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HomeMy WebLinkAbout09-03-2014 Operations Committee Agenda Packet Orange County Sanitation District s.w D�GkiTATIoa D19RICT Wednesday, September 3, 2014 Regular Meeting of the 5:00 P.M. Operations Committee Administration Building Board Room 10844 Ellis Avenue J Fountain Valley, CA 92708 (714) 593-7130 1954-2a14 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: 1. Approve Minutes of July 2, 2014, Operations Committee meeting. 2. A. Award a Service Contract to CSL Services, Inc. for flow monitoring services for Newport-Placentia Trunk Sewer Replacement, Project No. 2-72, for a total amount not to exceed $98,000; and B. Approve a contingency of$14,700 (15%). 3. Recommend to the Board of Directors to: Adopt Resolution No. OCSD 14-XX entitled; "A Resolution of the Board of Directors of Orange County Sanitation District adopting the "One Water, One Watershed" (OWOW)2.0 Integrated Regional Water Management Plan." 09/03/14 Operations Committee Agenda Page 1 of 4 4. Recommend to the Board of Directors to: A. Approve a budget increase of$122,838, increasing the total amount not to exceed $522,838; B. Approve a Professional Services Agreement with RBF Consulting to provide engineering design services for Bay Bridge Pump Station and Force Mains Rehabilitation Study, Project No. SP-178, for an amount not to exceed $475,308; and, C. Approve a contingency of$47,530 (10%). 5. Recommend to the Board of Directors to: A. Approve Amendment No. 1 to Agreement PSA-2013-568 with Constructive Community Relations, providing construction outreach services for the Newport Beach Construction Program for a total two-year period effective August 1, 2013 through July 31, 2015, for an additional $119,991, increasing the total amount not to exceed $419,991, with three one-year renewal options, not to exceed $150,000 per renewal year; and B. Approve a contingency of$57,000 (10%). 6. A. Approve a Professional Consultant Services Agreement with Hazen and Sawyer to provide construction support services for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for an amount not to exceed $152,450; and B. Approve a contingency of$15,245 (10%). 7. Recommend to the Board of Directors to: A. Award a contract to the lowest responsive and responsible bidder, VSS Sales — Vaughan Industrial Repair, for Repairs to RSS Pumps at P2, Project No. FR14-004, for a total amount not to exceed $282,504 and, B. Approve a contingency of$847800 (30%). 09/03/14 Operations Committee Agenda Page 2 of 4 8. Recommend to the Board of Directors to: A. Approve a Service Agreement with VSS Sales — Vaughan's Industrial Repair, the lowest responsive and responsible bidder, for the overhaul of two gas compressors located at Plant No. 2, Specification No. S-2014- 6156D, for period November 1, 2014 through May 30, 2016 for an amount not to exceed $279,280 and B. Approve a contingency of$27,928 (10%) 9. Recommend to the Board of Directors to: A. Approve a Service Agreement with NRG Energy, the lowest responsive and responsible bidder, for the Overhaul of Central Generation Engines, Specification No. S-2014-601 BD, for an amount not to exceed $743,525, for the period of November 1, 2014 through October 31, 2015, with four one-year renewal options; and, B. Approve an annual contingency of$148,705 (20%) 10. Recommend to the Board of Directors to: A. Award a contract to the lowest responsive and responsible bidder, Tharsos Incorporated, for Plant 2 North Scrubber Complex Bleach Pump Base Replacement (Rebid) - Project No. FR12-031-R, for a total amount not to exceed $173,937 and, B. Approve a contingency of$34,788 (20%). NON-CONSENT CALENDAR: 11. Recommend to the Board of Directors to: Approve a budget increase of $706,000 for Final Effluent Sampler and Building Area Upgrades, Project No. J-110, for a total budget amount of$14,770,000. INFORMATION ITEMS: 12. Quarterly Odor Complaint Report 13. Cessation of Disinfection of Ocean Discharge 09/03/14 Operations Committee Agenda Page 3 of 4 DEPARTMENT HEAD REPORTS: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, October 1, 2014, at 5:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Acting Clerk of the Board (714)593-7433 kloreaocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbem(rpocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(clocsd.ccm Director of Engineering Rob Thompson (714)593-7310 rthomoson(aTocsd.com Director of Facility Support Services Nick Amontes (714)593-7210 narhontes(clocsd.ccm Director of Operations&Maintenance Ed Tones 714 593-7080 etomss ocsd.com 09/03/14 Operations Committee Agenda Page 4 of ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on July 9, 2014, at 5:02 p.m. at the District's Administrative Office. Committee Vice-Chair Nelson led the Flag Salute. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Brett Murdock, Chair Jim Herberg, General Manager Scott Nelson, Vice-Chair Bob Ghirelli, Assistant General Manager Keith Curry Rob Thompson, Director of Engineering Steve Jones Nick Arhontes, Director of Facilities Support Lucille Kring Services Michael Levitt Ed Torres, Director of Operations & Maintenance Steve Nagel Lorenzo Tyner, Director of Finance & Greg Sebourn Administrative Services David Shawver Jeff Reed, Director of Human Resources Fred Smith Kelly Lore, Acting Clerk of the Board Tom Beamish, Chair Cindi Ambrose John Nielsen, Board Vice-Chair Jennifer Cabral Marc Dubois Operations Directors Absent: Anne Marie Feery None Dean Fisher Norbert Gala At Garcia Mike Puccio Jackie Santos Others Present: Brad Hogin, General Counsel PUBLIC COMMENTS: No public comments. REPORT OF COMMITTEE CHAIR: Committee Chair Murdock, did not provide a report. 07/02/2014 Opeations Committee Minutes Page 1 of 5 REPORT OF GENERAL MANAGER General Manager, Jim Herberg, did not provide a report. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of June 4, 2014, Operations Committee meeting. AYES: Beamish, Levitt, Murdock, Nelson, Nielsen, Seboum, Si and F. Smith NOES: None ABSTENTIONS: None ABSENT: Curry, Jones, Kring and Nagel 2. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Award a contract to the lowest responsive and responsible bidder, ODC Engineering and Technology, for Repairs to Primary Clarifier No. 3 Drive Unit at P1, Project No. FR14002, for a total amount not to exceed $332,700 and B. Approve a contingency of$66,540 (20%). AYES: Beamish, Levitt, Murdock, Nelson, Nielsen, Seboum, Shawver, and F. Smith NOES: None ABSTENTIONS: None ABSENT: Curry, Jones, Kring and Nagel 07/02/2014 Operations Committee Minutes Page 2&5 3. MOVED, SECONDED, and DULY CARRIED to: Authorize an increase of $60,000 to a sole source Professional Services Agreement with Liberty Pipeline Services, Purchase Order No.104954-OA, for interplant gas line maintenance and extend the contract term for four (4) additional months, July 1, 2014 through October 31, 2014, for a total amount not to exceed $134,690. AYES: Beamish, Levitt, Murdock, Nelson, Nielsen, Seboum, Shawver, and F. Smith NOES: None ABSTENTIONS: None ABSENT: Curry, Jones, Kring and Nagel NON-CONSENT CALENDAR: Director Kring & Nagel arrived at 5:04 p.m. Director Jones arrived at 5:05 p.m. Director Curry arrived at 5:09 p.m. Director of Engineering, Rob Thompson provided an informative PowerPoint presentation regarding the biogas cleaning process, a new alternative to activated carbon scrubbing, focusing on the benefits of scrubbing. He then answered questions from the Committee. 4. MOVED, SECONDED, and DULY CARRIED to: A. Approve a Sole Source Agreement with Carollo Engineers to evaluate the feasibility and cost-effectiveness of a proprietary biogas cleaning process, for a total amount not to exceed $106,075; and B. Approve a contingency of$10,600 (10%) AYES: Beamish, Curry, Jones, Kring, Levitt, Murdock, Nagel, Nelson, Nielsen, Shawver, and F. Smith NOES: None ABSTENTIONS: None ABSENT: Sebourn (recused) 07/02/2014 Operations Committee Minutes Page 3 of 5 Engineering Manager, Mike Puccio provided a PowerPoint presentation regarding the Southwest Costa Mesa Trunk Sewer and certification of the Final Environmental Impact Report (FEIR) including: conclusions of the EIR, significant impacts, gravity alternative, comment letters and responses, and agreements with Costa Mesa Sanitary District and City of Newport Beach. He answered questions from the Committee. 5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Consider, receive, and file the Final Environmental Impact Report for the Southwest Costa Mesa Trunk, Project No. 6-19, dated July 23, 2014; and B. Adopt Resolution No. OCSD 14-XX entitled; "A Resolution of the Board of Directors of the Orange County Sanitation District Certifying the Final Environmental Impact Report for implementation of Southwest Costa Mesa Trunk, Project No. 6-19; making certain findings relating to environmental effects identified in the Final Environmental Impact Report; adopting a Mitigation Monitoring and Reporting Program; adopting a Statement of Overriding Considerations; and approving the Southwest Costa Mesa Trunk, Project No. 6-19:' AYES: Beamish, Curry, Jones, Kring, Levitt, Murdock, Nagel, Nelson, Nielsen, Sebourn, Shawver, and F. Smith NOES: None ABSTENTIONS: None ABSENT: None INFORMATION ITEMS: 6. Procurement Process Contracts and Purchasing Manager, Marc Dubois presented an informative PowerPoint presentation on Public Procurement including: ethics, types of procurements, Mini-Brooks Act, policies and procedures, sole source contracts, RFP's and Notice Inviting bids, Public Works construction, approval thresholds, low bids and best values. He then answered questions from the Committee. 07/02/2014 Operations Committee Minutes Page 4 of 5 7. Reduction in Long-Term Liabilities Director of Finance and Administrative Services, Lorenzo Tyner, provided a brief presentation on reducing the District's long-term liabilities; providing three options to consider; 1) Do nothing. 2) Pay down current long-term debt. 3) Reduce the unfunded actuarial accrued liability. He stated that the third option results in a six million dollar savings per year to the District and is recommended. Discussion ensued regarding: overpayments, triennial report, assumption rates, interest rates, and payment plans. Mr. Tyner informed the Committee that this would be a future Board item for decision. DEPARTMENT HEAD REPORT: Director of Operations and Maintenance, Ed Torres announced that Nerissa tours for the Board would be available on various dates, to be determined, in July and August. General Manager, Jim Herberg reported the status of SB 946, which was amended in Assembly in June and is now back in the Senate. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Chair Beamish stated that he had appointed Brett Murdock to Operations Chair, Scott Nelson to Operations Vice-Chair and Greg Sebourn and Tyler Diep to the Legislative and Public Affairs Special Committee. He then asked the Committee to notify either he or Vice-Chair Nielsen if anyone were interested in a specific Committee assignment or change. Chair Beamish also stated that the recent Chino II Basin Desalter Tour was very interesting and informative. ADJOURNMENT At 6:23 p.m., Committee Chair Murdock declared the meeting adjourned to the next scheduled meeting of Wednesday, September 3, 2014 at 5:00 p.m. Submitted by, Kelly A. Lore Acting Clerk of the Board 07/02/2014 Operations Committee Minutes Page 5 of 5 OPERATIONS COMMITTEE Meeting Date To ad.of Dir. 09/03,14 -- AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: NEWHOPE-PLACENTIATRUNK SEWER REPLACEMENT, PROJECT NO. 2-72 GENERAL MANAGER'S RECOMMENDATION A. Award a Service Contract to CSL Services, Inc. for flow monitoring services for Newport-Placentia Trunk Sewer Replacement, Project No. 2-72, for a total amount not to exceed $98,000; and B. Approve a contingency of$14,700 (15%). SUMMARY Newhope-Placentia (NHP) Trunk Sewer Replacement, Project No. 2-72, will increase the capacity in the upper reach of the existing NHP trunk sewer located along State College Boulevard in the Cities of Fullerton and Anaheim, California, for approximately 7.25 miles to provide the required capacity for current and future dry and wet weather flows. Flow monitoring of the Orange County Sanitation District (Sanitation District) sewer trunk system contributing to the NHP trunk sewer is required to validate, calibrate, and update the Sanitation District's sewer model, develop future flow scenarios, identify options to route more flows toward the Sanitation District, Plant No. 1 through the upsized NHP sewer, and determine the new pipe sizes required for this project. The flow monitoring service contract is required to install flow monitoring equipment at 24 locations and record flows during the wet weather season from November 1, 2014 through March 31, 2015. The Sanitation District advertised for bids on May 29, 2014. Four bids were received on July 15, 2014. The bids were evaluated in accordance with the Sanitation District's policies and procedures. CSL Services, Inc. was deemed the lowest responsive, responsible bidder. Staff recommends awarding a service contract to CSL Services, Inc. for Newhope- Placentia Trunk Sewer Replacement, Project No. 2-72, for a total amount not to exceed $98,000. Page 1 of 2 Summary information on the bid opening for Newhope-Placentia Trunk Sewer Replacement, Project No. 2-72, is as follows: Engineer's Estimate $260,000 Bidder Amount of Bid CSL Services, Inc. $ 98,000 ADS Corp. $111,592 V&A Consulting Engineers, Inc. $196,000 E2 Consulting Engineers, Inc. $327,528 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA This project is within the scope of the Program Environmental Impact Report for the Collection System Improvement Plan, SCH#2006101018, certified in June 2007. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance, OCSD44 (Article 7, Section 7.01B). This item has been budgeted and the budget is sufficient for the recommended action (FY2014-15, Section 8 — Page 23). Date of ADDroval Contract Amount Continaencv 09/03/14 $98,000 $14,700 (15%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Service Contract RC:dm:gc Page 2 of 2 SERVICE CONTRACT Flow Monitoring Services Project No. 2-72 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 CSL Services, Inc. with a principal business at 7905 Browning Road, Suite 316, Pennsauken, NJ 08109 (hereinafter referred to as"Service Provider")collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Service Provider for flow monitoring services "Services"; and WHEREAS, OCSD has chosen Service Provider to conduct Services in accordance with Ordinance No. OCSD-44; and WHEREAS, on September 3, 2014, the Operations Committee of the Board of Directors of OCSD, authorized execution of this Contract between OCSD and Service Provider; and WHEREAS, Service Provider is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Service Provider. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Bid Submitted by Service Provider Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" Faithful Performance and Payment Bonds 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. 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. Orange County Sanitation District 1 of 9 Project No. 2-72 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit"A". 1.9 Service Provider shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Service Provider as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation for this project shall not exceed the total amount of Ninety-eight Thousand Dollars and 00/00 Dollars ($98,000.00). 3. Payments 3.1 Payments shall be made upon approval by OCSD Project Manager, Raul Cuellar or his designee, of invoices submitted for milestones completed as described below. 30% Completion of Installation 40% Submittal of Draft Report 30% Submittal of Final Report 3.2 OCSD, at its sole discretion, shall be the determining party as to whether the Services tasks and deliverables for each milestone have been satisfactorily completed. 4. Invoices 4.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by Service Provider to OCSD Accounts Payable at APStaff(a)OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager, Raul Cuellar and 2-72. 5. Audit Rights Service Provider agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Service Provider relating to the invoices submitted by Service Provider pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Service Provider shall perform the Services identified in Exhibit "A". Service Provider shall perform said Services in accordance with generally accepted industry and professional standards. 7. 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. 6. Contract Term The Services provided under this Contract shall be completed within the time period of November 1, 2014 through March 31, 2015. Orange County Sanitation District 2 of 9 Project No. 2-72 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, Service Provider shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Service Provider for work performed (cost and fee)to the date of termination. Service Provider expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Service Provider other than for work performed to the date of termination. 9.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Service Provider is not meeting specification requirements, if the level of sentice is inadequate, or any other default of this Contract. 9.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Service Provider: • if Service Provider becomes insolvent or files a petition under the Bankruptcy Act; or • if Service Provider sells its business; or • if Service Provider breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 9.4 All OCSD property in the possession or control of Service Provider shall be returned by Service Provider to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 10. Insurance Service Provider and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Service Provider shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Service Provider allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 11. Bonds 11.1 Service Provider shall, before entering upon the performance of this Contract, furnish bonds (attached hereto in Exhibit "D") approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the project and during the warranty period. 11.2 Service Provider 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. Orange County Sanitation District 3 of 9 Project No. 2-72 12. Indemnification and Hold Harmless Provision Service Provider shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Service Provider's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Service Provider, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Service Provider shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Service Provider'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 Service Provider of or anyone employed by or working under Service Provider. To the maximum extent permitted by law, Service Provider's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Service Provider agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 13. Safety Standards and Human Resources(HR) Policies 13.1 OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Service Provider is required to follow the most stringent regulatory requirement at no cost to OCSD. Service Provider and all their employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety'. 13.2 In addition to the requirements stated in 13.1 above, Service Provider shall adhere to the following OCSD Safety requirements: SOP-102 PPE, SOP-104 Confined Space, SOP-105 LOTO, SOP-106 Hearing Conservation Program, SOP-107 Hazard Communication, SOP-108 Contractor Safety, SOP-118 Hot Work, SOP-205 Electrical Safety, SOP-206 Fall Protection, and SOP-304 Mobile Equipment. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15. Freight (F.O.B. Destination) Service Provider assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 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. Orange County Sanitation District 4 of 9 Project No. 2-72 17. Familiarity with Work By executing this Contract, Service Provider warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Service Provider's risk, until written instructions are received from OCSD. 18. Regulatory Requirements Service Provider shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 19. Licenses. Permits. Ordinances and Regulations Service Provider represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Service Provider. 20. Applicable Laws and Regulations Service Provider shall comply with all applicable federal, state, and local laws, rules, and regulations. Service Provider also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Service Provider's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 21. Service Provider's Employees Compensation 21.1 Davis-Bacon Act - Service Provider 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. 21.2 General Prevailina Rate— OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this contract, and copies of the same are on file in the office of the engineer of OCSD. The Service Provider agrees that not less than said prevailing rates shall be paid to workers employed on this contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 21.3 Forfeiture For Violation - Service Provider shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Service Provider or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this contract, all in accordance with Section 1775 of the Labor Code of the State of California. Orange County Sanitation District 5 of 9 Project No. 2-72 21.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this contract and the Service Provider shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Service Provider are two thousand dollars ($2,000.00) or more or five (5)working days or more. 21.5 Workday — In the performance of this contract, not more than eight (8) hours shall constitute a day's work, and the Service Provider shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph 21.2 above. Service Provider shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00)for each worker employed in the execution of this contract by Service Provider or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. Service Provider shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Service Provider in connection with the project. 21.6 Record of Waaes: Inspection - Service Provider agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Service Provider or subcontractor or its agent having authority over such matters. Service Provider further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 22. Damaue to OCSD's Property Any of OCSD's property damaged by Service Provider, any subcontractors or by the personnel of either will be subject to repair or replacement by Service Provider at no cost to OCSD. 23. South Coast Air Quality Management District's (SCAQMD) Requirements It is Service Provider's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the 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. 24. 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. 25. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Service Provider to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. Orange County Sanitation District 6 of 9 Project No. 2-72 26. Remedies In addition to other remedies available in law or equity, if the Service Provider fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Service Provider. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Service Provider as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 27. Dispute Resolution 27.1 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, thrcugh 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. 27.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The 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. 28. 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. 29. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 30. 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. 31. Disclosure Service Provider agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 32. Limitations upon Subcontracting and Assignment Service Provider shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. Orange County Sanitation District 7 of 9 Project No. 2-72 33. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Service Provider an OCSD employee. During the performance of this Contract, Service Provider and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Service Provider and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 34. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Service Provider. 35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Service Provider, or any successor-in-interest, in the: event of any default or breach by OCSD or for any amount which may become due to Service Provider or to its :successor, or for breach of any obligation for the terms of this Contract. 36. Read and Understood By signing this Contract, Service Provider represents that he has read and understood the terms and conditions of the Contract. 37. 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. 36. 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 Project No. 2-72 39. 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: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Service Provider: CSL Services, Inc. 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 of Operations Committees Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager CSL SERVICES, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Project No. 2-72 OPERATIONS COMMITTEE Meeting Date TOBA.Of Dir. 09/03/14 Og/24/14 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SLUDGE DEWATERING, ODOR CONTROL, AND PRIMARY SLUDGE THICKENING AT PLANT NO. 1, PROJECT NO. P1-101 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 14-XX entitled; "A Resolution of the Board of Directors of Orange County Sanitation District adopting the "One Water, One Watershed" (OWOW) 2.0 Integrated Regional Water Management Plan." SUMMARY The Orange County Sanitation District (Sanitation District) signed a Grant Funding Contract with Santa Ana Watershed Project Authority (SAWPA) on July, 2012, and entered into a Grant Funding Program with California Department of Water Resources (DWR) for monetary assistance under Proposition 84, for the Sludge Dewatering, Odor Control, and Primary Sludge Thickening at Plant No. 1, Project No. P1-101. The grant is provided through DWR, under Proposition 84, the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006, and the purpose of the grant is to fund projects that are included in an Integrated Regional Water Management Plan (IRWMP) which maximizes regional water resource strategies in the area of water supply, water quality and water recycling, wastewater, groundwater recharge, etc., to minimize the use of imported water from outside sources, such as the Colorado River. Resolution No. OCSD 10-21 was approved by the Sanitation District in November, 2010 to adopt the "One Water, One Watershed" (OWOW 1.0 plan) IRWMP. In February, 2014, SAWPA adopted an updated OWOW 2.0 plan. The changes from the OWOW 1.0 plan are extensive and the OWOW 2.0 plan has substantially changed with a greater emphasis on implementation concepts and projects, revised pillar chapters and supplemented with extensive work by the Bureau of Reclamation in regards to climate change impacts to the watershed. Adoption of the updated OWOW 2.0 plan is required as part of the DWR Grant Program Guidelines. The attached resolution (required by DWR) provides for the adoption of the OWOW 2.0 plan by the Sanitation District The current Proposition 84 grant amount is $1,000,000. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS November 2010 - Adopted Resolution No. OCSD 10-21, adopting the "One Water, One Watershed" (OWOW 1.0) Integrated Regional Water Management Plan and authorized the General Manager, or his designee, to enter into a Grant Funding Program with California Department of Water Resources for monetary assistance under Proposition 84, for the Sludge Dewatering, Odor Control, and Primary Sludge Thickening at Plant No. 1, Project No. P1-101. ADDITIONAL INFORMATION Project No. P1-101 replaces existing solids and dewatering odor control systems and installs sludge thickening systems at the Sanitation District, Plant No. 1. The Sanitation District needs this project for the following reasons: 1. Additional capacity to thicken and dewater sludge due to conversion of Plant No. 1 to full secondary treatment and increased flows to support expansion of the Ground Water Replinishment System (GWRS). 2. Existing sludge dewatering facilities that were built in the late 1970s and early 1980s need to be replaced because equipment is in poor condition and is reaching the end of its useful life. 3. Increase biosolids cake dryness to reduce biosolids management costs. 4. Improve sludge thickening to optimize use of existing digesters and eliminate construction of new digesters. 5. Manage site constraints at Plant No. 1 by building compact solids treatment facilities and facilitate future expansion. This project will reduce operational costs by an estimated $3.62M annually and has a lower total 25-year operations and capital costs compared to the Sanitation District existing process/technology. CEQA The OWOW IRWMP is a planning document exempt from CEQA (pursuant to CEQA Guidelines Sections 15262, 15306, and 15307); and SAWPA has made the OWOW IRWMP available for public review, and noticed a public hearing to adopt the OWOW IRWMP, in a manner prescribed by law and consistent with Water Code Section 10543. SAWPA adopted the OWOW 2.0 IRWMP on February 4, 2014. BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A Page 2 of 3 ATTACHMENT: The following attachment is included in hard copy and may be viewed on-line at the OCSD website (mm w.ocsd.com) with the complete agenda package: • Draft Resolution No. OCSD 14-XX RC:dm:gc Page 3 of 3 RESOLUTION NO. OCSD 14-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ADOPTING THE "ONE WORLD, ONE WATERSHED" (OWOW) 2.0 INTEGRATED REGIONAL WATER MANAGEMENT PLAN WHEREAS, California voters passed "Proposition 84", the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006 (Act), which provides funding (Pub. Resources Code §§ 75001-75130) for Integrated Regional Water Management Plan (IRWMP) Implementation; and WHEREAS, the California Department of Water Resources (DWR), requires that a proposed project under the Act be consistent with, and included in, an adopted IRWMP; and WHEREAS, an IRWMP is a collaborative effort to manage all aspects of water resources on a regional basis, identify and address the major water related objectives and conflicts within the region, consider all of the resource management strategies identified in the California Water Plan, and use an integrated, multi-benefit approach to project selection and design. IRWMP crosses jurisdictional, watershed, and political boundaries; involves multiple agencies, stakeholders, Individuals, and groups; and attempts to address the issues and differing perspectives of all entities involved through mutually beneficial solutions; and WHEREAS, DWR requires local agencies to adopt and implement an IRWMP; and WHEREAS, on November 16, 2010, the Santa Ana Watershed Project Authority (SAWPA) prepared a IRWMP titled, "One World, One Watershed," to examine water resource management strategies to protect the Santa Ana River (SAR) Basin and address regional watershed planning through an integrated and collaborative process. Management strategies cover water supply and water quality, flood management, wastewater treatment, recycled water, imported water, groundwater management, land use, natural habitat and conservation, and other beneficial uses, drought proofed, salt- balanced, and environmental and economic feasibility; and WHEREAS, SAWPA's Board of Commissioners invited 13 project proponents to work with SAWPA staff in preparing an application to DWR for $12 million in IRWMP implementation funding; and WHEREAS, the Orange County Sanitation District is a local agency as defined in the IRWMP Grant Program and is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700, at seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California; and 1016619.1 OCSD 14-XX-1 WHEREAS, the Orange County Sanitation District's "Sludge Dewatering, Odor Control, and Primary Sludge Thickening at Plant No. 1", Project No. P1-101, was one of 13 project proponents selected by SAWPA for a funding portfolio of one million dollars; and WHEREAS, the Board of Directors of the Orange County Sanitation District, on November 17, 2010, adopted Resolution No. OCSD 10-21 adopting the "One World, One Watershed" IRWMP and authorizing participation of the Sanitation District for grant funding under the Act; and WHEREAS, the Orange County Sanitation District executed a Grant Funding Contract with SAWPA and entered into a Grant Funding Program under the Act in July 2012 for monetary assistance under the Act for Project No. P1-101; and WHEREAS, in February 4, 2014, SAWPA adopted the "One World, One Watershed" 2.0 IRWMP to update the 2010 IRWMP and implement strategies leading towards water demand reduction by providing greater emphasis on implementation concepts and projects, and revised pillar chapters supplemented with extensive work by the Bureau of Reclamation associated with climate change impacts to the watershed; and WHEREAS, the DWR requires that participants in the Act's Grant Program adopt and implement the updated IRWMP. NOW THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. That the "One World, One Watershed" 2.0 IRWMP adopted by SAWPA on February 4, 2014, be adopted by the Orange County Sanitation District. Section 2. That the General Manager of the Orange County Sanitation District, or his designee, is hereby authorized and directed to take all reasonable actions necessary to carry out the "One World, One Watershed" 2.0 IRWMP. PASSED AND ADOPTED at a regular meeting of the Board of Directors held , 2014. Tom Beamish Chairman of the Board ATTEST: Kelly A. Lore Acting Clerk of the Board 1016619.1 OCSD 14-XX-2 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Acting Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 14-XX was passed and adopted at a regular meeting of said Board on the 24th day of August, 2014, 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 24t" day of August, 2014. Kelly A. Lore Acting Clerk of the Board of Directors Orange County Sanitation District 1016619.1 OCSD 14-XX-3 OPERATIONS COMMITTEE Meeting Date T00gd Dlr. 09/03/14 09/24/14 AGENDA REPORT Item Number Rem rvumbe a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: BAY BRIDGE PUMP STATION AND FORCE MAINS REHABILITATION STUDY, PROJECT NO. SP-178 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $175,000, increasing the total amount not to exceed $575,000; B. Approve a Professional Services Agreement with RBF Consulting to provide engineering design services for Bay Bridge Pump Station and Force Mains Rehabilitation Study, Project No. SP-178, for an amount not to exceed $475,308; and, C. Approve a contingency of$47,530 (10%). SUMMARY The purpose of this project is to identify and analyze alignments for the Bay Bridge Pump Station located in Newport Beach and associated force mains, prepare an Initial Study, and draft the corresponding document pursuant to CEQA Guidelines. The Bay Bridge Pump Station needs to be replaced in order to meet existing Orange County Sanitation District (Sanitation District) standards and increase the capacity of the station. The existing pump station was built in 1965 and rehabilitated in 1992. The pump station is surrounded by an RV storage area that will soon be developed into mixed use residential/retail and boat storage space by the Newport Back Bay Landing Project (Project). The Project developer has prepared an Environmental Impact Report (EIR) for the area to be developed. The Project EIR includes the Sanitation District's Bay Bridge Pump Station in its current location and current size. The Sanitation District is looking to expand the current pump station, as such; we must prepare our own CEQA document to analyze site options and potential purchase of land. The Sanitation District advertised a Request for Proposal (RFP) and three proposals were received. The three proposals were evaluated and ranked, and RBF Consulting was selected as the most qualified proposal. Staff recommends awarding a Professional Services Agreement (PSA)to RBF Consulting for an amount not to exceed $475,308. Page 1 of 4 Staff is requesting a budget increase of $175,000, as the complexity of the project has grown with the additional challenges to acquire new land, and the evaluation of alignment alternatives for the force mains under Newport Bay is a significant effort. Staff is also requesting the budget increase for legal and land appraisal fees. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Project Scope of Work: This project will provide a Pump Station siting study, an Alignment Study, and a comprehensive environmental document pursuant to CEQA Guidelines for the replacement of the Bay Bridge Pump Station and associated force mains. It is anticipated that a full EIR will be required for this project. Request for Proposal (RFP): The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select the best qualified firm for architectural and engineering services, and to negotiate a fair and reasonable fee with that firm. An RFP which outlined Consultant Scope of Work and criteria required for this project was advertised on April 24, 2014 in the Orange County Register. Furthermore, an email notification was sent to all engineering consultants registered in the categories of Architecture & Engineering; Design; and Engineering — General, in the Sanitation District vendor database. As a result, three proposals were received on June 12, 2014. A Staff Evaluation/Screening Committee consisting of five representatives from Engineering and Facilities Support Services Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Ordinance No. OCSD44, Section 3.02. A representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following three criteria: (1) project understanding and approach; (2) related project experience; and (3) project team and staff qualifications. Page 2 d 4 After reviewing and scoring the proposals, the three Consultant firms were ranked according to the score achieved. Pursuant to the results of the ranking, the Evaluation Committee selected RBF Consulting as the top-ranked firm as shown in Table 1. TABLET PROPOSAL EVALUATION* RBF Consultant CONSULTING Arcadis AMEvaluator Reviewer A 1 2 3 Reviewer B 1 2 3 Reviewer C 1 2 3 Reviewer D 1 2 3 Overall Ranking 1 2 3 Proposal Fee $505,657 NA NA Negotiated Fee $475,308 NA NA Proposal * Based on scores after interview RBF Consulting was ranked highest by all four members of the Evaluation Committee based on their understanding of the challenges of the project, a clear and efficient approach for generating an Implementation Plan that addresses the Sanitation District's goals, and a streamlined and highly qualified project team. The proposals were accompanied by a sealed fee proposal estimate. The fee proposal estimate of the highest ranked firm was not opened until the proposals were evaluated and a top-ranked firm was selected in accordance with Sanitation District Ordinance No. OCSD-44. Staff conducted negotiations with RBF Consulting to clarify the requirements of the Scope of Work and their proposed work effort. During the negotiation meeting, the project Scope of Work, level of effort, and assumptions were discussed and clarified as required for the completion of the Scope of Work for the project. As a result of these negotiations, RBF Consulting submitted a revised not-to- exceed budget of$475,308. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the PSA to RBF Consulting for an amount not to exceed $475,308. The final cost proposal is in line with previous Sanitation District projects with similar engineering, environmental efforts, and schedule durations. CEQA This project is categorically exempt from CEQA. A Notice of Exemption was filed on June 4, 2014. Page 3 of 4 BUDGET/PURCHASING ORDINANCE COMPLIANCE This complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted by a Board of Directors action in June 2014 (FY2014-15, Section 8, Page 48) and the project budget is insufficient for the recommended action. Staff recommends increasing the project budget by $175,000 from the Replacement, Refurbishment, and Rehabilitation Line Item to fund this study. Date of ADDroval Contract Amount Contlnaencv 09/24/14 $475,308 $47,530 (10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Services Agreement CM:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the24th, day of September, 2014, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and RBF Consulting, for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Bay Bridge Pump Station and Force Mains Rehabilitation Study, SP-178, to provide engineering services for the preparation of a pump station and force main alignment study and to produce the appropriate CEGA compliance document for property that is being considered for a new pump station; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary planning services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of planning services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on September 20, 2014 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK. CONSULTANT agrees to furnish necessary planning services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. In the event of a conflict between the Scope of Work and this AGREEMENT, the terms of this AGREEMENT shall prevail. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only PSA -1- Project No. SP-178 05/23/12 W841.1 and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the standards of best professional practice for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the report prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CADD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the Format for Deliverables listed in "Attachment A", Scope of Work. Any changes to these specifications by the CONSULTANT require advance written approval of the SANITATION DISTRICT. E. All planning services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION PSA -2- Project No. SP-178 05/23/12 W841.1 DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION. Total compensation shall be paid to CONSULTANT for services performed in accordance with the following provisions: A. Total Compensation Total compensation for the services provided under this AGREEMENT shall be in an amount not to exceed $475,308 ('Total Compensation"). Total Compensation to CONSULTANT, which includes burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs, shall not exceed the sum set forth herein. As a portion of the Total Compensation, CONSULTANT shall pay to all Subconsultants, excluding out-of-pocket costs, on an hourly-rate basis per Attachment 'B." The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges subject to the limitations set forth herein. Profit for CONSULTANT and Subconsultants shall be 8%. Amendments shall be governed by the established profit percentage stated in the RFP. The profit percentage shall apply to the Prime CONSULTANT and all Subconsultants. B. Labor As a portion of the Total Compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the fully burdened salaries (salaries plus benefits and overhead and profit) charged on an hourly-rate basis to this Project. CONSULTANT and all Subconsultants will provide the SANITATION DISTRICT with certified payroll records of all employees where time is charged to this Project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT for overhead at a rate equal to 113.81% of burdened labor paid by CONSULTANT pursuant to this Compensation Section hereof. PSA -3- Project No. SP-178 05/23/12 W841.1 D. Subconsultants CONSULTANT shall pay all Subconsultants in accordance with Section 2. Total Compensation. Payments shall be based on the hourly-rates per the schedule attached hereto as Attachment 'B". E. Direct Costs As a portion of the Total Compensation, the SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants for the expenses described as Other Direct Costs, and identified as allowable on Attachment"C' hereto that CONSULTANT and Subconsultants actually incur in performance of this AGREEMENT. Attachment "C" is hereby incorporated by reference. Reimbursement for Other Direct Costs for CONSULTANT and all Subconsultants shall not include markup of any kind. CONSULTANT shall provide to the SANITATION DISTRICT itemized receipts, regardless of amount, and other documentary records to support each request for reimbursement. SANITATION DISTRICT shall pay to CONSULTANT the actual direct costs for an amount not to exceed $7,600. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written approval of the SANITATION DISTRICT. All incidental expenses shall be included in overhead pursuant to Compensation Section above. (See Attachment B). The SANITATION DISTRICT shall pay to Subconsultant 1 the actual direct costs for an amount not to exceed $16,976. The SANITATION DISTRICT shall pay to Subconsultant 2 the actual direct costs for an amount not to exceed $10,010. The SANITATION DISTRICT shall pay to Subconsultant 3 the actual direct costs for an amount not to exceed $16,100. The SANITATION DISTRICT shall pay to Subconsultant 4 the actual direct costs for an amount not to exceed $11,550. The SANITATION DISTRICT shall pay to Subconsultant 5 the actual direct costs for an amount not to exceed $44,310. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. PSA -4- Project No. SP-178 05/23/12 W841.1 4. PAYMENT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: I. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final AGREEMENT Acceptance as set forth above shall not be deemed to be an acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or AGREEMENT with, the Consultant's request for final AGREEMENT Acceptance. A. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in PSA -5- Project No. SP-178 05/23/12 W841.1 the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. PSA -6- Project No. SP-178 05/23/12 W841.1 A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP — SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS — CONSULTANT PERFORMANCE A. Ownership of Documents for the Planning Services performed, all documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Planning Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Planning Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. PSA -7- Project No. SP-178 05/23/12 W841.1 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require Contractor to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to Contractor, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate oflnsurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be PSA -8- Project No. SP-178 05/23/12 W841.1 issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. PSA -9- Project No. SP-178 05/23/12 W8ai.1 In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of ACORD Form 25-5(7/97) or equivalent. Insurance • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PSA -10- Project No. SP-178 05/23/12 W841.1 H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25-S (7/97) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Contracts Administration, Div. 230, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PSA -11- Project No. SP-178 05/23/12 W841.1 M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. 0. Limits Are Minimums. If the CONSULTANT maintains higher limits than any minimums shown above, then OCSD requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees, changes in the period of performance, or modifications to the Scope of Work. CONSULTANT must obtain written approval from the SANITATION DISTRICT Project Manager prior to performing any work outside the approved Scope of Work. When CONSUTLANT foresees the possibility that any of the Project goals will not be met, CONSULTANT shall immediately notify the SANITATION DISTRICT Project Manager to discuss a corrective plan. A corrective plan will be required for any changes to Attachment"A", Scope of Work, schedule, budget, or level of quality. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2 (Compensation). PSA -12- Project No. SP-178 05/23/12 W841.1 There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's employees and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subagreements, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. PSA -13- Project No. SP-178 05/23/12 W8ai.1 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT P.O. Box 8127 Fountain Valley, CA 92728-8127 Attention: Sarah L. Strader, Senior Contract Administrator CONSULTANT: RBF CONSULTING Mike Rudinica 14725 Alton Parkway Irvine, CA 92618-2027 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OCSD staff must be approved by the OCSD Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. PSA -14- Project No. SP-178 05/23/12 W841.1 Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT PSA -15- Project No. SP-178 05/23/12 W841.1 that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties'), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances shall the insurance requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this AGREEMENT are contractual and PSA -16- Project No. SP-178 05/23/12 W841.1 the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PSA -17- Project No. SP-178 05/23/12 W841.1 23. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date RBF CONSULTING By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager SLS:ms EDMS: 003995538 Attachments: Attachment"A"—Scope of Work Attachment'B"—Schedule of Fees Attachment"C"— Not Used Attachment"D"—Allowable Direct Costs Attachment"E"— Fee Proposal Attachment"F"— Not Used Attachment"G'— Cost Matrix Attachment"H"— Not Used Attachment"I"— Not Used Attachment"J"— Hourly Rate Schedule for Minor Subconsultant PSA -18- Project No. SP-178 05/23/12 W841.1 OPERATIONS COMMITTEE Meeting Date TOBti.of Dir. 09/03/14 Og/24/14 AGENDA REPORT Rem Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: CONSTRUCTION OUTREACH FOR NEWPORT BEACH PROGRAM GENERAL MANAGER'S RECOMMENDATION A. Approve Amendment No. 1 to Agreement PSA-2013-568 with Constructive Community Relations, providing construction outreach services for the Newport Beach Construction Program for a total two-year period effective August 1, 2013 through July 31, 2015, for an additional $119,991, increasing the total amount not to exceed $419,991, with three one-year renewal options, not to exceed $150,000 per renewal year; and B. Approve a contingency of $57,000 (10%). SUMMARY Beginning in July 2013, through May 2018, construction to rehabilitate the Orange County Sanitation District (Sanitation District) regional sewers will take place in the City of Newport Beach (City) with some construction overlapping in the neighboring City of Costa Mesa. The Newport Beach Construction Program consists of five projects with a total construction cost around $60 million. Staff recommends the continued use of an outside Consultant for construction outreach services to supplement the Sanitation District's internal outreach support. The original Agreement was competitively bid and awarded to Constructive Community Relations (CCR) in July 2013. Over the last 14 months, CCR has provided construction outreach services for three of the five construction projects within the Newport Beach Program: Dover Drive Trunk Sewer Relief (Project No. 5-63), Balboa Trunk Sewer Rehabilitation (Project No. 547), and Newport Force Main Rehabilitation (Project No. 5-60). Services have included a community liaison with a construction hotline available 24/7 for inquiries and complaints, identifying target audiences and key constituents both directly and indirectly impacted by the projects, development and distribution of collateral material, coordination of neighborhood meetings, attending project team meetings, in addition to one-on-one briefings with City staff, community and business stakeholders. The Dover Drive project has experienced delays that have extended the construction schedule, resulting in the need for more outreach efforts than originally anticipated. The project was originally scheduled to be completed July 2014 and is now scheduled for completion by October 2014. The Balboa Trunk project was completed as scheduled with a successful outreach resulting in very few phone calls of concern from the public. CCR created, printed, and Page 1 of 3 distributed over 12 notifications to the nearby impacted residents and businesses, and canvassed and met with business owners throughout the course of the construction. During the time of the original Request for Proposal for this Agreement, the Newport Force Main project was not scheduled to start until September 2014. The construction start date has since accelerated to start critical work in July 2014. This required construction outreach services to start earlier than anticipated. This is a $36 million project taking place on a heavily traveled thoroughfare of Pacific Coast Highway, with significant, unavoidable impacts to residents, businesses, tourists, and commuters. This project will be the third project taking place in this area and the cumulative effect of this work on the community adds to the need for a strong outreach program. An increase in funds is needed to continue a smooth community outreach for the Program with no gaps in service. With consideration of the construction schedule changes and the number of projects within the Program occurring during the first two- year period, additional funds to support the role of the Consultant is estimated at $119,991. Adding a contingency of 10% is requested to cover costs for any additional unanticipated changes. PRIOR COMMITTEE/BOARD ACTIONS July 2013 — Awarded Professional Services Agreement, Specification No. PSA-2013- 568, to Constructive Community Relations, for a two-year period effective August 1, 2013 through July 31, 2015, for an amount not to exceed $300,000, with three one-year renewal options, not to exceed $150,000 per renewal year. ADDITIONAL INFORMATION Newport Beach Construction Program Consists of the Following Proiects: • Dover Drive Trunk Sewer Relief, Project No. 5-63 Estimated Construction: June 2013 —July 2014* Original Construction Contract Amount: $6,189,000 *Completion date extended to October 2014 • Balboa Trunk Sewer Rehabilitation, Project No. 5-47 Estimated Construction: September 2013— May 2014 Original Construction Contract Amount: $3,313,100 • Newport Force Main Rehabilitation, Project No. 5-60 Estimated Construction 2 phases: September 2014*— May 2015 and September 2015— May 2016 Original Construction Contract Amount: $36,715,000 *Start date moved up to July 2014 Page 2 d 3 • District 6 Trunk Sewer Relief, Project No. 6-17 Estimated (Tentative) Construction: April 2015— May 2016 Engineer's Estimate: $3,800,001 • Southwest Costa Mesa Trunk, Project No. 6-19 Estimated (Tentative) Construction: June 2016— May 2018 Engineer's Estimate: $8,913,000 Construction outreach is primarily handled with internal staff and/or supplemented with the services of the Consultant. Throughout the duration of the Agreement, the construction outreach program has experienced transitions among internal staff, including a recent departure of the construction outreach program management within the Public Affairs Division. It is imperative that the Newport Beach Program continue to be coordinated and an effective community outreach take place in order to provide consistency and minimize impacts on the businesses, residents, and commuters within the affected City during this time. This agreement is an as-needed basis and the total agreement cost is not guaranteed nor is it paid to the Consultant if their services are not used. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE This Professional Services Agreement complies with authority levels of the Sanitation District's Purchasing Ordinance and the budget is sufficient for the recommended action. These funds are included in the individual project budgets that require these services. Date of Approval Contract Amount Contingency 07/24/13 $300,000 N/A 09/24/14 $119,991 $57,000 (10%) $419,991 ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Amendment No. 1 MP:TC:dm:gc Page 3 of 3 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO the PROFESSIONAL SERVICES AGREEMENT, is made and entered into to be effective the 241" day of September, 2014, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and CONSTRUCTIVE COMMUNITY RELATIONS, LLC for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT and CONSULTANT have previously entered into the PROFESSIONAL SERVICES AGREEMENT dated July 24, 2013, for professional services for the Newport Beach Construction Program; and, WHEREAS, the SANITATION DISTRICT has determined that additional funds to support the role of the Consultant are necessary beyond what was proposed in the original Agreement; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these additional requirements based on its demonstrated competence and has agreed to provide the necessary outreach services, and has been selected in accordance with the SANITATION DISTRICT selection policy regarding professional services; and, WHEREAS, the SANITATION DISTRICT acting through its Director of Engineering has negotiated with CONSULTANT, and has certified the final negotiated fee for said services as reasonable, and, Amendment No. 1 -1- PSA-2013-568 WHEREAS, the Board of Directors has accepted the recommendation of the Director of Engineering, pursuant to the current Ordinance, has approved this Amendment No. 1 between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Amendment No. 1, it is mutually agreed as follows: 1. CONSULTANT agrees to provide services necessary as outlined in Consultant's letter dated August 1, 2014, designated as Exhibit "A", attached hereto and by this reference made a part of this Amendment No. 1 to Agreement. 2. Article 2 of that certain Agreement dated July 24, 2013, between the SANITATION DISTRICT and CONSULTANT is hereby amended to increase the total compensation by$119,991 from $300,000 to an amount not to exceed $419,991, all in accordance with the same terms and conditions as otherwise specified in Article 3 and the other provisions of said Agreement. 3. The additional compensation authorized hereby and sums paid by the SANITATION DISTRICT to CONSULTANT pursuant hereto shall be based upon and allocated as follows: Current Contract Amount Change per Amended (includes Amendments) Amendment No. 1 Agreement Newport Beach Program $ 300,000 $ 119,991 $ 419,991 Total Not To Exceed $ 300,000 119,991 $ 419,991 4. The SANITATION DISTRICT agrees to pay CONSULTANT on a monthly basis pursuant to invoices submitted to the SANITATION DISTRICT from CONSULTANT and as approved by the SANITATION DISTRICT's Director of Engineering. Amendment No. 1 -2- PSA-2013-568 4. This modifying Amendment is supplemental to the Agreement dated July 24, 2013, and is by reference made a part of said Agreement. All of the terms, conditions, and provisions thereof, unless specifically modified herein, shall continue in full force and effect. 6. In the event of any conflict or inconsistency between the provisions of this Amendment and any of the provisions of the original Agreement shall in all respects govern and control. Amendment No. 1 -3- PSA-2013-568 IN WITNESS WHEREOF, this Amendment No. 1 to Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized and executed by CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Tom Beamish Date Chairman of the Board By Kelly A. Lore Acting Clerk of the Board Date Constructive Community Relations, LLC By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager MP:TC:dm EDMS:003995N115.1h Amendment No. 1 -4- PSA-2013-568 OPERATIONS COMMITTEE Neebng Dare To ad.of W. 09,03,14 -- AGENDA REPORT Item Number Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: OXYGEN PLANT DEMOLITION AT PLANT NO. 2, PROJECT NO. SP-129 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with Hazen and Sawyer to provide construction support services for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for an amount not to exceed $152,450; and B. Approve a contingency of$15,245 (10%). SUMMARY The Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, will demolish abandoned cryogenic oxygen generation equipment. The oxygen generation facilities had been used to supply high purity oxygen to the Activated Sludge Plant until late in 2012, when Orange County Sanitation District (Sanitation District) began purchasing liquid oxygen to avoid the higher cost of on-site generation. Hazen and Sawyer's engineering support services are needed during the construction phase to provide continuity through the completion of the project. The proposed services will be provided on an as-needed basis and will include reviewing submittals, answering Contractor's requests for information, reviewing design changes, preparing record drawings, and assisting in closeout of the project. Staff negotiated with Hazen and Sawyer for these support services in accordance with the Sanitation District's adopted policies and procedures. A review of the proposed price was conducted using estimated quantities of requests for information, submittals, meetings, site visits, change order review, and design revisions, as well as the level of effort to prepare record drawings. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. Staff recommends approving a Professional Consultant Services Agreement with Hazen and Sawyer for an amount not to exceed $152,450, and approving a contingency of$15,245 (10%). PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 2 ADDITIONAL INFORMATION N/A CEQA A Notice of Exemption was filed and recorded on February 9, 2010. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15 and 2015-16, Section 8, Page 62)and the budget is sufficient for the recommended action. Date of ADDroval Contract Amount Contingency 09/24/14 $152,450 $15,245 (10%) ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (Mm w.ocsd.com) with the complete agenda package: Professional Consultant Services Agreement JM:dm:gc Page 2 of 2 PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 30 day of September, 2014 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and Hazen and Sawyer, for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 Section 4.03(B)for the continuation of services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on September 3, 2014 the chair of the Operations Committee, by Minute Order, approved this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. PCSA PROJECT NO.SP-129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 1 of 16 C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of thirty (30)calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed One Hundred Fifty-Two Thousand Four Hundred Fifty Dollars ($152,450.00). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 2 of 16 burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 3 of 16 DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"—Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 4 of 16 C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; ore) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 5 of 16 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require Contractor to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to Contractor, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this agreement, including the period of warranty, Commercial General Liability Insurance written on an PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 6 of 16 occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 7 of 16 insurance coverage in an amount of not less than Three Million Dollars ($3,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-S(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Fortes) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 8 of 16 • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-S (7/97)shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Contracts Administration, Div. 230, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 9 of 16 L. Deductibles and Self-Insured Retentions Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Suboonsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. 8. SCOPE CHANGES In the event of a change in the scope of the proposed project, requested by SANITATION DISTRICT, the parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2 -COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 10 of 16 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha Dubrovski, Principal Contracts Administrator Copy: Jeffrey D. Mohr, Project Manager PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 11 of 16 Notices shall be mailed to CONSULTANT at: Hazen and Sawyer 1150 South Olive Street, Suite 475 Los Angeles, CA 90015 Attention: Lynn Grijalva All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 12 of 16 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a"Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 13 of 16 Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 14 of 16 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, Work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative Closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the Work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Agreement Acceptance as set forth above shall not be deemed to be Acceptance of the Work by the SANITATION DISTRICT for any purpose nor imply Acceptance of, or agreement with, the Consultant's request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 15 of 16 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: Hazen and Sawyer By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Operations Committee Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Not attached Attachment"C"— Not attached Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— Not attached Attachment"G"— Not attached Attachment"H"— Not attached Attachment"I"—Cost Matrix and Summary Attachment"J"— Not attached Attachment"K"—Hourly Rate Schedule for Minor Subconsultants NKD:ms EDMS: 003994680 PCSA PROJECT NO.SP•129 Revised 02/07/13 Oxygen Plant Demolition at Plant No.2 Page 16 of 16 ATTACHMENT "A" SCOPE OF WORK ATTACHMENT "A" CONSTRUCTION SUPPORT SERVICES SCOPE OF WORK Oxygen Plant Demolition at Plant No. 2 Project No. SP-129 SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 1 of 9 TABLE OF CONTENTS I. SUMMARY.............................................................................................................................3 II. PROJECT SCHEDULE..........................................................................................................3 III. PROJECT IMPLEMENTATION.............................................................................................3 PHASE 1 —PROJECT DEVELOPMENT-COMPLETED ..............................................................4 PHASE 2— PRELIMINARY DESIGN-COMPLETED....................................................................4 PHASE 3-FINAL DESIGN-COMPLETED...................................................................................4 PHASE 4—CONSTRUCTION AND INSTALLATION SERVICES..............................................4 Task 4.1 —Project Management..................................................................................................4 Task 4.2— Initial Project Meetings...............................................................................................5 Task 4.3—Submittal Reviews.....................................................................................................5 Task 4.4—Request for Information (RFIs)..................................................................................5 Task 4.5—Contract Document Modifications, Design Changes, and Change Orders................6 Task 4.6—Construction Progress Meetings and Site Visits........................................................6 PHASE 5—COMMISSIONING SERVICES.................................................................................6 PHASE 6—CLOSEOUT..............................................................................................................7 Task 6.1 — Final Inspection and Punch Lists...............................................................................7 Task6.2—Record Drawings.......................................................................................................7 Task6.3—Project Management..................................................................................................8 IV. STAFF ASSISTANCE............................................................................................................8 V. QUANTITATIVE ASSUMPTIONS .........................................................................................8 SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 2 of 9 I. SUMMARY Provide construction engineering support services for the construction and installation, and closeout for the Oxygen Plant Demolition at Plant No. 2, Project No. SP-129. Quality Assurance/Quality Control (QA/QC): CONSULTANT shall administer a program of QA/QC procedures for producing quality work and shall effectively manage and control the work. Specific procedures shall include but not be limited to planning, coordination, tracking, checking, reviewing and scheduling the work. CONSULTANT shall subject all work products prepared by the CONSULTANT to the CONSULTANT's in-house QA/QC procedures prior to submittal to OCSD. QA/QC hours and costs shall be incorporated into other tasks within this Scope of Work. If. PROJECT SCHEDULE The schedule for the services specified in this Scope of Work shall be provided per the construction contract schedule, and the following schedule constraints: Task(s) Period of Performance Submittals As described under task titled "Submittals" Requests for Information As described under task titled "Requests for Information (RFIs)" Record Drawings Draft Record Drawings shall be submitted to OCSD within 16 weeks of receipt from OCSD of the approved Contractor's As-Built drawings. The Final Record Drawings shall be submitted within 8 weeks of receipt of OCSD comments on the Draft Record Drawings. III. PROJECT IMPLEMENTATION All Orange County Sanitation District(OCSD) projects are divided into six (6) phases. CONSULTANT shall provide engineering support services for Phase 4—Construction and Installation Services, Phase 5 Commissioning, and Phase 6—Closeout. Phase 1 — Project Development— Completed Phase 2— Preliminary Design — Completed Phase 3— Final Design — Completed Phase 4—Construction and Installation Services Phase 5—Commissioning Services Phase 6—Closeout SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 3 of 9 PHASE 1 — PROJECT DEVELOPMENT— COMPLETED PHASE 2 — PRELIMINARY DESIGN — COMPLETED PHASE 3 - FINAL DESIGN — COMPLETED PHASE 4— CONSTRUCTION AND INSTALLATION SERVICES OCSD will administer and provide field inspection for construction contracts. Construction and installation support services shall be provided by the CONSULTANT as requested by OCSD. CONSULTANT shall refer to the Engineering Design Guidelines, Chapter 01 for detailed requirements. CONSULTANT shall provide the key management personnel as described in their proposal on this project. CONSULTANT shall not reassign the key project personnel without prior approval of OCSD. OCSD may request reassignment of any of the CONSULTANT's or their subconsultant's personnel, based on that individual's performance. For all services, Consultant shall refer to Engineering Design Guidelines, Chapter 01 for detailed requirements. For purposes of the proposal, CONSULTANT shall include labor-hours and fees in the proposal for appropriate personnel classifications to perform the following tasks: Task 4.1 — Project Management CONSULTANT shall be responsible for detailed management of the project, including managing its subconsultants, and shall keep OCSD apprised of the status of the project. Consultant shall prepare and submit monthly invoices to OCSD no later than the first Wednesday of the following month. The invoices shall document the man-hours and billing rate for each person that works on the project for each task in the WBS. Overhead, profit, and any direct costs shall also be shown for each task. As part of the summary section of the invoice, Consultant shall also include the following information: • Budget • Current billing period invoicing • Previous billing period 'total invoiced to date" • Budget Amount Remaining • Current billing period "total percent invoice to date" • Current billing period "total percent completed to date" The cost component breakdown for each element above shall match that of the PDSA. The monthly progress report and project schedule shall be submitted with the project invoice as part of the monthly request for payment. Consultant shall also provide the percent budget spent for each of OCSD's WBS cost codes (i.e. by work package and phase). OCSD shall provide a list of cost codes by phase to the Consultant. Consultant shall also provide a summary of progress and expenditures to date as described in Exhibit A-1. SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 4 of 9 OCSD will provide a sample invoice structure to Consultant at the beginning of the project. Task 4.2— Initial Project Meetings a. Construction Hand-Off Workshop CONSULTANT shall participate in a 2-hour Construction Hand-Off Workshop. The purpose of the workshop is for the CONSULTANT and OCSD design teams to transfer project-specific knowledge to the OCSD construction management and inspection staff that will be managing and monitoring construction. Topics that might be covered in this meeting include the following: • Overview of objective of the project • Review of project elements • Review of sequencing constraints • Key issues to be addressed during construction • Identification of risks and discussions of contingency plans The workshop will be led by OCSD's Project Engineer. CONSULTANT shall include its Project Manager as a minimum. b. Submittal Review Procedures The purpose of the Submittal Review Procedures is to review the roles and logistics for review and approval of Contractor Submittals. The CONSULTANT Project Manager and Project Engineer shall attend in person. Task 4.3—Submittal Reviews OCSD will receive and log-in all submittals from the Contractor. OCSD will forward copies of selected shop drawing and submittals requiring CONSULTANT review. CONSULTANT shall review the shop drawings and submittals for conformance with the requirements of the Contract Documents and return the submittal review comments to OCSD within ten (10) calendar days after receipt of submittal. CONSULTANT shall return comments to OCSD allowing sufficient time for OCSD to incorporate all comments into a combined review comment set that OCSD will return to the Contractor. CONSULTANT shall accommodate occasional expedited reviews for time sensitive submittals. Submittals shall include but not be limited to shop drawings, vendor tests, certifications, and test reports. Some submittals will be made available only electronically (PDF). The itemization of anticipated submittals is shown in Exhibit A-2. See "Quantitative Assumptions" in this Scope of Work for the number of submittals. Task 4.4— Request for Information (RFIs) OCSD will log in and forward to CONSULTANT certain RFIs generated by the Contractor or OCSD. CONSULTANT shall return written responses to OCSD as soon as possible or within five (5) calendar days of receipt of RFI, clarifying the requirements of the Contract Documents. CONSULTANT shall generate necessary sketches, figures, and modifications to the drawings for clarifications. When required to avoid schedule delay or additional construction-related costs, CONSULTANT shall expedite the review of time sensitive RFIs. If any changes to the Contract Drawings are required, the CONSULTANT shall prepare these drawings and submit them as AutoCAD files to OCSD. The CONSULTANT shall update all SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 5 of 9 AutoCAD drawings and specifications upon OCSD acceptance of any changes resulting from RFIs and change orders. CONSULTANT shall also allocate time for required efforts to analyze and provide input on issues that may arise on a weekly basis. The assumption for the effort involved in weekly assistance shall be as indicated under"Quantitative Assumptions" in this Scope of Work. Task 4.5—Contract Document Modifications, Design Changes, and Change Orders If the Contract Documents require modifications, due to changed conditions, OCSD requested changes, omissions or design errors; CONSULTANT shall prepare preliminary change order documents and forward them to OCSD, as needed. OCSD shall review the proposed change and request CONSULTANT to incorporate any changes. OCSD will issue the change order documents in a formal Request for Proposal (RFP)or Field Change Order(FCO)to the Contractor. CONSULTANT shall forward design calculations and other design backup documents as necessary to OCSD. Any Contract Document that requires changes shall be identified with date of change and reference (RFI number, RFP number, FCO number, etc.)shown on the document. Changes shown on drawings shall be clearly marked and "clouded"for accurate identification of the scope of change by the Contractor and inspection staff. CONSULTANT shall maintain up-to- date Contract Documents. When a change is required on a contract drawing that has previously undergone a change, the updated drawing showing the previous change shall be used as the base document to identify new changes. CONSULTANT shall submit complete change documentation to OCSD for use in RFIS, RFPS, and FCOs. This change documentation shall include plan drawings, schematics, details, schedules, and specifications, as required. CONSULTANT shall prepare cost estimates for the changes when requested by OCSD. The CONSULTANT shall include an allowance for cost estimating as indicated under"Quantitative Assumptions" in this Scope of Work. See"Quantitative Assumptions" in this scope of Work for the number of hours to be allocated for design changes and cost estimating assistance. Task 4.6—Construction Progress Meetings and Site Visits CONSULTANT shall attend construction progress meetings as requested by OCSD. The scope includes time for meeting preparation, travel time, follow-up, and review of meeting minutes. Progress meeting minutes shall be prepared by OCSD. CONSULTANT shall make field visits to assist in field problem resolution and design clarification/verification to help resolve construction issues as they arise and as requested by OCSD. CONSULTANT shall report the nature of the field site visits, the problem resolved, and identify staff requesting the site visit in CONSULTANT's monthly project report. OCSD will provide project inspection, except as required in other sections of this scope. See"Quantitative Assumptions" in this scope of Work for construction progress meetings and site visits. PHASE 5—COMMISSIONING SERVICES Not Used SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 6 of 9 PHASE 6—CLOSEOUT Closeout tasks include completion of punch list work by the Contractor, final inspection, completion of record drawings and electronic data. CONSULTANT shall submit a final invoice at the completion of the project. Task 6.1 — Final Inspection and Punch Lists CONSULTANT's construction coordinator shall attend the final inspection job walk with the Contractor and OCSD staff. CONSULTANT shall make recommendations on the completion of the work including, but not limited to, completion of punch list items, site cleanup, leakage, and overall system operations. Each engineering discipline will be involved in the final inspection job walk. CONSULTANT shall assist OCSD in developing punch lists of items required to be completed prior to final acceptance of the project by OCSD. Task 6.2— Record Drawings When requested by OCSD, CONSULTANT shall inspect the Contractor's as-built drawings at the 75, and 100 percent of project completion to verify that the Contractor has included all relevant information from approved change orders and RFIs. As part of the review process, CONSULTANT shall verify that the Contractor's As-Built set correctly reflects the information included in the approved shop drawings, RFIs, approved Field Change Orders, plan clarifications, plan changes and other deviations from the conformed drawings, and that the information in the set is complete. Based on the findings, CONSULTANT shall prepare a written report on the completeness of the field markup set. After completion of construction, OCSD will transmit to CONSULTANT the Final Field Markup Set of drawings. At that time, the CONSULTANT shall meet with OCSD's inspectors and Resident Engineer to review the Contractor's Final Field Markup Set. CONSULTANT shall prepare Draft Record Drawings based on the Final Field Markup Set for all drawings in accordance with the requirements in the CAD Manual. The CONSULTANT shall submit the Draft Record Drawings to the OCSD Resident Engineer. The Draft Record Drawings will be reviewed for content and CAD Compliance by OCSD staff. A comment log will be returned to the CONSULTANT and, if any comments are generated, the CONSULTANT shall revise the record drawings and resubmit to the RE for review of the changes and acceptance of the record drawings. The Record Drawings shall also include "As-Left"drawings showing the arrangement of existing facilities after demolition. When no additional comments are identified, CONSULTANT shall prepare the Final Record Drawings and submit them along with the Contractor's field markup set to the Project Manager. All record drawings shall contain a stamp indicating: "Record Drawings These record drawings have been prepared based on information provided by others. The Engineer has not verified the accuracy of this information and shall not be responsible for any errors or omissions which may be herein as a result." SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 7 of 9 The stamp shall optimally be placed in the bottom right hand corner of the border and may be included via x-ref. If importing the stamp via x-ref interferes with content in the bottom right hand corner, the stamp may also be placed in other open space along the bottom of the border. In addition, a note shall be placed over the engineer's seal stating that"This drawing was originally approved for construction by [name of engineer] on [date] and sealed by[name of engineer] a licensed professional engineer in the State of California No. [License number] ". CONSULTANT shall submit an electronic copy of the record drawings to OCSD for review and approval. The acceptance of the record drawings shall be deemed a condition for completion of work. Contractor-generated drawings described in the Design Guidelines and the shop drawings will not be updated by CONSULTANT. The format and quantities for delivery of the submittals shall be listed below: Contents Draft Record Drawings Final Record Drawings Hard Copy Sets 2 sets of bound 11 x17 prints 1 set of bound 11x17 prints All related electronic files, One DVD One DVD including CAD and compiled PDFs Task 6.3— Project Management CONSULTANT shall also include project management support man-hours related to closeout activities per requirements stated in Phase 4, Project Management Task. IV. STAFF ASSISTANCE OCSD staff member or designee assigned to work with CONSULTANT on the construction phase of this project is Jeff Mohr at (714) 693-7308, e-mail to:jmohr@ocsd.com. V. QUANTITATIVE ASSUMPTIONS The assumptions listed in the following table below shall be the basis for the assumed level of effort. SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 8 of 9 Task Description Assumption 4.1 Project Management 12 months duration from Construction NTP to Construction Final Completion 4.3 Submittals 47 Original submittals 47 Resubmittals 4.4 Requests for Information 40 RFIs 4.4 Weekly Assistance 80man-hours 4.5 Design Changes 80 man-hours 4.5 Cost Estimating for Design 24 man-hours Changes 4.6 On-Site Meetings & Site Visits 6 person-visits (not including meetings specified in Task 4.2) Exhibits: Exhibit A-1: Monthly Progress Summary Exhibit A-2: Itemization of Anticipated Submittals JM:dm EDMS: 00399431415.b SCOPE OF WORK OXYGEN PLANT DEMOLITION AT PLANT NO. 2 PROJECT NO. SP-129 Page 9 of 9 EXHIBIT Al SP-129 OXYGEN PLANT DEMOLITION AT PLANT NO. 2 OFFICE ENGINEERING SERVICES DURING CONSTRUCTION ESTIMATE TO COMPLETE ANALYSIS Data as of: 12/31/2020 Analysis EAC Analysis Contract Budget Performance to Date Units at Completion based on Past Performance based on Projected Performance Units Estimated Variance Variance Variance Task Units Quantity Cost Cost/Unit Completed Costs to Date Cost/Unit Remaining At Completion (Budg-AC) ETC EAC (Budg-AC) Cost/Unit ETC EAC (Budg-AC) Project Management months 99 99,999 1,010 22 22,222 1,010 77 99 0 77,777 99,999 0 1,500 115,500 137,722 -37,723 Meetings&Site Visits meetings or 99 99,999 1,010 22 22,222 1,010 77 99 0 77,777 99,999 0 1,500 115,500 137,722 -37,723 Asits Shop Drawings submittals 99 99,999 1,010 22 22,222 1,010 77 99 0 77,777 99,999 0 1,500 115,500 137,722 -37,723 RFI RFIs 99 99,999 1,010 22 22,222 1,010 1 77 99 0 77,777 99,999 0 1,500 115,500 137,722 -37,723 RFC&Dev RFP months 99 99,999 1,010 22 22,222 1,010 77 99 0 77,777 99,999 0 1,500 115,500 137,722 -37,723 Construction Progress Meetings meetings 99 99,999 1,010 22 22,222 1,010 77 99 0 77,777 99,999 0 1,500 115,500 137,722 -37,723 Final Inspection&Punch Lists NA 100% 99,999 99,999 22% 22,222 101,009 77% 1 0 77,777 99,999 0 1,500 1,155 23,377 76,622 Record Drawings NA 100% 99,999 99,999 22% 22,222 101,009 77% 1 0 77,777 99,999 0 1,500 1,165 23,377 76,622 Total Contract 799,992 177,776 622,216 799,992 0 695,310 873,086 -73,094 7/25/2014 SP-129 PCSA RFP Attach Al-ETC Analysis 1 7:28 AM Exhibit A2 Itemization of Anticipated Submittals SP-129 OXYGEN PLANT DEMOLITION AT PLANT NO. 2 ENGINEERING SERVICES DURING CONSTRUCTION Original Specification Section Submittals Division 01 1110 Summary of Work 0 1120 Work Sequence 0 1140 Work Restrictions 0 1150 Permits 0 1155 Measurement and Payment 0 1300 Contractor's Construction Schedule and Reports 0 1500 Temporary Facilities Controls 0 1600 Shipping,Storage and Handling 0 1711 Mobilization and Demobilization 0 1732 Cutting and Patching 1 1900 Haz Mat Mitigation and Controls 1 Division 02 2050 Demolition 1 2200 Earthwork 1 2214 Flowable Fill 1 2232 Preparation of Pavement Subgrade 1 2271 Stormwater Pollution Control Plan 0 2278 Abandonment of Pipe and Structures 1 2550 Asphalt Concrete Pavement 1 2604 Utility Structures 1 2624 Existing Utilities 0 2666 Water Pipeline Testing and Disinfection 0 2730 Sanitary Sewer System Testing 0 2831 Steel Fencing 1 Division 03 3100 Concrete Formwork 1 3210 Reinforcement Steel 1 3250 Concrete Accessories 1 3290 Joints in Concrete 1 3300 Cast-In-Place Concrete 1 3350 Concrete Finishes 1 3370 Concrete Curing 1 3400 Precast Concrete 1 3600 Grout 1 7/25/2014 SP-129 PCSA RFP Attach A2-List of Submittals Page 1of3 7:30 AM Exhibit A2 Itemization of Anticipated Submittals SP-129 OXYGEN PLANT DEMOLITION AT PLANT NO. 2 ENGINEERING SERVICES DURING CONSTRUCTION Original Specification Section Submittals Division 05 5010 Metal Materials 1 5035 Galvanizing 1 5050 Metal Fastening 1 5500 Miscellaneous Metalwork 1 5520 Handrails and Railings 1 Division 07 7900 Joint Fillers, Sealants and Caulking 1 Joint Seals Division 08 Division 09 9800 Protective Coatings 1 Division 10 10400 Identifying Devices 1 Division 11 Division 13 13110 Corrosion Control 2 13280 Oxygenation System 1 Division 15 15000 Piping, General 0 15005 Ductile Iron Pipe 1 15009 Steel Pipe- Fabricated Specials 1 15010 Mill Piping- Exposed and Buried 1 15020 Pipe Supports 1 15030 Piping Identification Systems 1 15100 Valves, General 0 15104 Butterfly Valves 1 15106 Ball Valves 1 15115 Miscellaneous Valves 1 7/25/2014 SP-129 PCA RFP Attach A2-List of Submittals Page 2 of 7:30 AM Exhibit A2 Itemization of Anticipated Submittals SP-129 OXYGEN PLANT DEMOLITION AT PLANT NO. 2 ENGINEERING SERVICES DURING CONSTRUCTION Original Specification Section Submittals Division 16 16010 Electrical General Provisions 0 16050 Basic Materials and Methods 1 16060 Grounding and Bonding 1 16075 Electrical Identification Nameplates and Warning Signs 1 16080 Electrical Testing 1 16120 Conductors and Cables 1 16130 Raceway Systems and Pull Boxes 1 16500 Lighting 1 Division 17 17075 Valve, Panel and Instrumentation Nameplates 1 17405 Process Instrumentation and Control 1 Number of Original Submittals to be Reviewed by B&V 47 Ratio Resubmittals/Original Submittals 100% Number of Resubmittals 47 7/25/2014 SP-129 PCSA RFP Attach A2-List of Submittals Page 3 of 7:30 AM ATTACHMENT "D" ALLOWABLE DIRECT COSTS ATTACHMENT "D" ALLOWABLE DIRECT COSTS LONG DISTANCE All long distance telephone charges incurred will be reimbursed as direct costs. TELEPHONE CHARGES Telephone charges to area codes serving Los Angeles, Orange, Riverside, and San Bernardino Counties will not be reimbursed. FACSIMILE TRANSMISSION Facsimile transmission charges will not be reimbursed, except the long distance toll CHARGES charges, as described above. In-house reproduction of records and documents will not be reimbursed by the REPRODUCTION AND SANITATION DISTRICT. Use of an outside copy service for specialty items and PRINTING CHARGES volume reproduction will be reimbursed at direct cost. Use of a professional printing service will be reimbursed at actual cost. OVERNIGHT MAIL DELIVER Use of Federal Express, Express Mail, UPS, or such similarly-related service,as AND MESSENGER SERVICE well as a messenger service,will be reimbursed at direct cost only when necessary. POSTAGE Incidental postage will not be reimbursed by the SANITATION DISTRICT. FILM PROCESSING Film processing will be reimbursed at actual cost. COMPUTER USAGE Computer use by Consultant and/or support staff will not be reimbursed. MILEAGE Per mile reimbursement will be at the current rate set by the Internal Revenue Service. TEMPORARY STAFF The use of outside temporary support staff will be reimbursed at direct cost with prior approval of the SANITATION DISTRICT. OFFICE SUPPLIES The purchase of office supplies by Consultant will not be reimbursed. The cost of lodging including room and all applicable taxes will be reimbursed on a per diem basis as an allowable maximum as established by U.S. General Service Administration. Lodging incidentals as defined by IRS are included in the per diem rates. Lodging personal incidentals including movies, internet, laundry service, valet LODGING service, room service, etc., will not be reimbursed. Receipts must be provided for the actual incurred cost. Cancellations of the hotel reservations by the Consultant must be per the hotel policy. Late cancellations,early or late departure will not be reimbursed by the SANITATION DISTRICT. The cost of ground transportation for taxi, shuttle, train, etc.,will be reimbursed. GROUND TRANSPORTATION Limousine service will not be reimbursed. The Consultant shall use the most economic and practical mode of transportation that is reasonably available. PCSA—Attachment D PROJECT NO. SP-129 Revision 060414 OXYGEN PLANT DEMOLITION AT PLANT NO. 2 Page 1 of 2 Airline ticket cost including one bag will be reimbursed only if pre-approved by the SANITATION DISTRICT. First class tickets will not be reimbursed unless AIRFARE pre-approved by the SANITATION DISTRICT. Membership dues for corporate card frequent user programs or the cost of airline club membership will not be reimbursed. Rental car cost for intermediate or standard model, mid-size car(Class"C")or the AUTO RENTAL smaller car compatible with the specific need and rental car gas will be reimbursed. Receipts must be provided to substantiate requested reimbursements. Parking fees for hotel, airport, rail station, etc.will be reimbursed. Consultant shall PARKING FEE use the most economic and practical parking location as reasonably available. Excessive parking fees that are deemed unreasonable by the SANITATION DISTRICT will not be reimbursed. Travel meals will be reimbursed on a per diem basis as established by U.S. General Service Administration. Per diem rates include gratuities(tips)and will not TRAVEL MEALS be separately reimbursed by the SANITATION DISTRICT. Personal expenses such as cost of alcoholic beverages will not be reimbursed. No receipts are required for the approved meals. The daily total reimbursement for meals shall not exceed the SANITATION DISTRICT per diem rate which is available upon request. PER DIEM DAILY RATE FOR The SANITATION DISTRICT may utilize per diem daily rate that includes lodging, LODGING AND MEALS meals and incidentals(M&IE)as established by IRS and U.S. General Service administration for pre-approved travel when reasonable. RENTAL EQUIPMENT Consultant will be reimbursed at actual cost, no mark-up. Cost of miscellaneous personal items such as, but not limited to newspapers, toiletries, shoeshine, tobacco products, pay TV, movies, valet services, health club MISCELLANEOUS charges, in-room mini bars, clothing and footwear will not be reimbursed. ATM/bank fees incurred by Consultant while traveling will not be reimbursed. Costs for project team lunches will not be reimbursed unless pre-approved by the SANITATION DISTRICT. PCSA—Attachment D PROJECT NO. SP-129 Revision 060414 OXYGEN PLANT DEMOLITION AT PLANT NO. 2 Page 2 of 2 ATTACHMENT "E" FEE PROPOSAL OXYGEN PLANT DEMOLITION AT PLANT NO.2 PROJECT NO.SP-129 PROFESSIONAL CONSULTANT SERVICES DURING CONSTRUCTION ATTACHMENT E-FEE PROPOSAL Consultant Name: Hazen and Sawyer Raw Labor $ 46,378 Fringe Costs 47.80% $ 22,169 Burdened Labor $ 68,64] (Raw Labor+Fringe) Overhead 89.85% $ 61,589 Subtotal (Burd labor ON) $ 130,136 Note: Round all values to nearest dollar. Profit 10.00% $ 13,014 (%of Subtotal) Total Direct Costs, $ 1,000 not to exceed TOTAL-'Consultant"Not to Exceed $ 144,150 Page 1 of 2 OXYGEN PLANT DEMOLITION AT PLANT NO.2 PROJECT NO.SP-129 PROFESSIONAL CONSULTANT SERVICES DURING CONSTRUCTION ATTACHMENT E-FEE PROPOSAL Subconsultants Under$100,000 SubconsultantI Corrpro $ 5,100 Subconsultant 2 DWG Associates $ 3,200 Subconsultant3 $ - Subconsultant4 $ - Subconsultants $ - TOTAL-Subconsultants Under$100,000 $ 6,300 SUMMARY Consultant $ 144,150 Subconsultants Under$100,000 $ 8,300 GRAND TOTAL-Not to Exceed $ 152,450 Page 2 of 2 ATTACHMENT "I" Cost Matrix and Summary OXYGEN PLANT DEMOLRION AT PLANT NO,2 PROJECT 1110.SP-129 PROFESSIONAL CONSULTANT SERVICES DURING CONSTRUCTION ATTACHMENT I-COST MATRIX Labor hours p o BUMenetl Labor 8, Allowable Task Ile. 'u a£ u m a e ]ou ]X, oS 6 a lu I.S u d H g c Q Total Hours Raw 40or Fringe CNN Labor Chartered O»M1aa rtl ProSubs;1 Total$U Direct CO616 Total as Avenege Actual Seer, 8798 6805 4263 64.76 5239 5114 4291 3228 4800 4115 2000 2000 47 80% 89.85% Logo% PHASE 4-CONSTRUCTION$INSTALLATION SERVICES 41 Protect Management 36 48 12 96 4,23924 2,02636 6.265,60 5,62964 11,895. 1,18962 13084.76 42 Initial ProjectMeetins 8 4 12 71492 34173 1,056.65 AYE 40 2,00605 20061 10000 2,30666 43 Submitlel Renews 5 9 11 10 4 35 173 6 27 10 12 0 10 12 324 13,74345 6,569.37 20,31282 1825107 38,56389 3.855.39 3.34000 4576028 44 Reque51s forlMormetion 0 12 0 30 10 20 92 66 30 20 30 10 320 1325330 6,33500 19588.38 17,60016 37,18B 53 3,71885 1,600.00 42,50739 45 Ca l Document MobiONtions 0 4 0 12 0 12 20 0 36 20 0 0 0 0 104 5,07580 2,42623 7,50203 6.740.58 14,24261 1424,26 15,66687 46 Construction Pro Bs5 Meto585its Vsits 48 8 56 326640 1,561.34 4,82]]4 4,337 72 9,16546 Saw 124000 50000 11,82201 SYb1INal-Phase 4-Construction&Installation Servlm 5 it) 15 52 14 67 235 120 93 50 62 12 20 20 912 40,293.11 19,260.11 59,55J.22 53,508.57 113,061.78 11,311R.18 6,180.00 800.00 131,147.96 PHASE 5-COMMISSIONING SERVICES(Not Used) SYb1INal-Phase 5-Commissioning SeMcee 11 0 0 0 0 0 0 0 0 0 0 0 0 0 01 0 0.00 ISO 0.00 0100 Too 0SO Too 0.00 0.00 PHASE 6-CLOSEOUT 61 Final Ins lion and Punch Lists 4 e 8 20 61648 291.20 90 ,68 817.36 17203 1)2)0 t240.00 10000 3,23973 62 Record Drawings 0 8 0 0 0 0 32 0 24 0 120 0 0 12 196 5,46952 2,61443 8.08396 7,26343 15,347M 1,534.74 88000 30000 18,06212 63 Proed Mane ement 0 0001 o00 000 000 o00 ow ON SublWl-Phase 6-CINeoN 0 12 0 0 0 0 60 0 "1 0 HO 0 0 20 216 6.085.00 490s.6J 8,99363 6,080]6 9,0]6.4t t,]p].4/ 2,H0.00 400.00 21,90185 TOTAL-PHASE34,Santl6 5 139 15 51 14 B) 325 120 11] 50 162 12 20 40 1128 46.JT8.1t 2gt6B.]4 66,546.85 6t,569.N 130,tJ6.19 tJ,01 J.62 8,300.00 t,pOp.00 t52,49.8t Rounded-Use for Attach E-Fe,Proposal Form 46.378.00 22,t69SO 68,50.00 81,589.00 t30,13600 iJ.014.00 8,300.00 1,000.00 152,450.00 Profit. Celculetime MeT w,p99 lv M 003 Ne 4BntlenolLaW&Ual 1303G19 I /v Page 1 of 1 ATTACHMENT "K" HOURLY RATE SCHEDULE FOR MINOR SUBCONSULTANTS ATTACHMENT K - HOURLY RATE SCHEDULE FOR MINOR SUBCONSULTANTS Corrpro Rate Schedule Project Manager $155.00 per hour Senior Corrosion Engineer $145.00 per hour Office Administrative $55.00 per hour (per quotation dated July 22,2014) ATTACHMENT K - HOURLY RATE SCHEDULE FOR MINOR SUBCONSULTANTS DWG Associates Fee Schedule Daniel W.Gay $160.00 per hour (per quotation dated July 22,2014) OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 09/03/14 Og/24/14 AGENDA REPORTItem Number Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services SUBJECT: REPAIRS TO RSS PUMPS AT P2, PROJECT NO. FR14-004 GENERAL MANAGER'S RECOMMENDATION A. Award a contract to the lowest responsive and responsible bidder, VSS Sales — Vaughan Industrial Repair, for Repairs to RSS Pumps at P2, Project No. FR14- 004, for a total amount not to exceed $282,504 and, B. Approve a contingency of$84,800 (30%). SUMMARY This project performs mechanical repairs on 12 Return Secondary Sludge (RSS) Pumps that are part of the Trickling Filter Secondary Treatment Process at Plant No. 2. The repairs include rebuilding the pumps, repairing corrosion damage, and replacing components so that plant water (chlorinated secondary effluent) can be used for lubricating and cooling the pumps which avoids the need to use potable water or reclaimed water. The estimated duration of the repair project is 400 calendar days. One pump has failed due to corrosion of the lubrication and cooling system and is out of service. The 11 other pumps are beginning to show similar signs of performance problems that would eventually lead to failure. Keeping the RSS Pumps operational is critical to meeting our permit requirements for secondary treatment standards. A 30% contingency is proposed due to the uncertainty of the extent of damage to the pumps which can only be known once complete disassembly and inspection is performed. The scope of the repairs is based on the most likely type of repair for this pump. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION RSS pumps recycle sludge from the clarifiers to the Sludge Re-aeration Reactors. The lube/cooling systems were originally designed to use two sources of feed water for the lube/cooling system: reclaimed water and plant water. Plant water costs significantly less than reclaimed water. The modifications to the pumps will allow the pumps to operate using plant water without being damaged by corrosion. Page 1 of 2 We advertised for bids on June 25, 2014. Two bids were received on August 5, 2014. The bids were evaluated in accordance with the Orange County Sanitation District's (OCSD) policies and procedures. VSS Sales — Vaughan Industrial Repair was deemed the lowest responsive, responsible bidder. Summary information on the bid opening for Repairs to RSS Pumps at P2, Project No. FR14-004 is as follows: Engineer's Estimate $ 277,728 Bidder Amount of Bid VSS Sales—Vaughan Industrial Repair $ 282,504 Mehta Mechanical Corporation, Inc. $ 324,120 CEQA A Notice of Exemption has been filed for this work on June 4, 2014. This project is categorically exempt from CEQA under section 15302 (c) — replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the OCSD's Purchasing Ordinance No. OCSD 44, Article 7, Section 7.01B. This repair will be funded through the Master Small Capital Replacement /Rehabilitation M-FR-PLT (2014-2015 & 2015-2016 Budget Section 8 — Page 12). This Small Capital fund is used to pay for capital repairs and/or direct replacements. The M-FR-PLT budget is adequate to cover this project. Date of Approval Contract Amount Continaencv 09/24/14 $282,504 $84,800 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package and attachments: Draft Service Agreement NJA:MAE:WC:SS:eh:pe Page 2 of 2 SERVICE CONTRACT REPAIRS TO RSS PUMPS AT P2 Specification No. FR14.004 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 Comoanv Name with a principal business at address _ (hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for repairs to the Rat Secondary Sludge (RSS) pumps at OG%D Plant 2 "Services"; and � I WHEREAS, OCSD has chosen ContLconduct'Services in accordance i an No. OCSD-44; and WHEREAS, on the Board of Directors of OCSD, by minu r, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue ofillexperience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and tual 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 EXhibIrK. 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" Exhibit"C" Exhibit"D" 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. 1.5 The various headings in this Contract are inserted for convenience only and shall not Orange County Sanitation District 1 of 9 Specification No. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit" A ". 1.9 The term "milestone", when used in this Contract, shall mean one pump is actually repaired and has been successfully tested in accordance with of Exhibit_ 1.10 Contractor shall provide OCSD with all required prAms and/or overtime work at charge beyond the price provided under"Compensation' below. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expense losses, or action incurred or undertaken by Contractor as a result of work performed i anticipation of purchases of said services by OCSD. 2. Com n Compensation for this project shall exceed the total 9r�unt of d 00/00 Dollars 3. Payments merits shall be made upon val OCSD Prifect Manager, Steve Speakman or his designee, of invoices submitted for milestones completed as defined above. OCSD, at its sole discretion, shall be flle determining party as to whether the milestones have been satisfactorily completed. 4. Invoices I 4.1 OCSD shall ply for milestones complet d, within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a)OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager, and FR14-004. 5. 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. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A" and ( ). Contractor shall perfonn said Services in accordance with generally accepted industry and professional standards. 7. 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. 6. Contract Term The Services provided under this Contract shall be completed within 405 days from the date of notice to proceed. Orange County Sanitation District 2 of 9 Specification No. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT 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 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting specification rrements, if the level of service is inadequate, or any other default of this Contract. 9.3 OOgD may also immediately Anr_.el fnr defAl of this Contract in whnle or ' written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankru tc • if ConVp6tor sells its business; or • if Cont ctor breaches any of the terms of this Contract;- • if total amount of compensation exceeds the //amount authorize i ontract. 9.4 All OCSD property in the possession or Eontrol of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. f 10. 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 cknowledgement of Insurance Requirements (attached hereto and incorporated herein a Exhibit "). Contractor shall not is obtained commence work under this Contract until all required insuranceained 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. 11N Bonds 11.1 Contractor shall, before entering upon the performance of this Contract, furnish bonds (attached hereto in Exhibit ) approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the project and during the warranty period. 11.2 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. Orange County Sanitation District 3 of 9 Specification No. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT 12. 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, /or (c) on account of any goods and services provided under this Contract. This indemnificA provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or gnvnne emnlnved by nr wnrkinn Imder 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 oil% 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 I#vide this defense immediately upon written notice from OCSD, and with well qualified, qu ely insured, and experienced legal counsel acceptable to OCSD. IN, ` F 13. Safety Standards and Human Resources (HR)Policies 13.1 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 man4s, or contracts do not comply with State or Federal regulations then the Contractor is r quired 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: OCSfypom, "Doc Central" (bottom of page), under"Safety'. 13.2 In addition to the requirements stated above, Contractor shall adhere to the following OCSD Safety requirements: SOP-102 PPE, SOP-106 Hearing Conservation Program, SOP-108 Contractor Safety, SOP-113 Bloodborne Pathogen, SOP-206 Fall Protection, SOP-303 Crane Safety Program, and SOP-304 Mobile Equipment. 14. Warranties 14.1 In addition to the Warranties stated in Exhibit'—', the following shall apply: 14.1.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 14.1.2 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 Contractor's sole expense. 15. Performance Time is of the essence in the performance of this Contract and the Orange County Sanitation District 4 of 9 Specification No. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT provisions hereof. 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 tF_0.6. Destination) Contractor assumes full resnonsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 16. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigate site of the work and is aware of all conditions there; and 3) it understands the facilities, di ties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing frnm thnqp. inherent in the wnrk nr q% renresented by OCSO, it%hall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD.40 �� 19. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local re#ulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 246, 261, and 503, Title 22, 23, and California Water Codes Diviion 2. Allik 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. Contractor's Employees Compensation 22.1 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. 22.2 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. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT 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. 22.3 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 acrprdanre with Section 1775 of the Labor Code of the State of California. 22A 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 contracyp volves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or Vre; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($9,n00_00) or mnre or fiya 051 wnrkinn days or more_ 22.5 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 V�y' person employed by him hereunder except as provided in paragraph 19.2 above. Contactor shall conform to rArticle 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00)for dac 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. 22.6 Record of Wahes; 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. 23. South Coast Air Quality Management District's ISCAQMDI 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. 24. 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. Orange County Sanitation District 6 of 9 Specification No. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT 25. 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. 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the ands 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 :hose due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages th�fference between the cost of the substitute goods or Services and the contract price, gether with any incAorane consequential damages. 27. Dispute Resolution 27.1 In the event of a dispute as a struction or interpretation of this Contrrights or obligations hereunder, the hall first attempt, in good faith, to r 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. 27.2 In the event the Parties are unabl�imelMr he dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such gurpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbit=rs 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. 26. 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 attorneys fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 29. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 30. 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. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT 31. 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. 32. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 33. Indeoendent Contractor The legal relatlnn%hlp 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 Agreement, 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. . 34. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor gFBign any rights under thig Cnntrnr.t withniA the nrinr written rnnSent of OCSD. Any such attempted delegation or assignment shall be void. 35. Third Party Rights Nothing in this Contract shall be co d to give an rights or benefits to anyone other than OCSD and Contractor. nstr N♦ 36. Non-Liability of OCSD Officers and Employeel'No�6fficer or empof OCSD shall be personally liable toMontractor, 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 Agreement. 37. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 36. 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. 33�� Entire Contract This Contract constitutes the entire agreement of the Parties and st7persedes 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. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT 40. 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: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Vall , CA 92708-7018 Contractor: Company Each party shall provide the other art written notice of any4e� s as practicable. �- IN WITNESS WHEREOF, irro�en ing to be legally bound,A% aused this Contract to be signed by th�duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: B Chair Board of Directors D ate By: Date of the Board ate By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employers I.D. Number Orange County Sanitation District 9 of 9 Specification No. FR14-004 DRAFT CONTRACT-DO NOT SUBMIT OPERATIONS COMMITTEE Needng Dare TOBd.Of Dir. 09/03/14 Og/24/14 AGENDA REPORT Item Number Item Number B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: OVERHUAL OF TWO (2) GAS COMPRESSORS AT PLANT No. 2 GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Agreement with VSS Sales — Vaughan's Industrial Repair, the lowest responsive and responsible bidder, for the overhaul of two gas compressors located at Plant No. 2, Specification No. S-2014-615BD, for period November 1, 2014 through May 30, 2016 for an amount not to exceed $279,280; and B. Approve a contingency of$27,928 (10%) SUMMARY Gas compressors are operated at both treatment plants to compress the gas produced in our digesters from solids removed from the wastewater treatment process so that it can be burned in our Central Generation Engines to produce electrical power and heat. The Sanitation District currently performs routine overhauls on the compressors on a five-year cycle. PRIOR COMMITTEE / BOARD ACTIONS N/A ADDITIONAL INFORMATION This Contract was competitively bid with five (5) prospective bidders attending the mandatory job walk, with four (4) bids being received by the District. The companies that bid (and the bid amounts, including sales tax, based on two gas (2) compressors being overhauled) are listed below. Staff recommends VSS Sales — Vaughan's Industrial Repair be awarded the Gas Compressor Overhaul Contract as the lowest responsive and responsible bidder. Accurate Air withdrew their bid due to an error in the calculated cost of materials for this job. Bidder Total Cost VSS Sales—Vaughan's Industrial Repair $279,280.00 ARB, Inc. $396,084.00 NRG Energy Services LLC $429,013.84 Accurate Air $163,339.48 (withdrawn) Page 1 of 2 CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Division 850, Object No. 54010, Line item 103). Project contingency funds are being requested for this agreement. Date of Auoroval Contract Amount Contingency 09/24/14 $279,280 $27,928 ATTACHMENT: The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package and attachments: Draft Service Agreement Page 2 of 2 SERVICE CONTRACT Overhaul of Two (2) Gas Compressors at Plant 2 Specification No. S-2014-615BD 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 Comoanv Name with a principal business at address (hereinafter referred to as "Contract^?')collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for the overhaul of two (2) gas compressors located at OCSD Plant 2, 2221�urst t, Huntington Beach, CA 92646 "Services"; and I WHEREAS, OCSD has Chosen CCntraC^^ '^ C^^^^^" in accordance wi No. OCSD-44; and Vc •wc' WHEREAS, on _ 41% Board of Directors o er, authorized execution of this Ague t between OCSD and Con WHEREAS, Contractor is qualified by virtue of r e, 'n duration and expertise to accomplish such Services, NOW THEREFORE, in conside4mises rid mutu enefits exchanged between the Parties, it is mutually agreed14 1. Introduction 1.1 This Contract and all eIled the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1rExhibits 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" Exhibit "C" Exhibit"D" 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. 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. Orange County Sanitation District 1 of 9 Specification No.S-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit" 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor a result of work performed in anticipation of purchases of said services by DCSD. 0 A 2. Cmmnen-gafinn Cnm nP_ngAtinn fnr thig nrn'innt Fhall not Axl`eed the total amount Of and 00/00 Dollars ($ N 3. Payments Payments shall be made upon approval by OCSD Project Manager, Dave Rodriguez or his designee, of invoices submitted for each overhaul completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the deterging party as to whether the Services tasks and deliverables for each overhaul have be*aftfactoHly completed. 4. Invoices AM 4.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by ontractor to OCSD Accounts Payable at APStaff(a)OCSD.com and reference the ollowing in the subject line: "INVOICE", the Purchase Order number, the Project Manager, Dave Rodriguez, and S-2014-615BD. 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of It�ea (3) years after its termination, OCSD shall have access to and the right to examine any di�`dectly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Wove of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A" and ( ). Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. 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. 6. Contract Term The Services provided under this Contract shall be completed within Seventeen (17)calendar months from the date of notice to proceed. 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 Orange County Sanitation District 2 of 9 Specification No.S-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT 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 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting specification requirements, if the level of service is inadequate; or any other default of this Contract. 9.3 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 un�the Bankruptcy Act; or • if Contractor sells its business; or - • if Contractor breaches any of the terms of this Contract; or • if total amnlmt of r_.mmnP.nFatinn Qxr_.aed5 the amnlmt quthnriled Under thiF Contract. 9.4 All OCSD property in the possession or control of Contractor shall be returned b�% Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs St. 10. Insurance Contractor and all subcontractors shall purchase and maintain, thRighout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set firth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "). 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. 11. Bonds 11.1 Contractor shall, before entering upon the performance of this Contract, furnish bonds (attached hereto in Exhibit ) approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the project and during the warranty period. 11.2 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. 12. 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 Orange County Sanitation District 3 of 9 Specification No.S-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT 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 unc:opyrighted 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 tractor of or anyone employed by or working under Contractor. To the maximum exteTrpermifted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are mentiess, or which involve claims or allegations that any of the parties to be defended were actively, pessively, 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. 13. Safety Standards and Human Resources(HR) Policies 13.1 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" (bottom of page), under"Safety". 1 In addition to the requirements stated in 13.1 above, CONTRACTOR shall adhere to the fo wing OCSD Safety requirements: SOP-102 PPE, SOP-105 LOTO, SOP-106 Hearing Conservation Program, SOP-107 Hazard Communication, SOP-106 CONTRACTOR Safety, SOP-117 Fire Protection, SOP-118 Hot Work, SOP-120 Machine Guarding, SOP-206 Fall Protection, SOP-303 Crane Safety Program, and SOP-304 Mobile Equipment. 14. Warranties 14.1 In addition to the Warranties stated in Exhibit'—', the following shall apply: 14.1.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 14.1.2 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 Contractor's sole expense. 15. Performance Time is of the essence in the performance of this Contract and the Orange County Sanitation District 4 of 9 Specification No.3-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT provisions hereof. 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 tF_0.6. Destination) Contractor assumes full resnonsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 16. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigate site of the work and is aware of all conditions there; and 3) it understands the facilities, di ties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing frnm thnqp. inherent in the wnrk nr Rs renresented by Or:SO, it shall immediately inform OCSD of this and shall not proceed, except of Contractor's risk, until written instructions are received from OCSD.40 19. Regulatory Requirements o %actor shall perform all work under this Corg(raCt in strict conformance with applicable frlderal, state, and local r atory requirements ifflquding, but not limited to, 40 CFR 122, 123, 124, 257, 258, 26 and 50it1� 22, 23, and California Water Codes Diviion 2. ' 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. Contractor's Employees Compensation 22.1 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. 22.2 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 Distnct 5 of 9 Specification No.S-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT 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. 22.3 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 arrprdanre with Section 1775 of the Labor Code of the State of California. 22A 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 contracyp volves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or Vre; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars l$9,non 00) or mnre or fiya 051 wnrkinn days or more. 22.5 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 Vy' person employed by him hereunder except as provided in paragraph 19.2 above. Contactor shall conform to IArticle 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00)for eacft 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. 22.6 Record of Wahes; 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. 23. 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. 24. 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. Orange County Sanitation District 6 of 9 Specification No.S-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT 25. 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. 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the ands 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 :hose due from Contractor. In the event OCS elects to "cover' as described in (3), OCSD shall be entitled to recover from Contractor asAIIIIIIIIIIIIIIIIIIIIIIIcies th�fference between the cost of the substitute goods or Services and th price, gether with any incidental consequential damages. 27. Dispute Resolution 27.1 In the event of a dispute as to the struction or interpretation of this Contract, or any rights or obligations hereunder, the Parti hall 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. 27.2 In the event the Parties are una�imelMr he 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 suchg�urpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party sh511 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. 26. 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 attorneys fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 29. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 30. 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.S-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT 31. 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. 32. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 33. Indeoendent 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 Agreement, 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 officersAnployees, and agents shall obtain no rights to any benefits which accrue to OCSD's emppl . 34. Limitations upon Subcontracting and Assignment Contractor shall no4 delegate any duties nor gFBign any rights ender thig Cpntrnr.t withnnt the nrinr written rnnSent of OCSD. Any such attempted delegation or assignment shall be void. 35. Third Party Rights Nothing in this Contract shall be co d to give an rights or benefits to anyone other than OCSD and Contractor. nstr N♦ 36. Non-Liability of OCSD Officers and Employeel'No�6fficer or empof OCSD shall be personally liable toTontractor, 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 Agreement. 37. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 36. 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. 33�� Entire Contract This Contract constitutes the entire agreement of the Parties and s%arsedes 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-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT 40. 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: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Vall , CA 92708-7018 Contractor: Company Each party shall provide the other art written notice of any4e� s as practicable. IN WITNESS WHEREOF, '�n ing to be legally bound, tAe aused this Contract to be signed byrth�duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: 4k B Chair Board of Directors D ate By: Date of the Board ate By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation Distract 9 of 9 Specification No.S-2014-615BD DRAFT CONTRACT-DO NOT SUBMIT OPERATIONS COMMITTEE Needng Date TOBd.Of Dir. 09/03/14 Og/24/14 AGENDA REPORT Item Number Item Number 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: OVERHAUL OF CENTRAL GENERATION ENGINES GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Agreement with NRG Energy, the lowest responsive and responsible bidder, for the Overhaul of Central Generation Engines, Specification No. S-2014-601BD, for an amount not to exceed $743,525, for the period of November 1, 2014 through October 31, 2015, with four one-year renewal options; and B. Approve an annual contingency of$148,705 (20%) SUMMARY The Sanitation District operates eight Central Generation engines between both treatment plants that meet approximately two-thirds of our electric demand and the majority of our heating demand. Routine maintenance of the engines is performed by District staff however, major overhauls which are conducted at 40,000-hour of service are contracted out. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION This Contract was competitively bid with five (5) prospective bidders attending the mandatory job walk with two (2) bids being received by the District. The companies that bid (and the bid amounts, including sales tax, based on engines being overhauled) are listed below. Staff recommends that NRG Energy Services, LLC. be awarded the Overhaul of Central Generation Engines Contract as the lowest responsive and responsible bidder. Bidder Total Cost NRG ENERGY Services, LLC. $ 743,524.44 Marsh Creek, LLC. $1,833,921.71 Page 1 of 2 CEQA This is not a project and so CEQA does not apply. BUDGET / PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Division 850, Object No. 54010, Line item 106). Project contingency funds are being requested for this agreement. Date of ADDroval Contract Amount Contingency 0 9/2 412 01 4 $ 743,525 $148,705 AGREEMENT: The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: Draft Service Agreement Page 2 of 2 SERVICE CONTRACT Central Generation Engine Overhauls Specification No.S-2014-601BD 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 Comoanv Name with a principal business at address _ (hereinafter referred to as "Contractor") collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to retain the Wices of C*exen "Services"; a WHEREAS, OCSD has chosen Contractor to condl*Services in accordance No. OCSD-44; and _ WHEREAS, on February 5, 2014, the Operations Committee authorized bidding of this Contract by the General Manager between OCSD and Clotractor; 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 nyituaTbenefits exchanged between the Parties, it is mutually agreed s 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 Exhi it"A". 1. 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" Exhibit"C" Exhibit"D" 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. 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. Orange County Sanitation Distrct 1 of 9 Specification No. S-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 The term "hours", when used in this Contract, shall be as defined in Exhibit" 1.8 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.9 Except as expressly provided otherwise, OCSD accepts no liability for tiny expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation for this project sh0not exceed the total amount of and 00/00 Dollars). 3. PaymwniC 1 3.1 Payments shall be made upon approval by WD Project Manager, Roy Eng or designee, of invoices submitted for milestones completed as follows: • PaymVeyKR per Engine: A to of-Eighty percent (80%) of the compensation for each engine'individually shall be p�id by OCSD to Contractor after the successful completion as described in Section _of Exhibit" " and sign-off by OCSD Project Manager, Roy English, or his designee of the 96-hour straight running test. • Final Payment: The final Twenty percent (20%) of the compensation for each engine individually shall be paid by OCSD to Contractor after the successful completion as described in Section of Exhibit " " and doff by OCSD Project Manager, Roy English, or his designee of the Ninety- 90 day running period. 4. Invokes ' V* 4.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges there Invoices shall include the Purchase Order Number. r 4nvoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a)OCSD.com and the Purchase Order number and "S-2014-601BD" shall be referenced in the subject line. 5. 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. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A" and (additional SOW material). Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. 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. S. Contract Term The Services provided under this Contract shall be completed within 45 Orange County Sanitation District 2 of 9 Specification No. S-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT days from the date of notice to proceed. 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 rereive 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 OCSD reserves the right to terminate this Co.2Wct immediately upon OCSD's determination that Contractor is not meeting specification rrements, if the level of service inadequate, or any other default of this Contract. 9.3 OCSD may also immediately cancel for deft of this Contract in who rt written notice to Contractor: 6or • if Contractor becomes insolvent or Iles a petition under the Bankruptcy Act; or • if Contractor sells its business; or 10 • if Contractor breach@s any of the terms of this Contract; or • if total amount of borrTipensation exceeds the amount authorized under this Contract. 9.4 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. 10. 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 " "). 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. 11. Bonds 11.1 Contractor shall, before entering upon the performance of this Contract, furnish bonds (attached hereto in Exhibit ) approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the project 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 Orange County Sanitation Disinct 3 of 9 Specification No. S-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT officers to approve the bond. 12. 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 Contractors 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 anointed 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 tented or unpatented invention, article or appliance, furnished or used under the Contract,*/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or Omi%Rinnc, willful miRcnnd Slit, nr nPnlinent miftr_.nndUCt, whether anive nr na¢cive, 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 13. OCSD Safety Standards and Human Resources Policies 13.1 OCSD requires all contractors and consultants 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 Saftjg&andards and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom under "Safety". 13. In addition to the OCSD Safety Standards and Human Resources Policies, the appli tandard Operating Procedures are as follows: SOP-102 PPE, SOP-105 LOTO, SOP- Hearing Conservation Program, SOP-107 Hazard Communication, SOP-108 Contractor Safety, SOP-118 Hot Work, SOP-120 Machine Guarding, SOP-205 Electrical Safety, SOP-206 Fall Protection, SOP-303 Crane Safety Program, and SOP-304 Mobile Equipment. 14. Warranty 14.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 14.2 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 Contractor's sole expense. 15. Performance Time is of the essence in the performance of this Contract and the Orange County Sanitation Distract 4 of 9 Specification No. S-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT provisions hereof. 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 tF_0.6. Destination) Contractor assumes full resnnn%ihility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 16. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigate site of the work and is aware of all conditions there; and 3) it understands the facilities, di ties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing frnm thnqp. inherent in the wnrk nr q% renresented by OCSO, it%hall immediately inform OCSD of this and shall not proceed, except at CorActor's risk, until written instructions are received from OCSD.� 19. Regulatory Requirements 'CollCractor shall perform all tirork under this C r in strict conformance with applicable 4deral, state, and local r atory requirements i uding, but not limited to, 40 CFR 122, 123, 124, 257, 258, 2 and 5 itlg 22, 23, and California Water Codes Diviion 2. �� W 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. Public Contracts Law Contractor's Employees Compensation 22.1 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. 22.2 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 Orange County Sanitation District 5 of 9 Specification No. S-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT said prevailing rates shall be paid to workers employed on this public works contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 22.3 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. 22A Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are Mlicable to this contract and the Contractor shall comply therewith if the prime contrAWvolves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contrnntom not hiddinn fnr wnrk thrniinh the neneral nr prime r..nntracfnr are two thousand dollars ($2,000.00) or more or five (5)working days orrhore. 22.5 Workday — In the performance of this contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph 19.2 above. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00)for each worker employed in the execution of this contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. Contractor shall keep an accurV4111111111record 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. 22.6 Record of Wages; Inspection - C6ntracor 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. 23. South Coast Air Quality Management District's (SCAQMD) Reauirements 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. 24. 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 Orange County Sanitation District 6 of 9 Specification No. S-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT action is brought in connection with this Contract or the performance thereof. 25. 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. 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contractt'N to purchase, substitute goods or Services for those due from Contractor. In the event OC lects t99a�over' as described in (3), OCSD shall be entitled to recover from Contractor as dUpges thfflWerence between the cost of ga substitute goods or Services and the contr price, together with any incidental concenuentigl damages 27. Dispute Resolution 27.1 In the event of a dispute as to the Astruction 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 medi*r 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. 27.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitratio ursuant to California Code of Civil Procedure, eq.Part 3, Title 9, Sections 1280 et s For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 26. 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. 29. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 30. 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 Orange County Sanitation District 7 of 9 Specification No. S-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT frustrate the expectations of the Parties. 31. 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. 32. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 33. 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 Agreement, 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, employeasgand agents shall obtain no rights to any benefits which accrue to OCSD's employees. 34. Limitatinnc nnnn .Cllhrnntrartinn and AgCinnmant Gnntmr.tor Fhgll not delegate any duties nor assign any rights under this Contract without the prior written consent CSD. Any such attempted delegation or assignment shall be void. _ 35. Third Party Rights Nothing in this Contract shall be construed to give any or benefits to anyone other than OCSD and Contractor. 36. 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 Agreement. 37. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Cyontract. 86. 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 Cont , the Parties are formally bound. 3 . 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-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT 40. 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: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Vall , CA 92708-7018 Contractor: Company Each party shall rovida the other art written notice of any than s as practicable. 11 IN WITNESS REOF, irr��en ing to be legally bound,lAe a aused this Contract to be si th�duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: y: Chair Board of Directors Dated: rF y:. ' Clerk of the Board By: Contracts/Purchasing 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-2014-601BD DRAFT CONTRACT-DO NOT SUBMIT OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 09/03/14 Og/24/14 AGENDA REPORT Item Number Item Number 0 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services SUBJECT: PLANT 2 NORTH SCRUBBER COMPLEX BLEACH PUMP BASE REPLACEMENT (REBID) - PROJECT NO. FR12-031-R GENERAL MANAGER'S RECOMMENDATION A. Award a contract to the lowest responsive and responsible bidder, Tharsos Incorporated, for Plant 2 North Scrubber Complex Bleach Pump Base Replacement (Rebid) - Project No. FR12-031-R, for a total amount not to exceed $173,937 and, B. Approve a contingency of$34,788 (20%). SUMMARY This project rehabilitates the concrete and replaces the coating system within the Plant North Foul Air Scrubber Complex bleach containment area at Plant 2. The work also replaces 11 bleach pump concrete bases and completes other minor repairs within the area and reduces the potential for staff injury and/or soil contamination. We advertised for bids on May 29, 2014. Three bids were received on July 14, 2014. The bids were evaluated in accordance with the Orange County Sanitation District's (OCSD) policies and procedures. Tharsos Inc. was deemed the lowest responsive, responsible bidder. The estimated duration of this project is 150 calendar days. A 20% contingency is being proposed due to unforeseen conditions such as additional deteriorated concrete or reinforcing bars that may be discovered during the work. Summary information on the bid opening for Plant 2 North Scrubber Complex Bleach Pump Base Replacement (Rebid), Project No. FR12-031-R is as follows: Engineer's Estimate $ 225,000.00 Bidder Amount of Bid Tharsos Inc. $ 173,937.00 ODC Engineering and Technology $ 181,400.00 SS Mechanical Corporation $ 337,800.00 Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The North Scrubber Complex bleach containment structure was originally built in 1993 and was expanded in 1996. During an evaluation and further assessment of the facilities, staff determined the coating system within the containment area had failed. They also found damage to the concrete pump bases, stairway, and other concrete surfaces. This project repairs the failed coating system, damaged concrete, and the other items discovered during the design phase. CEQA A Notice of Exemption has been filed for this work on June 4, 2014. This project is categorically exempt from CEQA under section 15302 (c) — replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the OCSD's Purchasing Ordinance (Ordinance Article 7, Section 7.01B). This repair will be funded through the Master Small Capital Replacement /Rehabilitation M-FR-PLT (2014 — 2015 & 2015-2016 Budget Section 8 — Page 12). This Small Capital fund is used to pay for capital repairs and/or direct replacements. The M-FR-PLT budget is adequate to cover this project. Date of Approval Contract Amount Contingency 09/24/14 $173,937 $34,788 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package and attachments: Service Agreement NJA:MAE:WC:SS:eh:pe Page 2 of 2 SERVICE CONTRACT Plant 2 North Scrubber Complex Bleach Pump Base Replacement(Rebid) FR12-031-R THIS CONTRACT is made and entered into as of the date fully executed below by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Comoanv Name with a principal business at address (hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to re the wices of Contractor for i "Services"; and WHEREAS, O(_:$D has rhnssn�Ontractnr Inr_nn SArvir_.eF in ar ordannn with No. OCSD-44; and WHEREAS, on Board of Directors of e er, authorized execution of this Agreem t ween OCSD and Contractor; a WHEREAS, Contractor is qualified by virtue of I&e e,training, and education and expertise to accomplish such Services, NOW THEREFORE, in conside40nm,se mutualrgnefits exchanged between the Parties, it is mutually agreedIt 1. Introduction1.1 This Contract and alleIled the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described i Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A" 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit "A" Scope of Work Exhibit "B" Exhibit "C" Exhibit "D" 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. 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. Orange County Sanitation District 1 of 9 Specification No. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit" 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD ac is no liability for any expenses, losses, or action incurred or undertaken by Contractor We result of work performed anticipation of purchases of said services by OCSD. JL 2. Compensation Compensation for this proVh shall not exceed the total a nt and 00/00 Dollars ($ ). 3. Payments 3.1 Payments shall be made up5n approval by OCSD Engineer, Steve SpeakrT)aVor his designee, of invoices submitted for milestones completed follows and as described in Exhibit .,A,,: • 50% upon completion of concrete rehabilitation • 50% upon final completion of all work and acce by CSD Engineer 3.2 OCSD, at its sole discretion, shall be the determining party as to whether the tasks and deliverables for each milestone have been satisfactorily completed. 4. Invoices � v 4.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Engineer of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffQOCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Engineer, Steve Speakman and FR12-031-R. 5. 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. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A" and ( ). Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. 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. Orange County Sanitation District 2 of 9 Specification No. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT & Contract Term The Services provided under this Contract shall be completed within 105 days from the date of notice to proceed. 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 feel to the data 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 OCSD reserves the right to terminate this Contract immediately upon OCS ' determination that Contractor is not meeting specification requirements, if the level of se inadequate, nr env nther defgidt�af this t'.nntrant. y 9.3 OCSD may also immediately cancel for default of this Contract in4pl1%kin b written notice to Contractor: • if Contttetor becomes insolvent or files a petition under the Bankruptcy Act;,4#* • if Contractor sells its business; or • if Contractor breach9s any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized u r this Contract. 9.4 All OCSD property in the possession or co I C�(tor shall be returned by or a Contractor to OCSD upon dame t the terminatio s Contract, whichever occurs first. 10. Bonds dk 10.1 CONTRACTOR shall, before entering d'pon the performance of this Agreement, furnish bonds (attached hereto in Exhibit ) approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the project and during the warranty period. 10.2 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 Exhibit " "). Contractor shall not is obtained commence work under this Contract until all required insuranceained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a Orange County Sanitation District 3 of 9 Specification No. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 12. 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 snip 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 accouyy&of use of any copyrighted or uncopyrighted material, composition, or process, or anyVMented or unpatented invention; article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and servir_Ac nrnvided under this QnntrAr.t. This indamnifir_ation 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 meatless, or which involve c3ll irr#or allegations that any of the parties to be defended were actively, passively, or conorrently 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. 13. Safety Standards and Human Resources(HR)Policies 13.1 OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all S e and Federal regulations as well as OCSD requirements while working at OCSD locati ns. 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" (bottom of page), under"Safety". 13.2 In addition to the requirements stated in 12.1 above, CONTRACTOR shall adhere to the following OCSD Safety requirements: SOP-102 PPE, SOP-105 LOTO, SOP-106 Hearing Conservation Program, SOP-107 Hazard Communication, SOP-108 CONTRACTOR Safety, SOP-118 Hot Work, SOP- 120 Machine Guarding, SOP-205 Electrical Safety, SOP-206 Fall Protection, and SOP-304 Mobile Equipment. 14. Warranties 14.1 In addition to the Warranties stated in Exhibit'—', the following shall apply: 14.1.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 14.1.2 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 Orange County Sanitation District 4 of 9 Specification No. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT deficiency(ies) at Contractor's sole expense. 15. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 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 Contr� 16. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the wnrk to he nernrmed; 21 it hag investigated the cite of the wnrk and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of thiWnd shall not proceed, except at Contractor's risk, until written instructions are received from IDCSD. 19. Regulatory Requirements 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. 40 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. Contractor's Employees Compensation 22.1 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. 22.2 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 Orange County Sanitation District 5 of 9 Specification No. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT be performed for each craft or type of work needed to execute this contract, and copies of the same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 22.3 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 Cocle of the State of California. 22A Apprentices — Sections 1777.5, 1777.6, 1777.7 Joe Labor Code of the State of California, regarding the employment of apprentices are applicable to this contract and the Contrantor shall rmmnly therewith if the prime gnntrart invnlves thirtv thousand dollars ($30,000.00) or more or twenty (20) working dayR 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}nore or five (5)working days or more. W, 22.5 Workd the performance of this contract, not more than eight (8) hp shall constitute a da o nd the Contractor shall not require more than eight (8) hours of labor in a day from any erployed by him hereunder except as provided in paragraph 19.2 above. Contracto I 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 apr 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. 22.6 Record of Wages; InsD*,On - 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. 23. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. Orange County Sanitation District 6 of 9 Specification No. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT 24. 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. 25. 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. 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Contract; (2) recover whatever amoun.J& the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to pulwse, substitute goods or ServiSjL for those due from Contractor. In the event OCSD elects to "cover' as described in (3), shall he entitled to rer_.nver from rOnfraptnr ag damages the difference between the t substitute goods or Services and the contract price, together with an i I consequential damages. 27. Disoute Resolution 27.1 In the event of a dispu the construction or interpretation of!Nr 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 Meqji& Rules of the American Arbitration Agreement, through the alternate dispute resoluti edures of Judicial Arbitration through Mediation Services of Orange County ("JAMBa, o ny similar organization or entity conducting an alternate dispute resolution process. 27.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The 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. 26. Aftomev'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. 29. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 30. Severabilifv If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, Orange County Sanitation District 7 of 9 Specification No. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT 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. 31. 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. 32. Disclosure Contractor agrees not to disclose; to any third party, data or information generated from this project without the prior written consent from OCSD. 33. 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 Agreement, Cor��rctor and its officers, employees, and agents shall act in an independent capacity and Wdll not act as OCSD's officers; employees, or agents. Contractor and its officers, employees, and agents shall obtain n hts to any henafitc which gr_.rn ie to oasD'g emnlmiaes. 34. Limitations upon Subcontracting and Assignment Contractor sWt not delegate any duties nor assign any rights under this Contract without the prior writt rilift of OCSD. Any such attempted delegation or assignment shall be void. `IV 35. Third Party Rights Nothing in this Contra ate i y rights or benefits to anyone other than OCSD and Contractor 36. 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 Agreement. 37. Read and Understood By signing thisleontract, Contractor represents that he has read and understood the terms and conditions of the Contract. 38. 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. 39. 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. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT 40. 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: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Vall , CA 92708-7018 Contractor: Company Each party shall rovida the other art written notice of any than s as practicable. 11 IN WITNESS REOF, irr��en ing to be legally bound,lAe a aused this Contract to be si th�duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: y: Chair Board of Directors Dated: rF y:. ' Clerk of the Board By: Contracts/Purchasing 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. FR12-031-R DRAFT CONTRACT-DO NOT SUBMIT OPERATIONS COMMITTEE MeeingDate Toee.orDir. 091031 Og/24/14 AGENDA REPORT Item Number Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: FINAL EFFLUENT SAMPLER AND BUILDING AREA UPGRADES, PROJECT NO. J-110 GENERAL MANAGER'S RECOMMENDATION Approve a budget increase of $706,000 for Final Effluent Sampler and Building Area Upgrades, Project No. J-110, for a total budget amount of$14,770,000. SUMMARY This project is for the rehabilitation of existing facilities at Plant No. 2 and encompasses diverse categories of work. This project demolishes final effluent sampling and ocean monitoring trailers and one storage building, makes subsurface improvements, and constructs a new final effluent sampling pump station and building with a small laboratory area. This project rehabilitates large diameter final effluent outfall pipelines including the land section of the short-ocean outfall pipe, rehabilitates junction structures and large valve boxes associated with the final effluent pipelines, and rehabilitates Surge Tower No. 1. The short outfall work requires divers to install a mechanical plug and metal plates in the outfall pipe. This project replaces two buried natural gas pipelines, removes and replaces asphalt paving, retrofits a small storm water pump station, replaces a bubbler system, and installs other miscellaneous items. Staff requests additional funds for the construction contract budget. The Engineer's Estimate for the base contract work is within the current construction budget. But, this type of rehabilitation work historically has high change orders due to unidentified metal or concrete failures that are not readily observed by inspections during the design. The request is to allow for additional funds for the potential quantities of unidentified work that are typically encountered on these types of rehabilitation projects. Based on lessons learned from similar projects, additive bid items for potential quantities of unidentified rehabilitation work should be included in the Contractors bid. These funds are used to adjust actual quantities based on field measurements during construction as determined by the Orange County Sanitation District (Sanitation District) staff. In order to adequately fund an estimate of the unidentified work, an additional $706,000 is requested to be added to the construction contract budget. The construction contract budget would be increased from $7,929,167 to $8,635,167 resulting in a total project budget of$14,770,000. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The total estimated base construction cost is $7,890,000, which is within the current construction budget of$7,929,167. Staff has identified the following high likelihood risk items that should be added to the base contract bid items. If the work found to be unnecessary, credit change orders at bid unit rates will be processed. Additional Plug Removal/Installation in the Short-Outfall Pipeline. This may be needed to $180,000 place short outfall into service in high flow event. 120-inch and 108-inch PVC Liner Repairs and Delamination. As the Contractor removes loose or failed liner, additional liner may be $100,000 discovered to not be adhered adequately to the pipe. 120-inch Pipeline Corrosion Nodules Repair. As the Contractor uses abrasive blasting methods to remove corrosion, the size and $71,000 depth of the failed areas may become larger as poor concrete or steel behind the obvious failure locations is exposed. Surge Tower Welded Steel Plate Repairs. As the Contractor uses abrasive blasting methods to remove corrosion, the size and $210,000 depth of the failed areas may become larger as corroded steel behind obvious corrosion locations is exposed. 120-inch Concrete Spalling and Defects. As the Contractor uses tools to remove defective concrete, the size and depth of the failed $100,000 areas may become larger as poor concrete behind the obvious failure locations is exposed. 120-inch Failed Joints. As the Contractor removes failing seals from joints, mortar $45,000 replacement behind the joint may be discovered. TOTAL ESTIMATE $706,000 Page 2 of 3 CEQA Notice of Exemption was filed on May 5, 2008. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request for increase in the project budget complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2014-15 Section 8, Page 73), but the budget is insufficient for the recommended action. These funds will be offset by reductions within the CIP Budget. ATTACHMENT N/A WS:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Data To BA.of Dlr. 09/03,14 -- AGENDA REPORT em number Item Numbe 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: QUARTERLY ODOR COMPLAINT REPORT GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY During the fourth quarter of FY 2013/14 Plant No. 1 had four odor complaints attributable to OCSD, Plant No. 2 had three odor complaints attributable to OCSD and the collections system had four odor complaints attributable to OCSD. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment(a) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Fiscal Year 2013/14 Fourth Quarter Odor Complaint summary JS:cf Page 1 of 1 Fiscal Year 2013/144th Quarter 1. Plant No. l Treatment Facility Odor Complaint Summary Plant No. 1 received four attributable odor complaints. One complaint received was a result of excess diverted flow in the Newhope trunkline. Euclid trunkline was diverted into Newhope trunkline while corrosion repairs were conducted. There were two complaints of a sulfur type odor; however, staff was unable to detect the odor at the complainant's residence or in the treatment facility. The fourth complaint is believed to be caused while two wastehauler trucks were offloading simultaneously. Staff made the necessary flow adjustments, plant odor circuits, and searched for point sources that create fugitive odors. In an effort to better respond to and define odor sources, The Public Information Office (PIO), Process Engineering and Operations continue to evaluate odor sources and address all public complaints in a timely manner. 2. Plant No. 2 Treatment Facility Odor Complaint Summary Plant No. 2 received three attributable odor complaints. Staff reported that these complaints seem to be directly related to the dewatering facilities and trickling filters. Staff were able to detect odors at the complainant residence and made the necessary flow adjustments, plant odor circuits, and searched for point sources that create fugitive odors. Staff eliminated the dewatering odors by closing exterior doors. Staff continue to mitigate the trickling filter odors by changing out the media in the carbon odor scrubbers. Staff will monitor the media for garlic odors and replace as needed. Due to the estimated frequency of carbon change out, Operations with support from Engineering staff are designing an alternative odor scrubbing technology. 3. Collection Facilities Odor Complaints—Fourth Quarter FY 2013/14 OCSD received four attributable odor complaints due to the collection system. Based on our current upstream sewage conditioning program, our goal for level of service is 34 or fewer complaints attributed to OCSD. 4. All Odor Complaints Tracking 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr Cumulative April 2014 to June 2014 FY FY FV F1' FV 13/14 13/14 13/14 13/14 13/14 Collections P1 P2 Total Total Total Total Total Total Complaints 13 7 3 23 12 33 36 104 Received Complaints from 1 2 0 3 2 2 5 12 Employees Total Complaints 12 5 3 20 10 31 31 92 from Public: Attributable to 4 4 3 11 7 12 17 47 OCSD Unknown 3 2 0 5 5 3 7 20 Source/In House Not OCSD 6 1 0 7 0 18 12 37 OPERATIONS COMMITTEE Meebng Date To ad.ofW. 09,03,14 -- AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CESSATION OF DISINFECTION OF OCEAN DISCHARGE GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY This presentation is to inform the Operations Committee of the progress made of the past several months by the staff from the Environmental Laboratory and Ocean Monitoring (ELOM) and Environmental Compliance Divisions: 1) informal staff level discussions have been held between the Orange County Health Care Agency and the Santa Ana Regional Water Quality Control Board to determine the best approach to modifying OCSD's NPDES Permit to eliminate the addition of chlorine as a disinfectant to OCSD's ocean discharge, 2) the outreach by Ed Torres and the ELOM staff to the Orange County Coastal Coalition, and the Cities of Newport Beach and Huntington Beach, 3) the potential financial benefits to OCSD through the saving of $360,000 per year in chemical costs, and 4) the planned next steps OCSD staff will be taking to facilitate this change in plant processes. PRIOR COMMITTEE/BOARD ACTIONS Board of Directors Adopted Strategic Initiative to pursue cessation of disinfection through a change in NPDES Ocean Discharge Permit ADDITIONAL INFORMATION N/A CEQA N/A Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand 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.