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
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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.
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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.
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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
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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.
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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.
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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
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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.
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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.
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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.
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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).
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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.
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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.
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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
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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
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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
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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.
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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.
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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.
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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
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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.
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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
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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.
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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.
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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
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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
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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.
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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.
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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
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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
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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.
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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.
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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.
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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
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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.
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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
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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
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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
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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
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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.
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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.
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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.
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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
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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.
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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
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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
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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
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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
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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
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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
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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.
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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
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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.
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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.
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& 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
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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
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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
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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.
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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.
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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
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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.