents for electronic recording through the SECURE G2G
G2G MOU Page 2
Portal pursuant to California Government Code section 27279(b), which states in part "the
recorder of any county may, in lieu of written paper, accept for recording digitized images,
digital images, or both, of a recordable instrument, paper, or notice if the requester and
addressee for delivery of the recorded images are the same and can be readily identified as
a local or state government entity, or an agency, branch or instrumentality of the federal
government."
6. SECURE G2G Portal Recording Requirements
SECURE G2G Portal recording requirements and specifications are generally set forth in
Attachment A and Attachment B, incorporated herein by reference, to this Agreement.
6.1 Government Agency shall comply with any and all requirements and specifications.
6.2 Government Agency understands that the requirements and specifications may
change from time to time.
6.3 Government Agency understands that the requirements and specifications set forth in
the attachments could be specific to individual Owner or Participating Counties.
6.4 Government Agency acknowledges that the recording requirements and specifications
contained in the attachments may not be exhaustive of the recording requirements for
the individual Owners and Participating Counties.
6.5 Owners will provide written notice to the Government Agency within a reasonable
period of time if there are any changes to the requirements or spec cations.
6.6 Attachment A — Provides the technical specifications including submission methods,
communication protocol, security framework and imaging standards.
6.7 Attachment B — Contains the processing schedules, hours of operation, policies,
sample document types and authority, technical service contact and security incident
contact information for electronic recording with each individual Owner or Participating
County.
7. Government Agency Acknowledgments and Responsibilities
7.1 Government Agency must supply all electronic recording equipment, i.e., computer,
monitor, scanner, printer, an internet connection and a token from the Lead County, if
applicable.
7.2 The electronic documents or records shall be considered the "original' record of the
transaction in substitution for, and with the same intended effect as, paper documents
or records. In the case that such documents or records bear a digital or electronic
signature, those signatures shall have the same effect as paper documents or records
bearing handwritten signatures.
7.3 Government Agency is responsible for the accuracy, completeness and content of
documents submitted for Government to Government recording.
G2G MOU Page 3
7.4 Government Agency shall immediately notify Lead County of any security incident,
including but not limited to attempts at or actual unauthorized access which could
compromise or otherwise adversely affect SECURE's data systems.
7.5 Government Agency shall ensure that all security measures and credentials
implemented are protected. Government Agency assumes all responsibility for
documents submitted through unique credentials provided to Government Agency for
the purposes of engaging in Government to Government recording.
7.6 Government Agency is responsible for receiving and verifying receipt of documents
recorded to ensure that the source of the receipt is the county where the document
was to be recorded.
7.7 Government Agency shall address all Operational Issues related to the electronic
recording process with the individual Owner or Participating Counties.
7.8 Government Agency shall notify the Lead County of all problems involving Technical
Issues. Government Agency shall work in good faith with the Lead County to resolve
any Technical Issues. Resolution of Technical Issues may require Government
Agency to provide onsite access to Lead County.
7.9 Government Agency shall comply with each county's individual recording
requirements. Government Agency's submission of a document via the SECURE G2G
Portal for transmission to a particular county for recording does not guarantee the
document will be recorded by that individual County. Each Owner or Participating
County may have its own specific requirements for the recordation of documents
including, but not limited to, document types authorized for recording and payment
methods. Documents not meeting a county's specific requirements for recording may
be rejected by the respective county.
7.10 Following the electronic recordation of a document, Government Agency agrees to
deliver the original document and/or notify the real party in interest.
8. Lead County Responsibilities
8.1 Lead County shall conduct ongoing monitoring of the SECURE G2G Portal in an effort
to protect the integrity of the transmission process.
8.2 Lead County shall test and maintain the SECURE G2G Portal software and hardware.
8.3 If the SECURE G2G Portal experiences delays or power failures that interfere with the
normal course of business, the Lead County will work with the individual Participating
County and Government Agency until the problem has been remedied.
8.4 Lead County will coordinate the SECURE G2G Portal administration, training, policy
creation, access control and establishment of contracts required for Government
Agency to submit to Participating Counties.
G2G MOU Page 4
8.5 Lead County shall facilitate all communication between Government Agency and
Participating Counties.
9. SECURE G2G Portal Review
Government Agency's right to submit documents under this Agreement is subject to Owners
review and acceptance of Government Agency's standards and procedures. Such approval
will not be unreasonably withheld by Owners. This review is to confirm that all requirements
of this Agreement are met.
10. General Recording Requirements
Submission, acceptance, recording and rejection of any document must comply with all
applicable federal, state and local laws. County specific recording requirements are
generally set forth in Attachment B.
11. Suspension
Lead County may suspend Government Agency's submission of documents to the SECURE
G2G Portal, restrict access, or deny access to Government Agency and any of Government
Agency's individual staff members at any time in its sole discretion as it deems necessary.
Notice of suspension will be immediately provided to Government Agency by Lead County
on behalf of Owners. Government Agency may resume submission upon satisfactory
resolution of the reason for suspension after notification from the Lead County. Whether a
matter is resolved is determined solely by the SECURE Owners.
The following is a non-exhaustive list of reasons for suspension:
11.1 To protect the public interest.
11.2 To protect the integrity of public records.
11.3 To protect real property owners from financial harm.
11.4 To prevent fraud.
11.5 For Government Agency's violation of, or to prevent the violation of, any federal, state,
or local law.
11.6 For Government Agency's failure to notify Lead County of modifications which could
compromise or otherwise adversely affect SECURE's data systems.
11.7 For Government Agency's default of any provision of this Agreement.
12. Limitation of Liability
G2G MOU Page 5
Owners and Participating Counties shall be held harmless from and not incur any liability for
any damages whatsoever caused either directly or indirectly for:
12.1 Information electronically transmitted by the Government Agency.
12.2 Any breach of security, fraud or deceit resulting from electronic recording.
12.3 Damages resulting from software, hardware, or other equipment failure.
12.4 Delays or power failures that interfere with the normal course of electronic recording.
12.5 Restricting or terminating Government Agency's ability to electronically record
documents.
12.6 Claims, disputes or legal actions concerning an electronic transaction, including, but
not limited to, the accuracy, completeness or content of documents submitted for
recording.
12.7 Government Agency, Owners and Participating Counties shall not be liable to each
other for:
12.7.1 Any special, incidental, exemplary or consequential damages arising from
or as a result of any delay, omission or error in the electronic recording
transmission or receipt.
12.7.2 Any failure to perform processing of the transactions and documents
where such failure is beyond the parry's reasonable control (including,
without limitation, any mechanical, electronic or communications failure,
which prevents the parties from transmitting or receiving the electronic
recording transactions).
12.7.3 Except for payment and indemnity obligations hereunder, any cessation,
interruption or delay in the performance of an obligation hereunder due to
earthquake, flood, fire, storm, natural disaster, act of God, war, armed
conflict, terrorist action, labor strike, lockout boycott, provided that the
party relying upon this paragraph: (a) shall have given the other party
written notice thereof promptly and, in any event within five (5) days of
discovery thereof and, (b) shall take all reasonable steps reasonably
necessary under the circumstances to mitigate the effects of the force
majeure event upon which such notice is based in the event the force
majeure event described in this paragraph extends for a period in excess
of 3 days.
13. Indemnification
13.1 Owners and Participating Counties shall not be liable for, and Government Agency
shall defend and indemnify Parties against, any and all claims, demands, liability,
judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses,
damages, expenses, charges or costs of any kind or character, including attorneys'
G2G MOU Page 6
fees and court costs (hereinafter collectively referred to as"Claim" or"Claims"), related
to this Agreement and arising either directly or indirectly from any act, error, omission
or negligence of Government Agency or its contractors, licensees, agents, servants or
employees, including, without limitation, Claims caused by the concurrent negligent
act, error or omission, whether active or passive, of Owners. Government Agency shall
have no obligation, however, to defend or indemnify Owners from a Claim if it is
determined by a court of competent jurisdiction that such Claim was caused by the
sole negligence or willful misconduct of Owners.
13.2 In the event of fraud that arises directly or indirectly from Government Agency's
submission of a document through the SECURE G2G Portal for electronic recording
that impacts the value of or title to real estate, Government Agency shall defend and
indemnify the Owners (as defined in section 13.1, above) against any Claims (as
defined in section 13.1, above) for any Government to Government electronic
recording transaction in which the Government Agency engages.
14. Termination
14.1 Either party may terminate this Agreement for any reason by providing 30 calendar
days written notice of termination.
14.2 Owners may terminate this Agreement immediately if Government Agency is in default
of any of the terms of this Agreement.
14.3 Notwithstanding any other provision of this Agreement, the Owners may terminate this
Agreement immediately at any time in its sole discretion it deems necessary. The
following is a non-exhaustive list of reasons for termination:
14.3.1 To protect the public interest.
14.3.2 To protect the integrity of public records.
14.3.3 To protect real property owners from financial harm.
14.3.4 To prevent fraud.
14.3.5 For Government Agency's violation of, or to prevent the violation of, any
federal, state or local law.
14.3.6 The indemnification and limitation of liability provisions of this Agreement
shall survive any termination of this Agreement.
15. Dispute Resolution
Owners and Government Agency will attempt, in good faith, to resolve any controversy or
claim arising out of or relating to Government to Government electronic recording through
either negotiation or mediation prior to initiating litigation.
G2G MOU Page 7
16. Governing Laws and Venue
This Agreement has been negotiated and executed in the State of California and shall be
governed by and construed under the laws of the State of California. In the event of any
legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a
court of competent jurisdiction located in Orange County, California.
17. Amendment
Any amendments or modifications to this Agreement shall be in writing duly executed by
each party's authorized official, which shall become effective at a time mutually agreed
upon by the Parties. No alteration or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto, and no oral understanding or
Agreement not incorporated herein shall be binding on either party.
17. Assignment
This Agreement shall not be assigned by a party, either in whole or in part, without prior
written consent of other party. Any assignment or purported assignment of this Agreement
by a party without the prior written consent of the other party will be deemed void and of
no force or effect.
18. Entire Agreement
This Agreement contains the entire and complete understanding of the Parties and
supersedes any and all other agreements, oral or written, with respect to the terms under
this Agreement.
19. Parties in Interest
None of the provisions of this Agreement or any other document relating hereto provides
any rights or remedies to any person other than the Parties hereto and the Participating
Counties and their respective successors, transferees, assumers and assigns, if any.
20. Privileged and Confidential Information
The Government Agency agrees that all personal information, which is considered
privileged and confidential under state law contained within the documents submitted for
recording will not be released by the Government Agency to any individual or other legal
entity who would not otherwise have authorized access to such information. Any release of
information by the Government Agency to any unauthorized individual or other legal entity
may result in the Owners terminating this Agreement.
21. Waiver
No waiver of the breach of any of the covenants, agreements, restrictions, or conditions of
this Agreement by Owners shall be construed to be a waiver of any succeeding breach of
the same or other covenants, agreements, restrictions, or conditions of this Agreement. No
G2G MOU Page 8
delay or omission of Owners, in exercising any right, power or remedy herein provided in
the event of default shall be construed as a waiver thereof or acquiescence therein, or be
construed as a waiver of a variation of any of the terms of this Agreement.
22. Severability
If any term or portion of this Agreement is held to be invalid, illegal, void or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
23. Sections and Attachments
All sections and attachments referred to herein are attached hereto and incorporated by
reference.
24. Headings
The Agreement captions, clause, section and attachment headings used in this Agreement
are inserted for convenience of reference only and are not intended to define, limit or
affect the construction or interpretation of any term or provision hereof.
25. Notice
Any notice pursuant to this Agreement shall be in writing and deemed given when
delivered personally, sent by facsimile or deposited in United States mail, postage-
prepaid, to the Parties listed below. For reporting a security incident, the Government
Agency shall call the Lead County specified below. All notices, billings, or other
communications provided for this agreement shall be sent to the respective Counties as
provided in this paragraph.
26. Government Agency
Notices for the Government Agency will be sent to the Representative according to the
Information listed below.
26.1 Government Agency Department Head (please print):
Name:
Title:
Telephone M
Fax M
Email Address:
Street Address (location of equipment/software):
G2G MOU Page 9
City,State and Zip Code
26.2 Government Agency Representative:
Name:
Title:
Telephone#:
Email Address:
26.3 Lead County:
Orange County Clerk-Recorder
Attn: SECURE G2G Coordinator
12 Civic Center Plaza, Room 101,
Santa Ana, CA 92701
Fax: (714)834-5808
27 Sianatures in Counterparts:
This MOU may be executed in counterparts by the parties. This MOU is in effect as to
any signatory party upon execution and, for purposes of enforcement, true copies of
signatures shall be deemed to be original signatures.
G2G MOU Page 10
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed and
attested to by their proper officers thereunto duly authorized and their official seals to be
hereto affixed, as of the day and year first above written.
OWNERS
THE COUNTY OF ORANGE FOR ITSELF AND FOR OWNERS:
Approved By:
Signature:
Title:
Dated:
THE COUNTY OF ORANGE COUNTY COUNSEL
Approved as to form by:
Signature:
Title:
Dated:
GOVERNMENTAGENCY
DEPARTMENT OF (Government Agency):
Approved By:
Signature:
Title:
Dated:
G2G MOU Page 11
Attachment A - Technical Specifications
1. Submission Methods
SECURE G2G Portal User Interface (UI) — government agencies who will be scanning
paper or uploading image files directly into the SECURE G2G Portal must use a token
for authentication. Government agencies will receive recording confirmation via the Ul.
The UI allows user to upload a pre-scanned 300 DPI TIFF Group IV image or use a
browser scanner TWAIN plugin.
SECURE G2G Portal Web API (API) — government agencies that directly connect to the
API must adhere to the XSD standard. The XML files that are uploaded must include
Base64 encoded 300 DPI TIFF Group IV image files. This process does not require a
user to be involved in the transfer; it is an automatic process that will be programmed by
the submitter in conjunction with the County. Agencies will receive recorded information
via XML return package.
2. Communications Protocol
HTTPS is required for the submission of instruments.
3. Security Framework
The required security framework is provided for in the SECURE G2G Portal software.
The SECURE G2G Portal software shall use a minimum of 128 bit file and image
encryption. Industry standard Secure Sockets Layer(SSL) and user login with password
that is encrypted shall be employed. User passwords are controlled by the Government
Agency and at a minimum changed at 90 day intervals to reduce security exposure.
a) Endpoint Security (Authentication Token) - Government Agencies will require one
token for each agency staff member that will be utilizing the UI. For use of the token to
submit documents through the SECURE G2G Portal for recording electronically, please
refer to the SECURE G2G Portal User Manual.
b) Computers and User Accounts
Government agency computer(s) connected to the SECURE G2G Portal will have
system and application logging enabled with a retention period of 3 months. Lead
County may request reports of user access and transaction activity.
Computers on which documents originate shall have: (1) all critical operating system
patches applied within one month from when the patch first becomes available; (2) a
hardware firewall installed and maintained; (3) up to date virus scan software that shall
check for definition updates twenty-four hours; (4) screen lock must be configured for
activation after 10 minutes of inactivity; and, (5) complex passwords, as per Microsoft
password complexity requirements.
Shared user accounts may not be issued. At no time shall more than one person be
authorized access to the SECURE G2G Portal using a single SECURE G2G Portal user
G2G MOU Page 12
account (user account) or set of identity credentials. Each person shall be uniquely
identified. If a user's status changes, so that access to the SECURE G2G Portal is no
longer required, the users account and identity credentials shall be disabled and
revoked, but not deleted from the system. User accounts and identity credentials are
non-transferable.
4. Imaging Standards
The following imaging standards shall be complied with:
• Documents must be scanned or uploaded at 300 DPI TIFF Group IV image or
use a browser scanner TWAIN plugin.
• Documents will be scanned in portrait mode.
• All pages, including attachments, must be numbered sequentially.
• Documents must be scanned to original size.
• Document details, such as margins, font size and other similar requirements,
must meet all applicable state statute as set out in, Government Code Section
27361 at seq.
G2G MOU Page 13
Attachment B—Orange County
1. Hours of Operation
8:00 a.m. Recording Time:Title Company documents may be submitted from 4:01 P.M. the
previous day to 7:30 a.m. (Pacific Time).
Daily Documents: May be submitted from 7:31 a.m. to 4:00 p.m. (Pacific Time), Monday
through Friday, excluding County Holidays,for same day recording.
2. Types of Documents and Turnaround Timeframes
8:00 a.m.: (Type 1 and 2 Title Company Documents):
Documents submitted under this category will be recorded and returned daily on a First In-First
Out("FIFO")basis.
Daily: (Type 1 and 2 Documents):
Documents submitted under this category will be recorded on a FIFO basis, and will be returned
daily.
3. Concurrent Documents
Authorized Submitter must identify concurrent documents. Documents shall be identified and
submitted in the proper recording order; i.e., 1 of 3,2 of 3 etc. Concurrent documents shall be
submitted as one package and shall not be combined with additional orders.
4. Processing Schedules
Corrections must be resubmitted within 30 minutes of return from Orange County.
Resubmission of rejected document(s)will only be accepted if they are submitted prior to 4:00
p.m. on the same day. Corrections not resubmitted timely will result in the return of the entire
package.
5. Package Submittals
Before submitting any document the Authorized Submitter must be approved. Orange County
allows submitters to use the package name of their choice as long as it meets the following
requirements:
• Keep it simple.A good example of a simple package name is ABCD1234.
• Package name should be short and not contain any spaces.
Submitter shall limit the size of each package to a maximum of 25 documents.
1
6. Recording Fees
All fees shall be submitted according to the Orange County Clerk-Recorder Department's
approved Financial Services Unit accounting procedures.
Submitters identified as failing to submit proper fees or incurring Non Sufficient Fund("NSF")
checks will be blocked from submitting documents until financial issues are resolved.
7. Return Options
Recorded documents will be returned to the Authorized Submitter in electronic format after
recordation is complete. Recorded documents will contain the recording label,which includes
the fees associated with the document being recorded.
Counties owning SECURE software reserve the right to make changes to the indexing and/or
Document Transfer Tax information as necessary.
Submitted documents that are rejected either as a correction or a reject/pull will be returned to
the Authorized Submitter in electronic formal along with a description of the reason(s)for
rejection.
8. Illegible Documents
Authorized Submitter is responsible for scanning at 200 dial and performing quality assurance
on each page of all documents to ensure compliance with photographically reproducible
standards. Documents or page(s)not meeting this requirement will be rejected for rescanning
and submission.
9. Preliminary Change of Ownership Report(PCOR)
PCOR's shall be scanned and submitted as a separate attachment to the document.
Documents containing PCOR's as part of the recordable document will be rejected and returned
to the submitter for correction.
10. Non-Disclosure Statements also known as Not for Public Record ("NPR")
Non-Disclosure Statements shall be scanned and submitted as a separate attachment to the
document. Documents containing a Non-Disclosure Statement as part of the recordable
document will be rejected and returned to the submitter for correction.
Authorized Submitter shall mask the applicable taxes on the face of the document.
11. Technical Service Help and Security Incident Contact Information
If assistance is needed for technical issues or a security issue needs to be reported, contact
(714)478-9891 between the hours of 7:00 a.m.and 5:00 p.m.
12. Payment Options
Authorized Submitter is responsible for the recording fees of any document submitted and must
submit checks prior to recording and no later than 8:00 a.m. on the same day.
2
13. Account Setup Procedures
The Authorized Submitter must complete the applicable Memorandum of Understanding and
submit it for approval. Once approved a Customer ID for billing purpose will be created and the
account activated.
14. Reportino and Reconciliation
An invoice is printed daily and mailed to the Authorized Submitter. Authorized Submitter is
responsible for verifying the invoice and contacting the department if a discrepancy is found.
Authorized Submitter.
Signed and Approved By: Date:
Printed Name:
Title:
Telephone#: Email Address:
Revised 5HS15
3
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or .Dir.
10/14/15 10/28/15
AGENDA REPORT ItemNumber Item Number
4 12
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: GENERAL MANAGER APPROVED PURCHASES
GENERAL MANAGER'S RECOMMENDATION
Receive and file District purchases made under the General Manager's authority for the period
of July 1, 2015— September 30, 2015.
SUMMARY
In accordance with Board purchasing policies, Ordinance OCSD47, the General Manager has
authority to approve purchases between $50,000 and $100,000. Below is a summary of
General Manager approved purchases exceeding $50,000 for the first quarter of fiscal year
2015-16.
SUMMARY
Vendor Name Amount Department Description/Discussion
AMERICAN General Travel Blanket Order
EXPRESS TVL $60,000.00 Manager's GM 1.2, Section V(b) (1) & (2), and
RELATED SVCS Office V c
CAROLLO Administrative Non-Res Rebate/Customer Use
ENGINEERS $88,500.00 Services Analysis
FOUNTAIN VAL Sole Source # 1319
DLT SOLUTIONS Administrative Support Renewal — 3 Years with
LLC $61,176.08 Services Discount
EFF: 9/27/15 - 9/26/18
EN POINTE $64,000.00 Administrative MS Premier Support
TECHNOLOGIES Services Sole Source # 1306
PARKER DIVING $92 47700 Support Facilities 120" & 78" Routing Inspection
SERVICE LLC . Services Solele Sou Source # 1274
QUINN POWER Operations & Load Bank & Reliability Test ESPA &
SYSTEMS $61,166.40 Maintenance HDWRKS
Sole Source # 1309
RJ NOBLE Facilities Manhole Adjustments
COMPANY $51,800.00 Support Services Sole Source # 1303
Page 1 of 2
Vendor Name Amount Department Description/Discussion
SANCON Facilities Pipeline Rehabilitation
ENGINEERING INC $75,000.00 Support Sole Source # 1301
Services
SIEMENS DEMAG Class II Service/Repair of Turbex
DELAVAL $67,636.00 Operations & Blower
TURBOMACHINERY Maintenance Sole Source # 1313
YALE / CHASE Facilities 2015 Taylor Dunn Bigfoot Carts
MATERIALS $56,585.25 Support Board Sole Source M.O. 3/28/01 Item
HANDLING Services 12 c
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
N/A
CEQA
N/A
ATTACHMENT
N/A
Page 2 of 2
ITEM NO. 13
MINUTES OF THE
STEERING COMMITTEE
Orange County Sanitation District
Wednesday, September 23, 2015 at 5:00 p.m.
A regular meeting of the Steering Committee of the Orange County Sanitation
District was called to order by Chair Beamish on Wednesday, September 23, 2015
at 5:02 p.m. in the Administration Building of the Orange County Sanitation District.
Chair Nielsen led the Pledge of Allegiance.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Nielsen, Chair Jim Herberg, General Manager
Greg Sebourn, Vice-Chair Bob Ghirelli, Assistant General
Keith Curry, Administration Committee Manager
Chair Rob Thompson, Director of
John Withers, Operations Committee Engineering
Chair Lorenzo Tyner, Director of Finance &
Tom Beamish, Member-At-Large Administrative Services
David Shawver, Member-At-Large Ed Torres, Director of Operations &
Maintenance
COMMITTEE MEMBERS ABSENT: Nick Arhontes, Director of Facility
Lucille Kring, Member-At-Large Support Services
Kelly A. Lore, Clerk of the Board
Jennifer Cabral
Rhea De Guzman
Norbert Gaia
Al Garcia
Tim Luu
Laura Maravilla
Sarah Redinger
Richard Spencer
Christina Stanford
OTHERS PRESENT:
Brad Hogin, General Counsel
Roger A. Cerda, Esq., Alston & Bird LL
PUBLIC COMMENTS:
None.
09/23/2015 Steering Committee Minutes Page 1 d6
REPORTS:
Chair Nielsen provided a report on Legislative Affairs including: H.R. 3353 — Clean
Water Act Citizen Suit Reform and the California Emergency Drought Relief
Assistance bill (S. 1894); and drafting letters of supportfor both of these bills for action
by the Committee in October. He stated that Townsend Public Affairs team attended
the Committee this month and provided a State political update as well as a briefing
on SB 350. He stated that at his request, staff is working with CASA to attend an
upcoming Legislative and Public Affairs Committee Meeting to presenttheir legislative
platform; and also working with ACC-OC to coordinate an event that will be hosted
here at OCSD in the future, to tour both OCSD and GWRS with a presentation by
SAWPA and OCSD.
Chair Nielsen further reported on recent Communicator Awards received; educational
outreach efforts which allowed OCSD to reach approximately 1,300 people through
tours and events in the month of July and August; and the expansion of OCSD's tour
program both in number of visitors (13%) as well as the number of tours offered. He
also reminded the Board of the upcoming State of the District event to be held on
October 16, 2015.
General Manager Jim Herberg informed the directors of the District's preparations for
the anticipated wet weather associated with El Nino, including training exercises, drills
and coordinating with local, regional and federal agencies on preparedness efforts.
He stated that he and staff had attended a meeting today at the Orange County EOC;
coordinating with OC Flood Control and the National Weather service in which
preparations were coordinated.
Mr. Herberg announced the following: final General Manager's work plan is included
in tonight's agenda; an upcoming Special Board Meeting to be held on October 21,
2015 at 6:00 p.m. to discuss the Strategic Plan Update; and the OCSD District tour
for State Senator Janet Nguyen on October 28th. He also stated that on Sept. 16th the
GWRS hit 100 mgd.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
August 26, 2015 Regular Steering Committee Meeting.
AYES: Beamish; Curry; Nielsen; Sebourn; Shawver and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kring
09/23/2015 Steering Committee Minutes Page 2 of 6
2. GENERAL MANAGER'S FY 2015-2016 WORK PLAN (Jim Herberg)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the
Board of Directors to: Receive and file the General Manager's FY 2015-16
Work Plan.
AYES: Beamish; Curry; Nielsen; Sebourn; Shawver and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kring
3. SALES TAXES FOR CHEMICAL PURCHASES (Brad Hogin)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board
of Directors to: Approve Sole Source Agreements for Tax Consulting and
Advocacy Services with Equity Recovery Solutions and Reed Smith regarding
pursuit of refunds for sales tax paid on chemical purchases.
AYES: Beamish; Curry; Nielsen; Sebourn; Shawver and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kring
NON-CONSENT CALENDAR:
Assistant General Manager, Bob Ghirelli, provided a brief presentation and answered
questions regarding Item 4, which is returning to the committee for approval.
4. LOCAL 501 MOU REOPENERS FOR ARTICLE 19 — STANDBY PAY,
ARTICLE 26 — SHIFT DIFFERENTIAL, & ARTICLE 49.2 — RELIEF
OPERATOR (Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the
Board of Directors to: Adopt Resolution No. OCSD 15-19, entitled, "A
Resolution of the Board of Directors of the Orange County Sanitation District
Approving Standby Pay Changes Identified through the International Union of
Operating Engineers Local 501 (Local 501) 2015 Reopener Negotiations."
AYES: Beamish; Curry; Nielsen; Sebourn; Shawver and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kring
09/23/2015 Steering Committee Minutes Page 3 of 6
5. General Manager Jim Herberg, introduced item 5 and provided a brief
presentation including the accomplishments of the agency.
EXECUTIVE MANAGEMENT TEAM COMPENSATION AND BENEFITS
AND MANAGER GROUP COMPENSATION (Jim Herberg)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the
Board of Directors to:
A. Adopt Resolution No. OCSD 15-20 entitled, "A Resolution of the Board
of Directors of the Orange County Sanitation District approving salary
increases, salary range adjustments, performance-based increases, the
distribution of any remaining funds based on changes to scope, duties
or responsibilities and changes to benefits for At-Will Executive
Management Team employees for Fiscal Year 2015-2016," authorizing
the General Manager to implement a base building salary increase and
corresponding salary range adjustment of 2% retroactive to July 10,
2015; a performance-based base building increase at the discretion of
the General Manager; the distribution of any remaining funds, as a non-
base building payment, to specific Executive Management Team
incumbents based on changes to scope, duties or responsibilities; and
a one-time irrevocable election for the Executive Management Team to
transition from Executive Benefits to Organizational Benefits, for a total
NTE amount of$78,688.
B. Adopt Resolution No. OCSD 15-21 entitled, "A Resolution of the Board
of Directors of the Orange County Sanitation District approving changes
to the salary schedule, salary increases, performance-based increases,
and the distribution of any remaining funds based on changes to scope,
duties or responsibilities for unrepresented management employees for
Fiscal Year 2015-2016," authorizing the General Manager to implement
changes to the Manager Group salary schedule that eliminates the
control point and reduces the range maximum; a base building salary
increase of 2% retroactive to July 10, 2015; a performance-based base
building increase at the discretion of the General Manager and
Department Head; and the distribution of any remaining funds, as a non-
base building payment, to specific Manager Group incumbents based
on changes to scope, duties or responsibilities, for a total NTE amount
of$114,000.
AYES: Beamish; Curry; Nielsen; Sebourn; Shawver and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kring
09/23/2015 Steering Committee Minutes Page 4 of 6
Mr. Herberg introduced item 6, and stated that this report and recommendation
incorporates exactly what was directed by the committee. The Committee
stated their satisfaction in the revisions.
6. CLASSIFICATION & COMPENSATION STUDIES — COMPARISON
AGENCIES (Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the
Board of Directors to: Approve the list of 17 comparison agencies selected by
OCSD in collaboration with stakeholder groups, and begin the next phase of
the Classification & Compensation Studies, which includes a labor market
survey.
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS: 54956.9(d)(1); 54957.6
The Committee convened in closed session at 5:15 p.m. to discuss two items.
Confidential minutes of the Closed Session have been prepared in accordance with
the above Government Code Sections and are maintained by the Clerk of the Board
in the Official Book of Confidential Minutes of Board and Committee Closed Meetings.
RECONVENED IN REGULAR SESSION:
The Committee reconvened in regular session at 6:00 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
None.
09/23/2015 Steering Committee Minutes Page 5 of 6
ADJOURNMENT:
The Chair declared the meeting adjourned at 6:00 p.m. to the next Steering
Committee meeting to be held on Wednesday, October 28, 2015 at 5:00 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
09/23/2015 Steering Committee Minutes Page 6 of 6
ITEM NO.14
MINUTES OF THE
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE
Orange County Sanitation District
Monday October 12, 2015, at 3:30 p.m.
A regular meeting of the Legislative and Public Affairs Committee was called to order
by Chair Nielsen on Monday, October 12, 2015 at 3:43 p.m., in the Administration
Building of the Orange County Sanitation District.
Director Kring led the pledge of allegiance.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Nielsen, Board Chair Jim Herberg, General Manager
Greg Sebourn, Board Vice-Chair Bob Ghirelli, Assistant General Manager
Tom Beamish, Director Nick Arhontes, Director of Facilities
Robert Kiley, Director Support Services
Lucille Kring, Director Rob Thompson, Director of Engineering
Lorenzo Tyner, Director of Finance &
COMMITTEE MEMBERS ABSENT: Administrative Services
Tyler Diep, Director Kelly Lore, Clerk of the Board
John Withers, Director Jennifer Cabral
Norbert Gaia
Al Garcia
Rebecca Long
Kelly Newell
OTHERS PRESENT:
Brad Hogin, General Counsel
Eric Sapirstein, ENS (via Teleconference)
Eric O'Donnell, Townsend Public Affairs
Casey Elliott, Townsend Public Affairs (via
Teleconference)
Cori Williams, Townsend Public Affairs
PUBLIC COMMENTS:
None.
Chair Nielsen asked that the Information Items be heard first.
10/12/2015 Legislative and Public Affairs Committee Minutes Page 1 of 5
INFORMATION ITEMS:
2. PUBLIC AFFAIRS UPDATE (Jennifer Cabral)
Principal Public Affairs Specialist, Jennifer Cabral reported on tours and
events for September, reaching approximately 1000 people with speaking
engagements and community outreach which included: Coastal Cleanup day
at Crystal Cove State Beach; Huntington Beach and Newport Beach Eco
Green Fairs; and Placentia Heritage Fair. She also announced an upcoming
event-Wings, Wheels, Rotors & EXPO 2015 on Sunday, October 25 at 9:00
a.m. Ms. Cabral notified the committee that community events will be dark
for a few months due to short staffing.
Ms. Cabral provided photos of events and media clips including: Bloomberg
news interview and tour on GW RS was conducted with General Manager Jim
Herberg and OCWD General Manager Mike Markus; completion of a
documentary about drought issues worldwide with ARTE TV (comparable to
public television), with over 50 million viewers in German and French
speaking countries of Europe; USC students interview of Director of
Engineering, Rob Thompson; and the Singapore Public Utility Board. She
also reported on recent social media activity.
3. INSIDE THE OUTDOORS REPORT (Jennifer Cabral)
Public Affairs Specialist, Kelly Newell provided an informative presentation
on the Inside the Outdoors Program including number of students reached at
eight elementary schools and five high schools, which exceeded the original
targets; and each of the program details. The target goal for fiscal year
2015/16 will be to reach 1700 students.
Ms. Newell and Ms. Cabral responded to questions regarding: feedback
received from Inside the Outdoors, teachers and parents; Charter schools
and possible grant opportunities for bussing which would allow the students
to visit the District for a more hands on experience.
4. LEGISLATIVE UPDATE (Rebecca Long)
Senior Public Affairs Specialist, Rebecca Long, reminded the committee of
the upcoming State of the District Breakfast to be held on Friday, October 16
at 8:00 a.m. and an upcoming tour with Senator Janet Nguyen on October
28.
Eric Sapirstein, ENS Resources informed the committee that over the next
few weeks, the House Republican committee will decide on new leaders, and
discussed how these changes could affect the budget and limits, defense
spending and water infrastructure programs. He further reported on Senator
10/12/2015 Legislative and Public Affairs Committee Minutes Page 2 of
Feinstein emergency drought relief assistance which amounts to
approximately 55 million to conceivably assist agencies such as ours.
Mr. Sapirstein reported thatthe Committee on Energy and Natural Resources
hearing on Senator Feinstein's drought bill, S. 1894 and HR 2898 was held
on October 8, where the senator testified that she has a list of 105 priority
agencies (including OCSD)for federal funding if her bill is adopted. Senator
Murkowski has also indicated her intention to develop a western states
drought relief bill which would address alternative water supply infrastructure.
Mr. Sapirstein will keep the district informed of these and any other upcoming
bills.
Casey Elliott, Townsend and Associates, provided an update on the
Governors' recently signed bills (800)and vetoed bills (133). Reasons for the
14% veto rate, bills that were vetoed, and signed bills including: SB 350
(de Leon), AB 888 (Bloom), and SB 355 (Lars) were reported to the
committee.
Cori Williams, Townsend and Associates, stated that active bill SB 163
(Hertsberg) regarding Wastewater treatment: recycled water, is in the
committee process and will be followed. Ms. Williams also reported on
funding for existing Cap and Trade and water programs.
Ms. Cabral announced that Ms. Long has taken a seat on the CASA state
legislative committee, and announced that CASA is scheduled to present
their platform to the committee at an upcoming meeting.
CONSENT ITEMS:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED and DULY CARRIED TO: Approve minutes for the
Committee meeting held on September 14, 2015.
AYES: Beamish, Kiley, Kring, and Nielsen
NOES: None
ABSTENTIONS: None
ABSENT: Diep, Seboum and Withers
NON-CONSENT CALENDAR:
Ms. Long provided a brief introduction to Item 5.
5. LETTERS OF SUPPORT (Rebecca Long)
10/12/2015 Legislative and Public Attains Committee Minutes Page 3of5
MOVED, SECONDED and DULY CARRIED TO: Approve the following
letters of support:
A. Support for Ongoing Drought Assistance
B. The California Emergency Drought Relief Act 2015 Senate Bill
(S.1894)
C. Clean Water Citizen Suit Act (HR 3353)
AYES: Beamish, Kiley, Kring, and Nielsen
NOES: None
ABSTENTIONS: None
ABSENT: Diep, Sebourn and Withers
Vice-Chair Sebourn arrived at the meeting at 4:15 p.m.
Assistant General Manager, Bob Ghirelli provided a brief presentation of Item 6,
including the selection committee, application process, review and the final criteria
for awarding scholarships.
6. AUTHORIZATION OF CONTRIBUTION TO CASA EDUCATION
FOUNDATION SCHOLARSHIP FUND (Bob Ghirelli)
MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board
of Directors to: Adopt Resolution No. OCSD 15-XX, entitled "A Resolution of
the Board of Directors of the Orange County Sanitation District approving an
annual contribution in the amount of $5,000 to the California Association of
Sanitation Agencies (CASA) Education Foundation beginning in
FY 2015-2016."
AYES: Beamish, Kiley, Kring, Nielsen and Sebourn
NOES: None
ABSTENTIONS: None
ABSENT: Diep and Withers
REPORTS:
General Manager, Jim Herberg, reported on the following: Attendance at the recent
WEFTEC 2015 conference in Chicago which included: utility leadership sessions; a
meeting with the Deputy Director of the EPA and 30+ other utility leaders; attended
the utility executive forum; and provided a presentation on overcoming barriers to
recycling at innovation pavilion. The theme of conference was water resource
recovery. OCSD also received the WEFTEC national safety award.
Mr. Ghirelli stated that it was staffs intention to renew the two legislative lobbyist
contracts for the available renewal period. There was no objection from the
committee.
10/12/2015 Legislative and Public Affairs Committee Minutes Page 4 of
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
Chair Nielsen inquired as to the status of the Proposition 84 grant funding and was
informed by staff that the projects are in the final approval stages and should be
funded sometime in November.
ADJOURNMENT:
Chair Nielsen declared the meeting adjourned at 4:18 p.m. to the next Legislative
and Public Affairs Committee Meeting, November 9, 2015 at 9:00 a.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
10/12/2015 Legislative and Public Affairs Committee Minutes Page 5 of 5
LEGISLATIVE AND PUBLIC AFFAIRS MEETING Meeth,Dale TOBd 011Dir.
l0112115 lots/15
AGENDA REPORT Item Number Item Nu bar 5
6 1
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Robert Ghirelli, Assistant General Manager
SUBJECT: AUTHORIZATION OF CONTRIBUTION TO CASA EDUCATION
FOUNDATION SCHOLARSHIP FUND
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 15-22, entitled "A Resolution of the Board of Directors of
the Orange County Sanitation District approving an annual contribution in the amount of
$5,000 to the California Association of Sanitation Agencies (CASA) Education
Foundation beginning in FY 2015-2016."
SUMMARY
CASA represents the interests of local clean water agencies in California that treat
wastewater and produce renewable resources such as recycled water, clean energy
and soil enhancements (biosolids). Recognizing the need to recruit new professionals
into the industry, CASA members encouraged the association to establish the CASA
Education Foundation, a non-profit 501(c)(3) organization committed to raising money
and offering competitive scholarships to support undergraduate students seeking
degrees connected to working at a local public wastewater facility.
Founded in 2013, the CASA Education Foundation was established to provide
scholarships that contribute to a student's academic development and career potential
in the wastewater field. The Foundation's goals are to expose students to careers in the
clean water community and increase the visibility of California's publicly owned
wastewater agencies with the public, civic leaders and the academic community.
Each year the CASA Education Foundation awards competitive scholarships to
students pursuing higher education in engineering, environmental science, public
administration, or other related fields, and who show an interest in serving the
wastewater (clean water) industry. The Foundation awarded three $5000 scholarships
in 2014 and three $5000 scholarships in 2015.
Scholarship funds are obtained through fundraising events, individual contributions and
organizational contributions. The Education Foundation is reaching out to CASA
member agencies for contributions as a means to generate a sustainable stream of
income to support and possibly expand the scholarship program.
Page 1 of 2
PRIOR COMMITTEE/BOARD ACTIONS
None.
ADDITIONAL INFORMATION
N/A
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
The funds for this contribution will be derived from the OCSD Operating Budget and
included in the annual budget.
ATTACHMENT
The following attachment(s) is included in hard copy and may also be viewed on-line at the OCSD
website(www.ocsd.com) with the complete agenda package:
• Resolution No. OCSD 15-22
Page 2 of 2
RESOLUTION NO. OCSD 15-22
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT APPROVING
AN ANNUAL CONTRIBUTION OF $5,000 TO THE
CALIFORNIA ASSOCIATION OF SANITATION AGENCIES
(CASA) EDUCATION FOUNDATION SCHOLARSHIP FUND
BEGINNING FY 2015-2016
WHEREAS, the CASA Education Foundation administers a scholarship fund
whose goal is to enhance the future of California's clean water industry by attracting new
professionals into the industry.
WHEREAS, the purpose of the scholarships is to help students in California
pursuing undergraduate degrees in engineering, environmental science, public
administration, wastewater operations, or other related fields, and showing an interest in
serving the clean water industry.
WHEREAS, the scholarships are awarded on a competitive basis to an
undergraduate student enrolled in an accredited California college or university, as
determined by the applicant's academic achievement, community involvement, and
commitment to a career in a clean water agency.
WHEREAS, the goal of the CASA Education Foundation is to annually issue three
or more scholarships in the amount of$5,000 each.
WHEREAS, the CASA Education Foundation awarded three $5,000 scholarships
in 2014 and three $5,000 scholarship in 2015.
WHEREAS, the Education Foundation is seeking financial contributions from
CASA member agencies to support the scholarship fund and provide funding for future
scholarships.
WHEREAS, the mission of the CASA Education Foundation supports the
Sanitation District's goals of 1) supporting environmental education and career
opportunities for students, 2) developing and recruiting the talent necessary to design,
operate and maintain our wastewater infrastructure, and 3) preparing the next generation
of professionals to serve the clean water industry.
NOW, THEREFORE the Board of Directors of the Orange County Sanitation
District DOES HEREBY RESOLVE, DETERMINE AND ORDER:
OCSD 15-22-1
The Board of Directors supports the efforts of the CASA Education Foundation to
attract new professionals into the clean water industry and hereby approves an annual
contribution of $5,000, to the CASA Education Foundation Scholarship Fund for the
purpose of funding scholarships to California students.
The Board of Directors hereby authorizes and directs the General Manager to
allocate the amount of$5,000 in the annual budget, beginning FY 2015-16, for the CASA
Education Foundation Scholarship Fund.
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the
Orange County Sanitation District, at a regular meeting held on October 28, 2015.
John Nielsen
Board Chair
Kelly A. Lore
Clerk of the Board
OCSD 15-22-2
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 15-22 was passed and
adopted at a regular meeting of said Board on the 28th day of October 2015, by the
following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
of Orange County Sanitation District this 28'h day of October 2015.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 15-22-3
STEERING COMMITTEE Meeting Date TOBE.Or .Dir.
10/28/15 10/28/15
AGENDA REPORT Item Item Number
2 16
Orange County Sanitation District
FROM: John Nielsen, Board Chair
SUBJECT: GENERAL MANAGER COMPENSATION AND BENEFITS
BOARD CHAIR'S RECOMMENDATION
Adopt Resolution No. OCSD 15-23 entitled, "A Resolution of the Board of Directors of the
Orange County Sanitation District approving salary increase, salary range adjustment,
and changes to benefits for the General Manager for Fiscal Year 2015-2016,"authorizing
the Board Chair to implement a base building salary increase and corresponding salary
range adjustment of 7% retroactive to July 10, 2015, and changes to the benefits package
for the General Manager, for a total amount not to exceed $41,107.
SUMMARY
The General Manager is employed on an At-Will basis, and serves at the pleasure of the
Board of Directors.
Since the General Manager was appointed to this position in April 2013, the Board has
approved one (1) base building salary increase of 3% and a corresponding salary range
adjustment in Fiscal Year 2014-2015.
The Board Chair is recommending a base building salary increase and corresponding
salary range adjustment of 7%, at a total cost not to exceed $15,501, for Fiscal Year
2015-2016. The proposed 7% base building salary increase and the corresponding
salary range adjustment would move the General Manager's salary range market position
from the 20th percentile to the 26th percentile for Fiscal Year 2015-2016. Similarly, the
proposed salary increase would move OCSD's General Manager's market position in
terms of incumbents' (OCSD's comparison agencies) salaries and total compensation,
from the tat percentile to 9th percentile of peers' salaries, and from the 3rd percentile to
15th percentile of peers' total compensation. The General Manager's market position will
be revisited through the current comprehensive classification and compensation study,
which will provide the Board with data for consideration on an organization-wide structural
alignment of its pay systems.
Pursuant to the understanding with the General Manager at the beginning of negotiations,
the salary changes would take effect retroactively to July 10, 2015, the first pay period in
the current fiscal year.
The Board Chair also recommends implementing changes to the General Manager's
benefits package to more closely align with those offered to represented and
unrepresented employees, at a projected cost of$25,606.
Page 1 d 3
The net total cost for all proposed compensation and benefit changes for the General
Manager is not to exceed $41,107.
PRIOR COMMITTEE/BOARD ACTIONS
August 2015 — Board authorized the Chair to initiate discussions with the General
Manager regarding his compensation and benefits package in closed session.
June 2015 — Steering Committee conducted the annual performance evaluation of the
General Manager in closed session.
November 2014 — Board approved Resolution No. OCSD 14-15, approving a base
building salary increase for the General Manager of 3% of salary and to adjust the
corresponding salary range by 3% for FY 2014-2015, effective July 11, 2014.
June 2014 — Steering Committee conducted the annual performance evaluation of the
General Manager in closed session.
February 2013 — Board approved appointment of James D. Herberg to the position of
General Manager and approved the current compensation and benefits package,
effective April 1, 2013.
ADDITIONAL INFORMATION
The General Manager provides leadership, strategic direction, and organizational
oversight at OCSD. This position serves as the chief executive officer, and it is integral
and critical to the success of the agency.
During the past year, under the direction of the General Manager, the Sanitation District
completed significant goals as set forth by the Board of Directors, including:
• Reduced planned user fee increases;
• Reaffirmed AAA credit ratings;
• Paid down unfunded retirement liabilities, resulting in $6 million of annual savings;
• $75 million in other operations savings identified over the next ten-year forecasting
period;
• No staff increases;
• No additional debt;
• Secured a $450,000 grant for future water recycling study;
• Ceased bleach disinfection of our effluent saving $425,000 per year;
• Completed phase 1 of the Newport Forcemain Replacement Project;
• Increased flows to GWRS by 30% to 130 mgd;
• Achieved labor agreements with bargaining units;
• Relocation of Santa Ana River Interceptor from the flood plain (by County of
Orange); and
• Received numerous national awards including NAWCA Peak Performance Award
for 100% compliance, US top 10 Fleets, Budget and Procurement Awards, WEF
Plant Safety Award, to name a few.
Page 2 d 3
The current At-Will Employment Agreement for General Manager James D. Herberg
became effective July 1, 2014. The General Manager's current annual base salary is
$221,449.
Annually, the Steering Committee makes its recommendation to the Board concerning
adjustments to the General Manager's compensation package. Section 6 of the At-Will
Employment Agreement specifies the following: "District's Steering Committee shall meet
with General Manager in August of each year during the term of this Agreement to review
and evaluate his performance over the prior year. The Steering Committee shall make its
recommendation(s) to the Board concerning adjustment to the compensation and/or
benefits paid or provided to General Manager, to be effective in July of the year of review.
After consideration of the recommendation(s) of the Steering Committee, the Board shall
determine and approve the compensation, including benefits, payable to General
Manager, which generally becomes effective July of the fiscal year of the review."
OCSD is committed to maintaining a competitive compensation market position that
attracts and retains top employment talent. It is OCSD's philosophy to compensate
employees competitively and equitably, and understanding the relative market position
assists in that determination. The proposed base building salary increase effective July
2015 will ensure OCSD maintains a competitive compensation market position to
continue to attract and retain this critical positions.
The proposed benefits package would include those benefits offered to represented and
unrepresented employees, including medical, dental, vision, disability insurance and paid
leave. The General Manager's benefits package also will include additional life insurance
coverage at two times (2x) salary, auto allowance, 6% plus $1,250 investment incentive
salary (IIS), and a $5,000 employer-paid 457(b) deferred compensation contribution.
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
The funds for this increase were included in the OCSD Operating Budget for FY 2015-
2016.
ATTACHMENTS
• Resolution No. OCSD 15-23
• General Manager Pay Table, July 2014
• Proposed General Manager Pay Table, July 2015
Page 3 of 3
RESOLUTION NO. OCSD 15-23
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT APPROVING SALARY INCREASE,
SALARY RANGE ADJUSTMENT, AND CHANGES TO BENEFITS FOR
THE GENERAL MANAGER FOR FISCAL YEAR 2015-2016
WHEREAS, the General Manager provides organizational leadership, strategic
direction, and District oversight for Orange County Sanitation District (OCSD); and
WHEREAS, the General Manager serves an at-will employment status, which may
be terminated at any time by the Board with or without cause with no liability; and
WHEREAS, it is OCSD's philosophy to compensate employee classifications
competitively, which currently can be achieved through alignment with the salary market;
and
WHEREAS, the July 1, 2014, At-Will Agreement with the General Manager
provides that, "District's Steering Committee shall meet with General Manager in August
of each year during the term of this Agreement to review and evaluate his performance
over the prior year. The Steering Committee shall make its recommendation(s) to the
Board concerning adjustment to the compensation and/or benefits paid or provided to
General Manager, to be effective in July of the year of review. After consideration of the
recommendation(s) of the Steering Committee, the Board shall determine and approve
the compensation, including benefits, payable to General Manager, which generally
becomes effective July of the fiscal year of the review"; and
WHEREAS, the Steering Committee commenced its review of the General
Manager's performance in June 2015, finalized its review and made its recommendation
to the Board on October 28, 2015.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER:
1. That the Board of Directors hereby authorizes and approves the following
changes to General Manager's salary, which shall become effective
retroactively to the first pay period of July 2015:
a. Abase building salary increase for the General Manager of 7% of salary
and to adjust the corresponding salary range by 7%.
2. That the Board Chair, or his designee, is authorized to implement the changes
to salary range and salary approved herein.
OCSD 15-23-1
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
October 28, 2015.
John Nielsen
Board Chair
ATTEST:
Kelly Lore,
Clerk of the Board
OCSD 15-23-2
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 15-23 was passed and
adopted at a regular meeting of said Board on the 281h day of October 2015, by the
following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
of Orange County Sanitation District this 281h day of October 2015.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 15-23-3
General Manager Pay Tables
July 2014 and Proposed 2015
Orange County Sanitation District
Classification and Compensation Plan
Rates Effective July 1, 2014
GENERAL MANAGER
Classification Pay Grade I Minimum I Midpoint I Control Point I Maximum
General Manager I EMT120 1 $ 176,5901 $ 220,739 1 $ 238,399 $ 264,887
Orange County Sanitation District
Classification and Compensation Plan
PROPOSED Rates Effective July 1, 2015
GENERAL MANAGER
Classification I Pay Grade I Minimum I Midpoint I Control Point I Maximum
General Manager I EMT120 1 $ 188,9521 $ 236,1911 $ 255,087 $ 283,429
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
ICS Incident Command System
IERP Integrated Emergency Control Plan
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
GOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
POTW Publicly Owned Treatment Works
ppm Parts per million
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
Glossary of Terms and Abbreviations
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAWPA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or
near the seabed, also know as the benthic zone.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
Certificate of Participation (COP) —A type of financing where an investor purchases a share of the
lease revenues of a program rather than the bond being secured by those revenues.
Glossary of Terms and Abbreviations
Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor
becomes the DrT for that air sample.
Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect").
Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)—Goals to support environmental and public expectations for performance.
NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been
found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide
with extra ultra-violet treatment.
National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water
Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S.
Environmental Protection Agency (EPA). NBP is committed to developing and advancing
environmentally sound and sustainable biosolids management practices that go beyond regulatory
compliance and promote public participation in order to enhance the credibility of local agency
biosolids programs and improved communications that lead to public acceptance.
Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility.
Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant.
Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million
gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the
ocean for disposal, after treatment.
Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban run-off.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing emissions
from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process,
where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Glossary of Terms and Abbreviations
Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed —A land area from which water drains to a particular water body. OCSD's service area is
in the Santa Ana River Watershed.