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Orange County Sanitation District
OPERATIONS COMMITTEE
Regular Meeting Agenda
Wednesday, October 2, 2019 - 5:00 PM
Board Room
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
ACCOMMODATIONS FOR THE DISABLED: Meeting Rooms are wheelchair accessible. If you require any
special disability related accommodations, please contact the Orange County Sanitation District Clerk of the
Board's office at (714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the
nature of the disability and the type of accommodation requested.
AGENDA POSTING: In accordance with the requirements of California Government Code Section 54954.2, this
agenda has been posted outside the main gate of the Sanitation District's Administration Building located at
10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsd.com not
less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item,
including any public records distributed less than 72 hours prior to the meeting to all, or a majority of the
Board of Directors, are available for public inspection in the office of the Clerk of the Board.
AGENDA DESCRIPTION: The agenda provides a brief general description of each item of business to be
considered or discussed. The recommended action does not indicate what action will be taken. The Board of
Directors may take any action which is deemed appropriate.
MEETING AUDIO: An audio recording of this meeting is available within 24 hours after adjournment of the
meeting. Please contact the Clerk of the Board's office at(714) 593-7433 to request the audio file.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be
submitted in writing to the Clerk of the Board: Kelly A. Lore, MMC, (714) 593-7433/ klore@ocsd.com at least 14
days before the meeting.
FOR ANY QUESTIONS ON THE AGENDA, BOARD MEMBERS MAY CONTACT STAFF AT:
General Manager: Jim Herberg,jherberg@ocsd.com/ (714)593-7300
Asst. General Manager: Lorenzo Tyner, Ityner@ocsd.com/(714)593-7550
Asst. General Manager: Rob Thompson, rthompson@ocsd.com/ (714)593-7310
Director of Human Resources: Celia Chandler, cchandler@ocsd.com/(714) 593-7202
Director of Engineering: Kathy Millea, kmillea@ocsd.com/(714)593-7365
Director of Environmental Services: Lan Wiborg, Iwiborg@ocsd.com/(714) 593-7450
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, October 2, 2019
CALL TO ORDER
PLEDGE OF ALLEGIANCE
DECLARATION OF QUORUM:
PUBLIC COMMENTS:
If you wish to address the Committee on any item, please complete a Speaker's Form (located at the table outside
of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on
which you wish to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to
three minutes.
REPORTS:
The Committee Chairperson and the General Manager may present verbal reports on miscellaneous matters of
general interest to the Directors. These reports are for information only and require no action by the Directors.
- Headquarters Complex Ad Hoc Committee Meeting Update
CONSENT CALENDAR:
Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one
motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be
considered in the regular order of business.
1. APPROVAL OF MINUTES 2019-591
RECOMMENDATION:
Approve Minutes of the Regular Meeting of the Operations Committee held September
4, 2019.
Originator: Kelly Lore
Attachments: Agenda Report
09-04-2019 Operations Committee Minutes
2. UPS AND BATTERY CHARGER MAINTENANCE 2019-537
RECOMMENDATION:
A. Approve a purchase order service contract with Odyssey Power Corporation for
uninterruptible power supply (UPS) and battery charger inspection and
preventative maintenance services for Plant Nos. 1 and 2 and pump stations,
per Specification S-2019-1081 BD, for a total amount not to exceed $125,490 for
the period of October 1, 2019 through September 30, 2020, with four, one-year
renewal options; and
Page 1 of 3
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, October 2, 2019
B. Approve a contingency of $25,098 (20%) for each contract period.
Originator: Rob Thompson
Attachments: Agenda Report
S-2019-1081 BD SERVICE CONTRACT
NON-CONSENT:
3. TUSTIN AVENUE MANHOLE AND PIPE REPAIR, PROJECT NO. 2019-584
FE 17-06
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Tustin Avenue
Manhole and Pipe Repair, Project No. FE17-06;
B. Award a Construction Contract to Nuline Technologies, LLC for Tustin Avenue
Manhole and Pipe Repair, Project No. FE17-06, for a total amount not to exceed
$350,000; and
C. Approve a contingency of $35,000 (10%).
Originator: Kathy Millea
Attachments: Agenda Report
FE17-06 Construction Contract
4. MP-275/MP-276 CENTRAL GENERATION ENGINE OVERHAULS AT 2019-571
PLANT NOS. 1 AND 2
RECOMMENDATION: Recommend to the Board of Directors to:
A. Award a service contract to UPS Midstream Services, Inc. to provide Central
Generation Engine Overhauls at Plant Nos. 1 and 2 (for a total of two engines),
Specification No. S-2019-107413D, for a total amount not to exceed $5,636,335;
and
B. Approve a contingency of $1,127,268 (20%).
Originator: Rob Thompson
Attachments: Agenda Report
S-2019-1074BD FINAL SERVICE CONTRACT
Page 2 of 3
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, October 2, 2019
INFORMATION ITEMS:
5. ORANGE COUNTY SANITATION DISTRICT'S SAFETY AND SECURITY 2019-598
PROGRAM
RECOMMENDATION:
Information Item.
Originator: Celia Chandler
Attachments: Agenda Report
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
At this time Board members may request staff to place an item on a future agenda.
ADJOURNMENT:
The next Operations Committee meeting is scheduled for Wednesday, November 6,
2019 at 5:00 p.m.
Page 3 of 3
oJ�jV SAN17gTO9 Orange Count Sanitation District Administration Building
5� o, g � 10844 Ellis Avenue
2 9 Fountain Valley, CA 92708
OPERATIONS COMMITTEE (714)593 7433
9oTFCTN0 THE ENVQ����2
Agenda Report
File #: 2019-591 Agenda Date: 10/2/2019 Agenda Item No: 1.
FROM: James D. Herberg, General Manager
Originator: Kelly A. Lore, Clerk of the Board
SUBJECT:
APPROVAL OF MINUTES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Approve Minutes of the Regular Meeting of the Operations Committee held September 4, 2019.
BACKGROUND
In accordance with the Board of Directors Rules of Procedure, an accurate record of each meeting
will be provided to the Directors for subsequent approval at the following meeting.
RELEVANT STANDARDS
• Resolution No. OCSD 18-12
ATTACHMENT
The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.com) with the complete agenda package:
• Minutes of the Operations Committee meeting held September 4, 2019
Orange County Sanitation District Page 1 of 1 Printed on 9/25/2019
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Orange County Sanitation District °NjV SANITgTo Wednesday, September 4, 2019
Minutes of the °° mo 5:00 PM
OPERATIONS COMMITTEE _ A Board Room
Administration Building
10844 Ellis Avenue
9 $ Fountain Valley, CA 92708
oT ��
THE EN�PO
(714) 593-7433
CALL TO ORDER
A meeting of the Operations Committee was called to order by Committee Chair Bob Collacott
on Wednesday, September 4, 2019 at 5:03 p.m. in the Administration Building. Director Tim
Shaw led the Flag Salute.
DECLARATION OF QUORUM:
A quorum was declared present as follows:
Present: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Jesus Silva, Fred Smith, David Shawver and John
Withers
Absent: Brad Avery, Doug Chaffee, Phil Hawkins and Sandra Massa-Lavitt
STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Rob Thompson, Assistant
General Manager; Lorenzo Tyner, Assistant General Manager; Kathy Millea, Director of
Engineering; Lan Wiborg, Director of Environmental Services; Kelly Lore, Clerk of the Board;
Jennifer Cabral; Don Cutler; Mike Dorman; Dean Fisher; Al Garcia; Rich Leon; Cortney Light;
Jeff Mohr; Riaz Moinuddin; Tyler Ramirez; Wally Ritchie; and Eros Yong.
OTHERS PRESENT: Brad Hogin, General Counsel; Bob Ooten, Alternate Director, CMSD;
and Austin Mejia, Supervisor Chaffee's office.
PUBLIC COMMENTS:
None.
REPORTS:
A report was not provided by the General Manager or the Committee Chair.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES 2019-511
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Page 1 of 7
OPERATIONS COMMITTEE Minutes September 4, 2019
Approve Minutes of the Special Meeting of the Operations Committee held July 10,
2019.
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Fred Smith, David Shawver and John Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins, Sandra Massa-Lavitt and
Jesus Silva
Abstentions: None
2. QUARTERLY ODOR COMPLAINT REPORT 2019-507
Originator: Rob Thompson
ACTION TAKEN TO:
Receive and file the Fiscal Year 2018/19 Fourth Quarter Odor Complaint Report.
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Fred Smith, David Shawver and John Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins, Sandra Massa-Lavitt and
Jesus Silva
Abstentions: None
3. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE 2019-519
REPORT
Originator: Kathy Millea
MOVED, SECONDED, AND DULY CARRIED TO:
Receive and file the Capital Improvement Program Contract Performance Report for
the period ending June 30, 2019.
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Fred Smith, David Shawver and John Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins, Sandra Massa-Lavitt and
Jesus Silva
Abstentions: None
4. SUNFLOWER AND RED HILL INTERCEPTOR REPAIR, PROJECT 2019-520
NO. 7-66
Originator: Kathy Millea
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Page 2 of 7
OPERATIONS COMMITTEE Minutes September 4, 2019
A. Approve a Professional Design Services Agreement with GHD Inc. to provide
engineering services for Sunflower and Red Hill Interceptor Repair, Project No.
7-66, for an amount not to exceed $308,712-1 and
B. Approve a contingency of $30,871 (10%).
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Fred Smith, David Shawver and John Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins, Sandra Massa-Lavitt and
Jesus Silva
Abstentions: None
5. BLANKET PURCHASE ORDER FOR ARC FLASH SUIT & GLOVE 2019-534
RENTAL PROGRAM FROM CINTAS CORPORATION
Originator: Rob Thompson
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve Blanket Purchase Order with Cintas Corporation for 12 calorie per
square centimeter rated daily wear uniform and 65 calorie per square centimeter
rated Arc Flash Suit and Electrically Insulated Glove Lease Program per
Cooperative Agreement Contract: R-BB-19002, for a total amount not to exceed
$380,185 for a three-year contract term, plus one additional three-year renewal
option; and
B. Approve contingency of $19,000 (5%).
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Fred Smith, David Shawver and John Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins, Sandra Massa-Lavitt and
Jesus Silva
Abstentions: None
6. ON-CALL PREVENTATIVE MAINTENANCE SERVICES FOR 2019-530
ELECTRICAL EQUIPMENT (MP-278)
Originator: Rob Thompson
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Page 3 of 7
OPERATIONS COMMITTEE Minutes September 4, 2019
A. Approve a Contract to provide on-call electrical maintenance services,
Specification No. S-2019-1006BD-R, with Hampton Tedder Technical Services
for a one-year period effective November 1, 2019 through October 31, 2020, for
an amount not to exceed $1,657,950, and approve four, one-year renewal
options; and
B. Approve a contingency of $82,898 (5%).
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Fred Smith, David Shawver and John Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins, Sandra Massa-Lavitt and
Jesus Silva
Abstentions: None
Director Silva arrived at the meeting at 5:11 p.m.
NON-CONSENT:
7. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT PLANT 2019-512
NO. 2, PROJECT NO. P2-123
Originator: Kathy Millea
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Construction Services Agreement with Spec Services,
Inc. to provide construction support services for Return Activated Sludge Piping
Replacement at Plant No. 2, Project No. P2-123, for a total amount not to
exceed $252,329-1 and
B. Approve a contingency of $25,233 (10%).
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Jesus Silva, Fred Smith, David Shawver and John
Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins and Sandra Massa-Lavitt
Abstentions: None
8. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT PLANT 2019-514
NO. 2, PROJECT NO. P2-123
Originator: Kathy Millea
Page 4 of 7
OPERATIONS COMMITTEE Minutes September 4, 2019
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Receive and file Bid Tabulation and Recommendation for Return Activated
Sludge Piping Replacement at Plant No. 2, Project P2-123;
B. Receive and file Orange County Sanitation District's Notice of Intent to Award
dated August 8, 2019;
C. Receive and file Award Protest from W.M. Lyles Co. dated August 13, 2019,
concerning the award to Shimmick Construction Company;
D. Receive and file response letter from Shimmick Construction Company dated
August 20, 2019, regarding the bid protest of W.M. Lyles Co.;
E. Receive and file Orange County Sanitation District's determination letter dated
August 23, 2019, to W.M. Lyles Co. responding to Award Protest;
F. Deny award protest filed by W.M. Lyles Co.;
G. Award a Construction Contract to Shimmick Construction Company for Return
Activated Sludge Piping Replacement at Plant No. 2, Project No. P2-123, for a
total amount not to exceed $6,042,111; and
H. Approve a Construction Contract contingency of $604,211 (10%).
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Jesus Silva, Fred Smith, David Shawver and John
Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins and Sandra Massa-Lavitt
Abstentions: None
9. PLANT NO. 2 EFFLUENT PUMP STATION ANNEX, VARIABLE 2019-529
FREQUENCY DRIVE MODERNIZATION, AND MANUFACTURER
SERVICE AGREEMENT
Originator: Rob Thompson
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Page 5 of 7
OPERATIONS COMMITTEE Minutes September 4, 2019
A. Approve Sole Source Purchase Order to the Original Equipment Manufacturer,
Siemens Industry, Inc., to modernize three Effluent Pump Station Annex (EPSA)
Variable Frequency Drives (VFDs) for a fixed amount not to exceed $368,879,
plus applicable tax and shipping;
B. Approve Sole Source Purchase Order for SIEPROO Technical Service
Agreement with Siemens Industry, Inc. to perform annual preventative
maintenance, for a three-year period, for an amount not to exceed $68,805, plus
applicable tax and shipping; and
C. Approve contingency funds of 20% for each contract, for a combined total not to
exceed $87,537.
Ayes: Robert Collacott, Mariellen Yarc, Allan Bernstein, Steve Jones, Lucille
Kring, Tim Shaw, Jesus Silva, Fred Smith, David Shawver and John
Withers
Noes: None
Absent: Brad Avery, Doug Chaffee, Phil Hawkins and Sandra Massa-Lavitt
Abstentions: None
Director Shaw departed the meeting at 5:40 p.m.
INFORMATION ITEMS:
10. PROCESS CONTROL SYSTEMS UPGRADES STUDY, PROJECT NO. 2019-518
SP-196
Originator: Kathy Millea
Received and filed the information item.
Information Only.
Director Jones departed the meeting at 5:53 p.m.
DEPARTMENT HEAD REPORTS:
The Director of Engineering reported that, at the request of committee Chair Collacott, two
proposed changes were added to the Strategic Plan: feasibility of on-site anaerobic digestion
for green waste + food waste and the expansion of the GWRS to include mining for brackish
water in shallow acquifers.
Page 6 of 7
OPERATIONS COMMITTEE Minutes September 4, 2019
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
Chair Collacott declared the meeting adjourned at 5:57 p.m. to the meeting to be held on
Wednesday, October 2, 2019 at 5:00 p.m.
Submitted by:
Kelly A. Lore, MMC
Clerk of the Board
Page 7 of 7
oJ�jV SAN17gTO9 Orange Count Sanitation District Administration Building
5� o, g � 10844 Ellis Avenue
2 9 Fountain Valley, CA 92708
OPERATIONS COMMITTEE (714)593 7433
9oTFCTN0 THE ENVQ����2
Agenda Report
File #: 2019-537 Agenda Date: 10/2/2019 Agenda Item No: 2.
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT:
UPS AND BATTERY CHARGER MAINTENANCE
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a purchase order service contract with Odyssey Power Corporation for uninterruptible
power supply (UPS) and battery charger inspection and preventative maintenance services for
Plant Nos. 1 and 2 and pump stations, per Specification S-2019-1081 BD, for a total amount
not to exceed $125,490 for the period of October 1, 2019 through September 30, 2020, with
four, one-year renewal options; and
B. Approve a contingency of $25,098 (20%) for each contract period.
BACKGROUND
The Orange County Sanitation District (the Sanitation District) contracts routine inspection and
preventative maintenance for UPS and battery chargers. The UPS and battery charger systems
provide continuous power to loads after a utility loss until standby generators provide power and
allows continuous monitoring of treatment plant process and pump station status during a power
outage. The intent of this service contract is to ensure reliable, functioning battery back-up power for
critical operational equipment and IT equipment located throughout the Sanitation District's treatment
facilities; keeping business systems up and running when electricity supply is disrupted.
RELEVANT STANDARDS
• Maintain a proactive asset management program
• 24/7/365 treatment plant reliability
PROBLEM
Currently, there are over 160 UPS and battery charger locations with various manufacturers and
models that require routine inspection and preventative maintenance throughout Plant Nos. 1 and 2
and pump stations. Preventative maintenance associated with UPS and battery chargers requires
the combination of specialized technical skills and highly technical pieces of electronic equipment.
The lack of proper routine inspection and maintenance could lead to catastrophic and costly failures.
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File #: 2019-537 Agenda Date: 10/2/2019 Agenda Item No: 2.
PROPOSED SOLUTION
Staff recommends a purchase order service contract to provide routine inspection and preventative
maintenance of UPS and battery chargers as outlined in Specification No. S-2019-1081 BD. Having
this service contract in place would ensure the reliability of UPS and battery chargers, minimizing the
effect of electricity supply disruptions while prolonging the life of these critical back-up power
systems.
TIMING CONCERNS
N/A
RAMIFICATIONS OF NOT TAKING ACTION
Without proper routine inspection and preventative maintenance, failure of critical communications
and control systems could result if the Sanitation District loses primary electrical utility power at Plant
Nos. 1 and 2 or pump stations. Upon failure and loss of all power, there is a possibility of a spill and
environmental impact to local and surrounding areas.
PRIOR COMMITTEE/BOARD ACTIONS
September 2018 - Approve purchase order renewal for final year of contract services with Camali
Corp. for UPS and battery charger maintenance for Plant Nos. 1 and 2 and pump stations, per
Specification No. S-2014-619, for preventative maintenance services.
ADDITIONAL INFORMATION
With the existing service contract set to expire on September 30, 2019, a new bid posting was
advertised on June 7, 2019. Four competitive bids were received. These bids were evaluated in
accordance with the Sanitation District's policies and procedures. Staff recommends awarding a
service contract to the lowest responsive and responsible bidder, Odyssey Power Corporation, for
UPS and battery charger maintenance for inspection and preventative maintenance services.
Summary information on the bid opening is as follows:
Bidder Bid Amount
Odyssey Power Corporation $125,490.00
Concept Power, Inc. $128,555.38
M.C. Dean, Inc. $174,388.90
Automated Power, Inc. $347,438.00
A 20% contingency is being requested due to scheduled CIP projects that will be coming online
within this 5-year cycle, which will add additional UPS equipment and battery chargers. Since the
design and construction of these projects were not completed prior to receiving bids for the new
service contract, details about these facilities could not be included in the solicitation for bids.
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File #: 2019-537 Agenda Date: 10/2/2019 Agenda Item No: 2.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This
recommendation will be funded under the Repairs and Maintenance line item for Operations and
Maintenance Department (Budget Update Fiscal Year 2019-20, Page 47), and the available funding
is sufficient for this action.
Date of Approval Contract Amount Contingency
10/02/2019 $125,490 $25,098 (20%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda
package:
• Service Contract
RM:DH:ab
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SERVICE CONTRACT
UPS AND BATTERY CHARGER MAINTENANCE
Specification No. S-1019-1081 BD
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 (hereinafter referred to as "OCSD") and Odyssey Power
Corporation with a principal place of business at 625 N. Shepard Street, Anaheim, CA 92806
(hereinafter referred to as "Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for UPS and Battery
Charger Maintenance "Services" as described in Exhibit "A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-52; and
WHEREAS, on October 2, 2019, the Operations Committee of OCSD, by minute order,
authorized execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in 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.
Exhibit "A" Scope of Work
Exhibit "B" Bid
Exhibit "C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
Exhibit "F" Human Resources Policies
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
Orange County Sanitation District 1 of 9 Specification No. S-2019-1081 BD
Version 120518
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, Memorial Day, Independence Day, Labor Day, 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 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under "Compensation" below.
1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided
under this Contract shall be a total amount not exceed One Hundred Twenty Five Thousand
Four Hundred Ninety Dollars ($125,490.00).
3. California Department of Industrial Relations(DIR)Registration and Record of Wages
3.1 To the extent Contractor's employees and/or its subcontractors who will perform Work
during the design and preconstruction phases of a construction contract for which Prevailing
Wage Determinations have been issued by the DIR and as more specifically defined under
Labor Code Section 1720 et seq, Contractor and its subcontractors shall comply with the
registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall
comply with all the provisions of Labor Code Section 1776, and shall submit payroll records
to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-
compliance with the requirements of Section 1776 may be deducted from progress
payments per Section 1776.
3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a
copy of all certified payroll records to OCSD and/or general public upon request, provided
the public request is made through OCSD, the Division of Apprenticeship Standards or the
Division of Labor Standards Enforcement of the Department of Industrial Relations.
3.4 The Contractor and its subcontractors shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code of
Regulation Section 16461(e).
4. Payments and Invoicing
4.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project
Manager or designee, of itemized invoices submitted for Milestones completed in
accordance with Exhibit "A". OCSD, at its sole discretion, shall be the determining party as
to whether the Services have been satisfactorily completed.
Orange County Sanitation District 2 of 9 Specification No. S-2019-1081 BD
Version 120518
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(a_OCSD.com and "INVOICE" with the Purchase Order Number and Specification
Number S-2019-1081 BD 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". 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.
8. Contract Term
The Services provided under this Agreement shall be for the period of one (1) year
commencing on November 1, 2019 and continuing through October 31, 2020.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A", under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 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.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
■ if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
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■ if Contractor sells its business; or
■ if Contractor breaches any of the terms of this Contract; or
■ if total amount of compensation exceeds the amount authorized under this Contract.
12.4 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.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
15. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in
Exhibit "D" and the Human Resources Policies (Exhibit "F").
16. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply:
16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties shall commence
on the date of acceptance by the OCSD Project Manager or designee of the work as
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complete.
16.2 Contractor's Warranty (Guarantee): If within a one (1) year period of completion of all work
as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services
provided 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.
17. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
18. Frei_ght (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
19. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed; 2) it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
work under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until
written instructions are received from OCSD.
20. Reguaatony 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.
21. Licenses, Permits, Ordinances and Requlations Contractor represents and warrants to
OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to engage in this work. Any and all fees required by Federal,
State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work
performed under the terms of this Contract will be paid by Contractor.
22. Applicable Laws and Requlations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
23. Contractor's Employees Compensation
23.1 Davis-Bacon Act — Contractor will pay and will require all subcontractors to pay all
employees on said project a salary or wage at least equal to the prevailing rate of per diem
wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for
each craft or type of worker needed to perform the Contract. The provisions of the Davis-
Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00)
and when twenty-five percent (25%) or more of the Contract is funded by Federal
assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon
Act to be complied with are incorporated herein as a part of this Contract and referred to by
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reference.
23.2 General Prevailing Rate — OCSD has been advised by the State of California Director of
Industrial Relations of its determination of the general prevailing rate of per diem wages and
the general prevailing rate for legal holiday and overtime work in the locality in which the
work is to be performed for each craft or type of work needed to execute this Contract, and
copies of same are on file in the Engineering Department. 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 project site, which shall be made available to any interested party upon request.
23.3 Forfeiture For Violation—Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00)
for each calendar day or portion thereof for each worker paid (either by the Contractor or
any subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
23.4 Apprentices—Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California,
regarding the employment of apprentices are applicable to this Contract and the Contractor
shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or
more or twenty(20)working days or more; or if contracts of specialty contractors not bidding
for work through the general or prime Contractor are two thousand dollars ($2,000.00) or
more or five (5) working days or more.
23.5 Workday— In the performance of this Contract, not more than eight(8) hours shall constitute
a day's work, and the Contractor shall not require more than eight(8) hours of labor in a day
from any person employed by it hereunder. Contractor shall conform to Article 3, Chapter
1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit
to OCSD as a penalty, the sum of twenty-five dollars ($25.00) for each worker employed in
the execution of this Contract by Contractor or any subcontractor for each calendar day
during which any worker is required or permitted to labor more than eight (8) hours in any
one (1) calendar day and forty (40) hours in any one (1) week in violation of said Article.
Contractor shall keep an accurate record showing the name and actual hours worked each
calendar day and each calendar week by each worker employed by Contractor in connection
with the project.
23.6 Record of Wages; Inspection — Contractor agrees to maintain accurate payroll records
showing the name, address, social security number, work classification, straight-time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker or other employee employed by it in connection with the
project and agrees to require that each of its subcontractors do the same. All payroll records
shall be certified as accurate by the applicable Contractor or subcontractor or its agent
having authority over such matters. Contractor further agrees that its payroll records and
those of its subcontractors shall be available to the employee or employee's representative,
the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards
and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties
for non-compliance with the requirements of Section 1776 may be deducted from project
payments per the requirements of Section 1776.
24. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
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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.
25. 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 the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
26. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to
make delivery of the goods or Services or repudiates its obligations under this Contract, or
if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
28. Dispute Resolution
28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 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 (2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
29. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
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30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
31. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
32. Dama_pe to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
33. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
34. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
35. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
38. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
39. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
40. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
41. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
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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: Darius Ghazi
Senior Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
Contractor: Jennifer Garnant
Sales Administrator
Odyssey Power Corporation
625 N. Shepard Street
Anaheim, CA 92806
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:
Robert Collacott
Chair, Operations Committee
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Ruth Zintzun
Purchasing and Contracts Manager
COMPANY
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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oJ�1V SAN17gTO9 Orange Count Sanitation District Administration Building
5� o, g � 10844 Ellis Avenue
2 9 Fountain Valley, CA 92708
OPERATIONS COMMITTEE (714)593 7433
9oTFCTN0 THE ENVQ����2
Agenda Report
File #: 2019-584 Agenda Date: 10/2/2019 Agenda Item No: 3.
FROM: James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
TUSTIN AVENUE MANHOLE AND PIPE REPAIR, PROJECT NO. FE17-06
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Tustin Avenue Manhole and Pipe
Repair, Project No. FE17-06;
B. Award a Construction Contract to Nuline Technologies, LLC for Tustin Avenue Manhole and
Pipe Repair, Project No. FE17-06, for a total amount not to exceed $350,000; and
C. Approve a contingency of $35,000 (10%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) owns and operates a regional sewer in the
area of Tustin Avenue and Orangethorpe Avenue in the cities of Anaheim and Placentia. The vitrified
clay sewer was originally installed in 1960. The Sanitation District has identified significant cracks in
the pipe as well as a manhole defect resulting from an Orange County Transportation Authority
(OCTA) sewer relocation project.
RELEVANT STANDARDS
• Comply with California Public Contract Code Section 20103.8, award construction contract to
lowest responsive, responsible bidder
• Achieve less than 2.1 sewer spills per 100 miles
PROBLEM
The Sanitation District sewer in Tustin Avenue south of Orangethorpe Avenue has pipe and manhole
defects that need repair.
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File #: 2019-584 Agenda Date: 10/2/2019 Agenda Item No: 3.
PROPOSED SOLUTION
Award a Construction Contract for the Tustin Avenue Manhole and Pipe Repair, Project No. FE17-06,
to repair the cracked pipe and replace the improperly abandoned manhole.
TIMING CONCERNS
Sewer spills are possible due to significant cracked sections of pipe and an obstruction inside the
abandoned manhole.
RAMIFICATIONS OF NOT TAKING ACTION
The possibility of spills in the 24-inch sewer system along Tustin Avenue would remain.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
OCTA completed a grade separation project along Tustin Avenue at the border of the cities of
Anaheim and Placentia which included a partial relocation of this sewer. The Sanitation District
performed a pre-construction inspection of the existing 24-inch sewer pipes affected by, and adjacent
to, the OCTA grade separation project. The inspection identified 5 existing significant longitudinal
cracks up to 10-feet long in multiple sections of pipe not affected by the OCTA project. After
completion of the OCTA project, the Sanitation District performed an inspection of OCTA's work and
found that one manhole was abandoned improperly. Subsequently, the Sanitation District accepted
a $70,000 reimbursement from OCTA to repair the manhole. Sanitation District staff developed
Contract Documents to repair the cracks and manhole under a single project, Tustin Avenue Manhole
and Pipe Repair, Project No. FE17-06.
The Sanitation District advertised Project No. FE17-06 for bids on June 28, 2019 and three sealed
bids were received on August 13, 2019. A summary of the bid opening follows:
Engineer's Estimate $150,000
Bidder Amount of Bid
Nuline Technologies, LLC $350,000
Charles King Company $353,000
Mehta Mechanical Company, Inc. $367,000
The bids were evaluated in accordance with the Sanitation District's policies and procedures. An
evaluation of the apparent low bidder, Nuline Technologies, LLC, determined the bid to be both
responsive and responsible. Based on this, an Award Notice was sent to all the bidders on
September 4, 2019 informing them of the intent of Sanitation District staff to recommend award of the
construction contract to Nuline Technologies, LLC.
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File #: 2019-584 Agenda Date: 10/2/2019 Agenda Item No: 3.
After receipt of the bids and considering the cost differences when compared with the Engineer's
estimate, staff reviewed the Engineer's estimate and determined that the contractor's estimates for
construction is significantly higher than typical and historical costs. Staff believes that this is due to
the additional risks and constraints of the project related to the proximity of the work to railroad and
bridge piers. Staff believes that the bids are valid and recommends award as stated above.
CEQA
The project is categorically exempt under Class 1 set forth in California Code of Regulations sections
15301 of CEQA, and statutorily exempt from CEQA under Public Resources Code section 21080.21
and no further CEQA review is required.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This
recommendation will be funded under the Repairs and Maintenance for the Operations and
Maintenance Department (Budget Update, Fiscal Years 2019-20, Page 47). The budget is sufficient
for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda
package:
Construction Contract
RL:dm:gc
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PART A
CONTRACT AGREEMENT
C-CA-022619
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION - 1 GENERAL CONDITIONS..................................................................1
SECTION - 2 MATERIALS AND LABOR.................................................................4
SECTION - 3 PROJECT..........................................................................................4
SECTION -4 PLANS AND SPECIFICATONS ........................................................5
SECTION - 5 TIME OF COMMENCEMENT AND COMPLETION ..........................5
SECTION - 6 TIME IS OF THE ESSENCE .............................................................5
SECTION - 7 EXCUSABLE DELAYS......................................................................6
SECTION - 8 EXTRA WORK...................................................................................6
SECTION - 9 CHANGES IN PROJECT...................................................................7
SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7
SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT .........................7
SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF
FUNDS ..............................................................................................9
SECTION - 13 COMPLETION................................................................................. 10
SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION....................... 10
SECTION - 15 SURETY BONDS ............................................................................ 12
SECTION - 16 INSURANCE.................................................................................... 13
SECTION - 17 RISK AND INDEMNIFICATION.......................................................22
SECTION - 18 TERMINATION................................................................................22
SECTION - 19 WARRANTY....................................................................................23
SECTION - 20 ASSIGNMENT.................................................................................24
SECTION - 21 RESOLUTION OF DISPUTES ........................................................24
SECTION - 22 SAFETY & HEALTH ........................................................................24
SECTION - 23 NOTICES.........................................................................................25
C-CA-022619
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
THIS AGREEMENT is made and entered into, to be effective, this October 23, 2019, by and
between Nuline Technologies, LLC, hereinafter referred to as "CONTRACTOR" and the Orange
County Sanitation District, hereinafter referred to as "OCSD".
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OCSD and CONTRACTOR agree as follows:
SECTION — 1 GENERAL CONDITIONS
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR's investigation of all such matters and is in no way relying upon
any opinions or representations of OCSD. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
"Contract Documents" refers to those documents identified in the definition of"Contract
Documents" in the General Conditions— Definitions.
CONFORMED C-CA-022619
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 1 of 26
1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements—the last in time being the first in precedence
b. Addenda issued prior to opening of Bids —the last in time being the first in
precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report (GBR), if attached as a Contract Document
i. Plans and Specifications — in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
iii. General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR's Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or
specified shall be the same as similar parts that are shown or specified, or as
C-CA-022619 CONFORMED
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 2 of 26
directed. Full-size details shall take precedence over scale Drawings as to
shape and details of construction. Specifications shall govern as to material
and workmanship.
b. The Contract Documents calling for the higher quality material or workmanship
shall prevail. Materials or Work described in words, which so applied, have a
well known technical or trade meaning shall be deemed to refer to such
recognized standards. In the event of any discrepancy between any Drawings
and the figures thereon, the figures shall be taken as correct.
C. Scale Drawings, full-size details, and Specifications are intended to be fully
complementary and to agree. Should any discrepancy between Contract
Documents come to the CONTRACTOR's attention, or should an error occur in
the efforts of others, which affect the Work, the CONTRACTOR shall notify the
ENGINEER, in writing, at once. In the event any doubts or questions arise with
respect to the true meaning of the Contract Documents, reference shall be
made to the ENGINEER whose written decision shall be final. If the
CONTRACTOR proceeds with the Work affected without written instructions
from the ENGINEER, the CONTRACTOR shall be fully responsible for any
resultant damage or defect.
d. Anything mentioned in the Specifications and not indicated in the Plans, or
indicated in the Plans and not mentioned in the Specifications, shall be of like
effect as if indicated and mentioned in both. In case of discrepancy in the
Plans or Specifications, the matter shall be immediately submitted to OCSD's
ENGINEER, without whose decision CONTRACTOR shall not adjust said
discrepancy save only at CONTRACTOR's own risk and expense. The
decision of the ENGINEER shall be final.
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In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions, Definitions.
Additional terms may be defined in the Special Provisions.
SECTION — 2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR'S own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by OCSD, to construct and complete the
Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or
materials when due, OCSD may settle such claims by making demand upon the Surety to this
Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may
settle them directly and deduct the amount of payments from the Contract Price and any
amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any
laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to
deduct all of its costs and expenses incurred relating thereto, including but not limited to
administrative and legal fees.
SECTION — 3 PROJECT
The Project is described as:
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SECTION —4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
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Said Plans and Specifications and any revision, amendments and addenda thereto are attached
hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth
in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently
prosecute the Work to completion within ninety (90) calendar days from the date of the "Notice
to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in
Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for
completion includes five (5) calendar days determined by OCSD likely to be inclement weather
when CONTRACTOR will be unable to work.
SECTION — 6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OCSD shall have the right to assert complete control of the premises on
which the Work is to be performed and shall have the right to decide the time or order in which
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the various portions of the Work shall be installed or the priority of the work of subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION — 7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Project as specifically provided in General Conditions, "Extensions for Delay", and the General
Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work".
Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, "Extension of Time for Delay" and
"Contract Price Adjustments and Payments", and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work".
OCSD's decision will be conclusive on all parties to this Contract.
SECTION — 8 EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OCSD specifying the exact nature of the Extra Work and the amount of extra
compensation to be paid all as more particularly set forth in Section 9 hereof and the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated
Changes", and "Contract Price Adjustments and Payments".
In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD
shall extend the time fixed in Section 5 for completion of the Project by the number of days, if
any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by
OCSD's ENGINEER. The decision of the ENGINEER shall be final.
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SECTION — 9 CHANGES IN PROJECT
OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the
Work within the general scope of the Contract Document, including but not limited to changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OCSD-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER
Initiated Changes".
SECTION — 10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
"Liquidated Damages and Incentives."
SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the
faithful performance of this Contract, subject to any additions or deductions as provided in
approved Change Orders, the sum of Three Hundred Fifty Thousand Dollars ($350,000)
as itemized on the Attached Exhibit "A".
Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements and General Conditions (including but
not limited to Sections entitled "Mobilization Payment Requirements" and "Payment
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Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the
commencement of the job a schedule which shows:
1. A minimum of one payment to be made to the CONTRACTOR for each successive
four (4) week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract.
Payment applications shall also be accompanied with all documentation, records, and
releases as required by the Contract, Exhibit A, Schedule of Prices, and General
Conditions, "Payment for Work— General". The Total amount of Progress Payments shall
not exceed the actual value of the Work completed as certified by OCSD's ENGINEER.
The processing of payments shall not be considered as an acceptance of any part of the
Work.
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B. As used in this Section, the following defined terms shall have the following meanings:
1. "Net Progress Payment" means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. "Progress Payment" means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OCSD;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OCSD since the
commencement of the Work as determined by OCSD;
C. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
3. "Retention Amount" for each Progress Payment means the percentage of each
Progress Payment to be retained by OCSD to assure satisfactory completion of the
Contract. The amount to be retained from each Progress Payment shall be
determined as provided in the General Conditions—"Retained Funds; Substitution of
Securities."
SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions — "Retained Funds;
Substitution of Securities."
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SECTION — 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A-
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General
Conditions.
SECTION — 14 CONTRACTOR'S EMPLOYEES COMPENSATION
A. Davis-Bacon Act:
CONTRACTOR will pay and will require all Subcontractors to pay all employees on said
Project a salary or wage at least equal to the prevailing rate of per diem wages as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each
craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon
Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00) and
when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If
the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be
complied with are incorporated herein as a part of this Contract and referred to by
reference.
B. General Prevailing Rate:
OCSD has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR
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agrees that not less than said prevailing rates shall be paid to workers employed on this
public works Contract as required by Labor Code Section 1774 of the State of California.
Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of
per diem wages at its principal office and at each job site, which shall be made available to
any interested party upon request.
C. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00) for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
D. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding
the employment of apprentices are applicable to this Contract and the CONTRACTOR
shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00)
or more.
E. Workday:
In the performance of this Contract, not more than eight (8) hours shall constitute a day's
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by him hereunder except as provided in paragraph (B) above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 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
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required or permitted to labor more than eight (8) hours in any one calendar day and forty
(40) hours in any one week in violation of said Article. CONTRACTOR shall keep an
accurate record showing the name and actual hours worked each calendar day and each
calendar week by each worker employed by CONTRACTOR in connection with the
Project.
F. Registration; Record of Wages; Inspection:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
SECTION — 15 SURETY BONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OCSD's General Counsel — one in the amount of one hundred percent (100%) of
the Contract amount, to guarantee the faithful performance of the Work, and the other in the
amount of one hundred percent (100%) of the Contract amount to guarantee payment of all
claims for labor and materials furnished. As changes to the Contract occur via approved
Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to
maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds
are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the
State Insurance Commissioner to do business in California. The Performance Bond shall
remain in full force and effect through the warranty period, as specified in Section 19 below. All
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Bonds required to be submitted relating to this Contract must comply with California Code of
Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety
insurer under penalty of perjury, or the fact of execution of each Bond shall be duly
acknowledged before an officer authorized to take and certify acknowledgments, and either one
of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION — 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OCSD, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OCSD pursuant to the provisions of the General
Conditions, "Final Acceptance and Final Completion". Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the warranty
period, commencing on the date of Final Acceptance. The requirement for carrying the
foregoing insurance shall not derogate from the provisions for indemnification of OCSD by
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CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
"Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated
Changes", the following insurance in amounts not less than the amounts specified. OCSD
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter
OCSD premises/worksite without possessing the required insurance coverage.
CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work (collectively, the "Third
Parties"), The Special Provisions may list such requirements and sample forms and
requirements from such Third Parties may be included in an attachment to the General
Requirements. CONTRACTOR bears the responsibility to discover and comply with all
requirements of Third Parties, including meeting specific insurance requirements, that are
necessary for the complete performance of the Work. To the extent there is a conflict between
the Third Parties' insurance requirements and those set forth by OCSD herein, the
requirement(s) providing the more protective coverage for both OSCD and the Third Parties
shall control and be purchased and maintained by CONTRACTOR.
A. Limits of Insurance
1. General Liability: Eight Million Dollars ($8,000,000) per occurrence and a general
aggregate limit of Eight Million Dollars ($8,000,000) for bodily injury, personal injury
and property damage. Coverage shall include each of the following:
a. Premises-Operations.
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b. Products and Completed Operations, with limits of at least Eight Million Dollars
($8,000,000) per occurrence and a general aggregate limit of Eight Million
Dollars ($8,000,000) which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, "Warranty (CONTRACTOR's Guarantee)", plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions.
C. Broad Form Property Damage, expressly including damage arising out of
explosion, collapse, or underground damage.
d. Contractual Liability, expressly including the indemnity provisions assumed
under this Contract.
e. Separation of Insured Clause, providing that coverage applies separately to
each insured, except with respect to the limits of liability.
f. Independent CONTRACTOR's Liability.
To the extent first dollar coverage, including defense of any claim, is not
available to OCSD or any other additional insured because of any SIR,
deductible, or any other form of self insurance, CONTRACTOR is obligated to
assume responsibility of insurer until the deductible, SIR or other condition of
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the General Liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
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h. If divers will be used, the General Liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile
Liability Insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limits
of liability coverage:
Either (1) a combined single limit of Three Million Dollars ($3,000,000) and a general
aggregate limit of Three Million Dollars ($3,000,000) for bodily injury, personal injury
and property damage;
Or alternatively, (2) Three Million Dollars ($3,000,000) per person for bodily injury
and Two Million Dollars ($2,000,000) per accident for property damage.
3. Umbrella Excess Liability: The minimum limits of general liability and automobile
liability insurance required, as set forth above, shall be provided for either in a single
policy of primary insurance or a combination of policies of primary and umbrella
excess coverage. Excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability.
4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be
maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a
form acceptable by OCSD.
5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such
Worker's Compensation Insurance as required by the Labor Code of the State of
California, including employer's liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
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liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
Where permitted by law, CONTRACTOR hereby waives all rights of recovery by
subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OCSD, its
or their officers, agents, or employees, and any other contractor or subcontractor
performing Work or rendering services on behalf of OCSD in connection with the
planning, development and construction of the Project. In all its insurance coverages
related to the Work, CONTRACTOR shall include clauses providing that each insurer
shall waive all of its rights of recovery by subrogation against OCSD, its or their
officers, agents, or employees, or any other contractor or subcontractor performing
Work or rendering services at the Project. Where permitted by law, CONTRACTOR
shall require similar written express waivers and insurance clauses from each of its
Subcontractors of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty
of indemnification, contractual or otherwise, (b) did not pay the insurance premium,
directly or indirectly, and (c) whether or not such individual or entity has an insurable
interest in the property damaged.
6. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance
for pollution liability covering bodily injury, property damage (including loss of use of
damaged property or property that has not been physically injured or destroyed),
cleanup costs, and defense costs (including costs and expenses for investigation,
defense, or settlement of claims). Coverage shall carry limits of at least One Million
Dollars ($1,000,000) and shall apply to sudden and non-sudden pollution conditions
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(including sewage spills), both at the site or needed due to migration of pollutants
from the site, resulting from the escape or release of smoke, vapors, fumes, acids,
alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants,
contaminants or pollutants.
If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the
right to approve or reject such coverage in its own discretion. If written on a claims-
made basis, the CONTRACTOR warrants that any retroactive date applicable to
coverage under the policy precedes the effective date of this Contract, and that
continuous coverage will be maintained, or an extended discovery period will be
exercised, for a period of two years beginning from the time that the Project under
this Contract is completed.
7. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums
shown in this Section, OCSD requires and shall be entitled to coverage for the higher
limits maintained by the CONTRACTOR.
B. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by OCSD. At
the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and
employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD
guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
C. Other Insurance Provisions
1. Each such policy of General Liability Insurance and Automobile Liability Insurance
shall be endorsed to contain, the following provisions:
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a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all
public agencies from whom permits will be obtained, and their Directors,
officers, agents, and employees are hereby declared to be additional insureds
under the terms of this policy, but only with respect to the operations of
CONTRACTOR at or from any of the sites of OCSD in connection with this
Contract, or acts and omissions of the additional insured in connection with its
general supervision or inspection of said operations related to this Contract.
b. Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by OCSD shall be excess
only and not contributing with insurance provided under this policy.
2. Each insurance policy required herein shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written notice by
certified mail, return receipt requested, and that coverage shall not be cancelled for
non-payment of premium except after ten (10) days prior written notice by certified
mail, return receipt requested. Should there be changes in coverage or an increase
in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript
endorsement from its insurer giving 30 days prior notice of such an event to OCSD,
or to have its insurance broker/agent send to OCSD a certified letter describing the
changes in coverage and any increase in deductible or SIR amounts. The certified
letter must be sent Attention: Risk Management and shall be received not less than
twenty (20) days prior to the effective date of the change(s). The letter must be
signed by a Director or Officer of the broker/agent and must be on company
letterhead, and may be sent via e-mail in pdf format.
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3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s) will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an "A2, or better, Policyholder's Rating, and a Financial Rating of at
least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide.
OCSD recognizes that State Compensation Insurance Fund has withdrawn from
participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept
State Compensation Insurance Fund for the required policy of worker's compensation
insurance, subject to OCSD's option, at any time during the term of this Contract, to
require a change in insurer upon twenty (20) days written notice. Further, OCSD will
require CONTRACTOR to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20) days of written notice to
CONTRACTOR by OCSD or its agent.
E. Verification of Coverage
CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements
affecting coverage. Said policies and endorsements shall conform to the requirements
herein stated. All certificates and endorsements are to be received and approved by
OCSD before Work commences. OCSD reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, affecting the coverage
required by these Specifications at any time.
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F. Subcontractors
CONTRACTOR shall be responsible to establish insurance requirements for any
Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types
reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations
and work. OCSD and any public agency issuing permits for the Project must be named as
"Additional Insured" on any General Liability or Automobile Liability policy obtained by a
Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of
all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced
required documents.
G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability Form 25
2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are
shown, they are listed in order of preference)
In the event any of the following forms are cancelled by Insurance Services Office,
Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
a. Commercial General Liability Form CG-0001 10 01
b. Additional Insured Including Form CG-2010 10 01 and
Products-Completed Operations Form CG-2037 10 01
C. Waiver of Transfer of Rights of Form CG-2404 11 85; or
Recovery Against Others to Us/ Form CG-2404 10 93
Waiver of Subrogation
3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation Endorsement No. 2570
b. Cancellation Notice Endorsement No. 2065
CONFORMED C-CA-022619
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 21 of 26
4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement
5. Pollution Liability Endorsements
There shall be a Separation of Insured Clause or endorsement, providing that
coverage applies separately to each insured, except with respect to the limits of
liability. There shall also be an endorsement or policy language containing a waiver
of subrogation rights on the part of the insurer.
OCSD, its directors, officers, agents, CONSULTANTS and employees and all public
agencies from whom permits will be obtained as well as their directors, officers,
agents, and employees shall be included as insureds under the policy. Any
additional insured endorsement shall contain language at least as broad as the
coverage language contained in ISO form CG 20 10 11 85 or alternatively in both
CG 20 10 10 01 and CG 20 37 10 01 together.
SECTION — 17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
indemnify, defend, and keep OCSD and others harmless as more specifically set forth in
General Conditions, "General Indemnification".
SECTION — 18 TERMINATION
This Contract may be terminated in whole or in part in writing by OCSD in the event of
substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may
be terminated by OCSD for its convenience provided that such termination is effectuated in a
manner and upon such conditions set forth more particularly in General Conditions,
"Termination for Default" and/or"Termination for Convenience", provided that no termination
may be effected unless proper notice is provided to CONTRACTOR at the time and in the
C-CA-022619 CONFORMED
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 22 of 26
manner provided in said General Conditions. If termination for default or convenience is
effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be
made at the time and in the manner provided in the General Conditions, "Termination for
Default" and "Termination for Convenience".
SECTION — 19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OCSD's designs, Drawings and Specifications.
The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final
Completion" that the completed Work is free from all defects due to faulty materials, equipment
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OCSD may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any
corrected deficiency until the later of(1) the remainder of the original one-year warranty period;
or (2) one year after acceptance by OCSD of the corrected Work. The Performance Bond and
the Payment Bond shall remain in full force and effect through the guarantee period.
The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's
other express or implied assurances under this Contract, including but not limited to specific
manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OCSD may have against the CONTRACTOR
for faulty materials, equipment or Work.
CONFORMED C-CA-022619
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 23 of 26
SECTION — 20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OCSD unless such assignment has had prior written
approval and consent of OCSD and the Surety.
SECTION — 21 RESOLUTION OF DISPUTES
OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which
arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims
provisions as set forth in the General Conditions and as otherwise required by law.
SECTION — 22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled "Safety" and Exhibit B OCSD Safety Standards.
C-CA-022619 CONFORMED
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 24 of 26
SECTION — 23 NOTICES
Any notice required or permitted under this Contract shall be sent by certified mail, return receipt
requested, at the address set forth below. Any party whose address changes shall notify the
other party in writing.
TO OCSD: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Clerk of the Board
Copy to: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Construction Manager
Bradley R. Hogin, Esquire
Woodruff, Spradlin & Smart
555 Anton Boulevard
Suite 1200
Costa Mesa, California 92626
TO CONTRACTOR: Nuline Technologies, LLC
102 Second Street, Suite B
Encinitas, CA 92024
Copy to: Dominic Burtech, Partner
Nuline Technologies, LLC
102 Second Street, Suite B
Encinitas, CA 92024
CONFORMED C-CA-022619
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 25 of 26
IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Nuline Technologies, LLC
102 Second Street, Suite B
Encinitas, CA 92024
By
Printed Name
Its
CONTRACTOR's State License No. 997520 (Expiration Date — 10/31/2020)
OCSD: Orange County Sanitation District
By
David John Shawver
Board Chairman
By
Kelly A. Lore
Clerk of the Board
By
Ruth Zintzun
Purchasing & Contracts Manager
C-CA-022619 CONFORMED
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 26 of 26
EXHIBIT A
SCHEDULE OF PRICES
C-EXA-080414
TABLE OF CONTENTS
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION............................................................................. 1
EXA-2 PROGRESS PAYMENTS ..................................................................................1
EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1
EXA-4 STOP PAYMENT NOTICE.................................................................................3
EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3
EXA-6 PAYMENT OF TAXES .......................................................................................3
EXA-7 FINAL PAYMENT...............................................................................................4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ...6
ATTACHMENT 1 - CERTIFICATION FOR REQUEST FOR PAYMENT.........................7
ATTACHMENT 2 - SCHEDULE OF PRICES...................................................................8
C-EXA-080414
EXHIBIT
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of
Prices, and all other applicable terms and conditions of the Contract
Documents.
EXA-2 PROGRESS PAYMENTS
Progress payments will be made in accordance with all applicable terms and
conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement— Section 11 — "Contract Price and Method of
Payment;"
2. General Conditions—"Payment— General";
3. General Conditions—"Payment—Applications for Payment";
4. General Conditions—"Payment— Mobilization Payment Requirements;"
5. General Conditions — "Payment— Itemized Breakdown of Contract Lump
Sum Prices";
6. General Conditions — "Contract Price Adjustments and Payments";
7. General Conditions— "Suspension of Payments";
8. General Conditions — "OCSD's Right to Withhold Certain Amounts and
Make Application Thereof"; and
9. General Conditions—"Final Payment."
EXA-3 RETENTION AND ESCROW ACCOUNTS
A. Retention:
OCSD shall retain a percentage of each progress payment to assure
satisfactory completion of the Work. The amount to be retained from each
progress payment shall be determined as provided in General Conditions—
"Retained Funds; Substitution of Securities". In all contracts between
CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not
exceed the percentage specified in the Contract Documents.
CONFORMED C-EXA-080414
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 1 of 8
B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions—"Retained Funds; Substitution of Securities." Payment of
Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may
request and OCSD shall make payment of retention earned directly to the
escrow agent at the expense of the CONTRACTOR. At the expense of the
CONTRACTOR, the CONTRACTOR may direct the investment of the
payments into securities consistent with Government Code §16430 and the
CONTRACTOR shall receive the interest earned on the investments upon the
same terms provided for in this article for securities deposited by the
CONTRACTOR. Upon satisfactory completion of the Contract, the
CONTRACTOR shall receive from the escrow agent all securities, interest and
payments received by the escrow agent from OCSD, pursuant to the terms of
this article. The CONTRACTOR shall pay to each Subcontractor, not later than
twenty (20) calendar days after receipt of the payment, the respective amount
of interest earned, net of costs attributed to retention withheld from each
Subcontractor, on the amount of retention withheld to ensure the performance
of the Subcontractor. The escrow agreement used by the escrow agent
pursuant to this article shall be substantially similar to the form set forth in
§22300 of the California Public Contract Code.
C. Release of Retention:
Upon Final Acceptance of the Work, the CONTRACTOR shall submit an
invoice for release of retention in accordance with the terms of the Contract.
D. Additional Deductibles:
In addition to the retentions described above, OCSD may deduct from each
progress payment any or all of the following:
1. Liquidated Damages that have occurred as of the date of the application for
progress payment;
2. Deductions from previous progress payments already paid, due to OCSD's
discovery of deficiencies in the Work or non-compliance with the
Specifications or any other requirement of the Contract;
3. Sums expended by OCSD in performing any of the CONTRACTOR'S
obligations under the Contract that the CONTRACTOR has failed to
perform, and;
4. Other sums that OCSD is entitled to recover from the CONTRACTOR
under the terms of the Contract, including without limitation insurance
deductibles and assessments.
C-EXA-080414 CONFORMED
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 2 of 8
The failure of OCSD to deduct any of the above-identified sums from a
progress payment shall not constitute a waiver of OCSD's right to such sums or
to deduct them from a later progress payment.
EXA-4 STOP PAYMENT NOTICE
In addition to other amounts properly withheld under this article or under other
provisions of the Contract, OCSD shall retain from progress payments
otherwise due the CONTRACTOR an amount equal to one hundred twenty-five
percent (125%) of the amount claimed under any stop payment notice under
Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for
labor, materials, supplies, equipment, and any other thing of value claimed to
have been furnished to and/or incorporated into the Work; or for any other
alleged contribution thereto. In addition to the foregoing and in accordance with
Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop
payment notices by refusing to release funds held in escrow pursuant to public
receipt of a release of stop payment notice executed by a stop payment notice
claimant, a stop payment notice release bond, an order of a court of competent
jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR
has resolved such claim by settlement.
EXA-5 PAYMENT TO SUBCONTRACTORS
Requirements
1. The CONTRACTOR shall pay all Subcontractors for and on account of
Work performed by such Subcontractors, not later than seven (7) days after
receipt of each progress payment as required by the California Business
and Professions Code §7108.5. Such payments to Subcontractors shall be
based on the measurements and estimates made pursuant to article
progress payments provided herein.
2. Except as specifically provided by law, the CONTRACTOR shall pay all
Subcontractors any and all retention due and owing for and on account of
Work performed by such Subcontractors not later than seven (7) days after
CONTRACTOR'S receipt of said retention proceeds from OCSD as
required by the California Public Contract Code §7107.
EXA-6 PAYMENT OF TAXES
Unless otherwise specifically provided in this Contract, the Contract Price
includes full compensation to the CONTRACTOR for all taxes. The
CONTRACTOR shall pay all federal, state, and local taxes, and duties
applicable to and assessable against any Work, including but not limited to
retail sales and use, transportation, export, import, business, and special taxes.
The CONTRACTOR shall ascertain and pay the taxes when due. The
CONTRACTOR will maintain auditable records, subject to OCSD reviews,
confirming that tax payments are current at all times.
CONFORMED C-EXA-080414
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 3 of 8
EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, "Final Acceptance and Final Completion", and after
Resolution of the Board authorizing final payment and satisfaction of the
requirements as more particularly set forth in General Conditions — "Final
Payment", a final payment will be made as follows:
1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an
application for Final Payment to OCSD, including:
a. The proposed total amount due the CONTRACTOR, segregated by
items on the payment schedule, amendments, Change Orders, and
other bases for payment;
b. Deductions for prior progress payments;
c. Amounts retained;
d. A conditional waiver and release on final payment for each
Subcontractor (per Civil Code Section 8136);
e. A conditional waiver and release on final payment on behalf of the
CONTRACTOR (per Civil Code Section 8136);
f. List of Claims the CONTRACTOR intends to file at that time or a
statement that no Claims will be filed,
g. List of pending unsettled claims, stating claimed amounts, and copies of
any and all complaints and/or demands for arbitration received by the
CONTRACTOR; and
h. For each and every claim that resulted in litigation or arbitration which
the CONTRACTOR has settled, a conformed copy of the Request for
Dismissal with prejudice or other satisfactory evidence the arbitration is
resolved.
2. The application for Final Payment shall include complete and legally
effective releases or waivers of liens and stop payment notices satisfactory
to OCSD, arising out of or filed in connection with the Work. Prior progress
payments shall be subject to correction in OCSD's review of the application
for Final Payment. Claims filed with the application for Final Payment must
be otherwise timely under the Contract and applicable law.
3. Within a reasonable time, OCSD will review the CONTRACTOR'S
application for Final Payment. Any recommended changes or corrections
will then be forwarded to the CONTRACTOR. Within ten (10) calendar days
after receipt of recommended changes from OCSD, the CONTRACTOR will
C-EXA-080414 CONFORMED
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 4 of 8
make the changes, or list Claims that will be filed as a result of the
changes, and shall submit the revised application for Final Payment. Upon
acceptance by OCSD, the revised application for Final Payment will
become the approved application for Final Payment.
4. If no Claims have been filed with the initial or any revised application for
Final Payment, and no Claims remain unsettled within thirty-five (35)
calendar days after Final Acceptance of the Work by OCSD, and
agreements are reached on all issues regarding the application for Final
Payment, OCSD, in exchange for an executed release, satisfactory in form
and substance to OCSD, will pay the entire sum found due on the approved
application for Final Payment, including the amount, if any, allowed on
settled Claims.
5. The release from the CONTRACTOR shall be from any and all Claims
arising under the Contract, except for Claims that with the concurrence of
OCSD are specifically reserved, and shall release and waive all unreserved
Claims against OCSD and its officers, directors, employees and authorized
representatives. The release shall be accompanied by a certification by the
CONTRACTOR that:
a. It has resolved all Subcontractors, Suppliers and other Claims that are
related to the settled Claims included in the Final Payment;
b. It has no reason to believe that any party has a valid claim against the
CONTRACTOR or OCSD which has not been communicated in writing
by the CONTRACTOR to OCSD as of the date of the certificate;
c. All warranties are in full force and effect, and;
d. The releases and the warranties shall survive Final Payment.
6. If any claims remain open, OCSD may make Final Payment subject to
resolution of those claims. OCSD may withhold from the Final Payment an
amount not to exceed one hundred fifty percent (150%) of the sum of the
amounts of the open claims, and one hundred twenty-five percent (125%)
of the amounts of open stop payment notices referred to in article entitled
stop payment notices herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on
final payment from each Subcontractor and Supplier providing Work under
the Contract (per Civil Code Section 8138) and an unconditional waiver and
release on final payment on behalf of the CONTRACTOR (per Civil Code
Section 8138)within thirty (30) days of receipt of Final Payment.
CONFORMED C-EXA-080414
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 5 of 8
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT
Notwithstanding OCSD's acceptance of the application for Final Payment and
irrespective of whether it is before or after Final Payment has been made,
OCSD shall not be precluded from subsequently showing that:
1. The true and correct amount payable for the Work is different from that
previously accepted;
2. The previously-accepted Work did not in fact conform to the Contract
requirements, or;
3. A previous payment or portion thereof for Work was improperly made.
OCSD also shall not be stopped from demanding and recovering damages
from the CONTRACTOR, as appropriate, under any of the foregoing
circumstances as permitted under the Contract or applicable law.
C-EXA-080414 CONFORMED
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 6 of 8
ATTACHMENT 1 — CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows:
That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to OCSD in accordance with the
Contract.
I understand that it is a violation of both the federal and California False Claims Acts to
knowingly present or cause to be presented to OCSD a false claim for payment or
approval.
A claim includes a demand or request for money. It is also a violation of the False
Claims Acts to knowingly make use of a false record or statement to get a false claim
paid. The term "knowingly" includes either actual knowledge of the information,
deliberate ignorance of the truth or falsity of the information, or reckless disregard for the
truth or falsity of the information. Proof of specific intent to defraud is not necessary
under the False Claims Acts. I understand that the penalties under the Federal False
Claims Act and State of California False Claims Act are non-exclusive, and are in
addition to any other remedies which OCSD may have either under contract or law.
I hereby further certify, to the best of my knowledge and belief, that:
1. The amounts requested are only for performance in accordance with the
Specifications, terms, and conditions of the Contract;
2. Payments to Subcontractors and Suppliers have been made from previous payments
received under the Contract, and timely payments will be made from the proceeds of
the payment covered by this certification;
3. This request for progress payments does not include any amounts which the prime
CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in
accordance with the terms and conditions of the subcontract; and
4. This certification is not to be construed as Final Acceptance of a Subcontractor's
performance.
Name
Title
Date
CONFORMED C-EXA-080414
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 7 of 8
ATTACHMENT 2 — SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (Nuline Technologies, LLC)
BF-14 Schedule of Prices, Pages 1-2
C-EXA-080414 CONFORMED
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 8 of 8
Bid Submitted By: Nuline Technologies, LLC
(Name of Firm)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For Unit Prices, it is understood that the following quantities are approximate only and are
solely for the purpose of estimating the comparison of Bids, and that the actual value of Work
will be computed based upon the actual quantities in the completed Work, whether they be
more or less than those shown. CONTRACTOR's compensation for the Work under the
Contract Documents will be computed based upon the lump sum amount of the Contract at
time of award, plus any additional or deleted costs approved by OCSD via approved Change
Orders, pursuant to the Contract Documents.
Bidder shall separately price and accurately reflect costs associated with each line item,
leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized
representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid.
Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary,
provides that the total price for each item shall be based on the Unit Price listed for each item
multiplied by the quantity; and the correct Total Price for each item shall be totaled to
determine the Total Amount of Bid.
All applicable costs including overhead and profit shall be reflected in the respective unit costs
and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work,
including profit, overhead, etc., unless otherwise specified in the Contract Documents. All
applicable sales taxes, state and/or federal, and any other special taxes, patent rights or
royalties shall be included in the prices quoted in this Bid.
B. Basis of Award
AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST
RESPONSIVEIAND RESPONSIBLE BID.
Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and
services for the construction of the Project per the Contract Documents.
BF-14 SCHEDULE OF PRICES C-BF-053119
PROJECT NO.FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 1 of 8
Bid Submitted By: Nuline Technologies, LLC
(Name of Firm)
EXHIBIT A
SCHEDULE OF PRICES
BASE BID ITEMS (Refer to Note 1 in the Instructions):
Item Unit of Approx
Me
No. Description Unit Price Extended Price
asuroment City
1 Mobilization: The amount for this Bid item shall not exceed ten percent
/o i
10 of the Total Amount of Bid and shall be in conformance with the
Contract Document for the lump sum price of ...
Lump Sum ! L.S. _! $ 35,000.00
All amounts included in this Item greater than ten percent (10%) shall be
paid under the Item"All Other Work"at the end of the Project.
2. Sheeting, Shoring and Bracing as described in Division 01, Section 01155 40 000.00
and in conformance with the Contract Documents for the lump sum price Lump Sum L.S. _ $
Of...
3. Permits as described in Division 01, Section 01155 and in conformance Allowance Allow. _ $32,000
with the Contract Documents for the lump sum price of...
4. All Other Work set forth in the Contract Documents except for the Work
performed in items 1 through 3 inclusive, as described in Division 01,
Lump Sum L.S. _
Section 01155 and in conformance with the Contract Documents for the $ 243,000.00
lump sum price of...
3tio, ooD , v0 >�.G
TOTAL AMOUNT OF BID (BASIS OF AWARD) $
BF-14 SCHEDULE OF PRICES C-BF-053119
PROJECT NO. FE17-06
TUSTIN AVE MANHOLE AND PIPE REPAIR
Page 2 of 2
Garcia, Brandon
From: Patti_Nuline <patti@nulinetech.net>
Sent: Thursday, September 12, 2019 7:05 AM
To: Garcia, Brandon
Cc: 'Frank Durazo'
Subject: EXTERNAL: RE: FE17-06:Total Amout of Bid Correction to $350,000
Warning:This email originated from outside OCSD. Do not click links or open attachments unless you recognize the
sender and are expecting the message.
That is correct.
Thank you,
Patti Strain
Office Manager
Nu-Line Technologies,LLC. 1 102 Second Street,Suite B,Encinitas,CA 92024
Ph.(760)634-5153 1 Fax(760)634-6780 1 Cell(760)859-5273 1 Email patti@nulinetech.net
b
DINE
From:Garcia, Brandon [mailto:BGarcia@OCSD.COM]
Sent:Wednesday, September 11, 2019 3:54 PM
To: Patti_Nuline <patti@nulinetech.net>
Cc: 'Frank Durazo'<fdurazo@nulinetech.net>
Subject: FE17-06:Total Amout of Bid Correction to$350,000
Patti,
OCSD issued clarification request No. 1 to Nu Line Technologies, LLC which informed you that the Total Amount of Bid
was corrected from $350,096.51 to $350,000, as the total of all line items were not in agreement with the$350,096.51
amount.
Would Nu Line Technologies, LLC. please respond to this email acknowledging that$350,000 is the correct Total Amount
of Bid.
soThank You,
Brandon Garcia,CPPB
Orange County Sanitation District
Contracts, Purchasing& Materials Management Division I Contracts Administrator
Office:714.593.7024 1 www.ocsewers.com
You
i
oJ�1V SAN17gTO9 Orange Count Sanitation District Administration Building
5� o, g � 10844 Ellis Avenue
2 9 Fountain Valley, CA 92708
OPERATIONS COMMITTEE (714)593 7433
9oTFCTN0 THE ENVQ����2
Agenda Report
File #: 2019-571 Agenda Date: 10/2/2019 Agenda Item No: 4.
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT:
MP-275/MP-276 CENTRAL GENERATION ENGINE OVERHAULS AT PLANT NOS. 1 AND 2
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Award a service contract to UPS Midstream Services, Inc. to provide Central Generation
Engine Overhauls at Plant Nos. 1 and 2 (for a total of two engines), Specification No. S-2019-
107413D, for a total amount not to exceed $5,636,335; and
B. Approve a contingency of $1,127,268 (20%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) operates eight Central Generation (Cen
Gen) engines manufactured by Cooper Bessemer, now part of General Electric (GE). These engines
are no longer in production, but parts are available from GE and other third-party vendors. The
engines generate approximately two-thirds of the Sanitation District's electric demand. Additionally,
waste heat from the engines is recovered and supplies the majority of the process heat demand used
in the solids digestion process and the absorption chiller at Plant No. 1 (which provides cooling for
the Administration Building, Laboratory Building, Central Generation Building, and Operations
Building). At Plant No. 2, the waste heat generated by the engines is also converted into electrical
energy using a steam turbine.
The Cen Gen engines are recommended to have a major bottom-end overhaul at 140,000 run hours,
approximately every 20 to 25 years. The engine types installed at the Sanitation District in the mid-
1990s are not common. There are few companies in California that supply these heavy rebuild
services. There have been three unsuccessful bid attempts by the Sanitation District to accomplish
the bottom-end overhauls. Over the past three years, bids were received, but were deemed non-
responsive for various commercial reasons and ranged from $2.6 million to $4.8 million, per engine.
RELEVANT STANDARDS
• Protect Orange County Sanitation District assets
• Maintain a proactive asset management program
Orange County Sanitation District Page 1 of 4 Printed on 9/25/2019
powered by LegistarTM
File #: 2019-571 Agenda Date: 10/2/2019 Agenda Item No: 4.
• Use all practical and effective means for resource recovery
• 24/7/365 treatment plant reliability
PROBLEM
The Cen Gen engines require a major bottom-end overhaul at approximately 140,000 run-hours, and
a lesser top-end overhaul approximately every 40,000 run-hours. Two engines are overdue for major
bottom-end overhauls.
PROPOSED SOLUTION
Staff recommends awarding a Contract to UPS Midstream Services, Inc. to provide parts and
services to overhaul two Cen Gen engines located at Plant Nos. 1 and 2.
TIMING CONCERNS
The existing Cooper Bessemer Gas Engine No. 1 at Plant No. 1 and Engine No. 5 at Plant No. 2 are
past their recommended bottom-end overhaul service intervals.
RAMIFICATIONS OF NOT TAKING ACTION
Failure to take action on this repair will inhibit the ability to reliably generate electricity and produce
process heat, resulting in a potential additional annual cost of approximately $1,400,000 per engine
per year at Plant No. 1, and $1,680,000 per engine per year at Plant No. 2 to offset energy
purchases and incurred demand charges.
In addition, the engines are critical for process treatment requirements and use of digester gas
produced in the digestion process. If the engines are not available, it will result in significant flaring of
digester gas.
PRIOR COMMITTEE/BOARD ACTIONS
April 2019 - Board of Directors authorized the General Manager to commence negotiations with
identified firms for the overhaul of two Central Generation engines located at Plant Nos. 1 and 2.
ADDITIONAL INFORMATION
A Request for Proposal (RFP) was issued on June 19, 2019 via PlanetBids and closed on July 25,
2019 for the overhaul of two Cen Gen engines. The Sanitation District received four responsive
proposals which were first evaluated on a pass/fail basis, then individually scored and weighted by
the evaluators. The members of the evaluation committee consisted of staff from the Engineering,
and Operations & Maintenance Departments.
Three of the four proposals passed the first round of evaluation by having the required company
experience with similar engine overhauls. The three proposals that passed the first round were then
evaluated based on the following criteria: (1) proposed staffing and project organization; (2) work
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plan; and (3) cost. The two top scoring proposals each submitted a Best and Final Offer for cost and
the highest scoring firm was then identified. The Sanitation District was then able to successfully
negotiate mutually agreed upon contractual terms and conditions.
Based on these results, staff recommends awarding the Service Contract to UPS Midstream
Services, Inc.
TABLE 1
Proposal Evaluation*
Evaluator Universal Plant GE Oil & Gas dba Reciprocating
Services dba. UPS Cooper Machinery Technology
Midstream Services Services
Services, Inc.
1 880 798 116
2 860 833 331
3 895 833 296
4 860 833 71
5 890 833 121
TOTAL AVERAGE 877 826 187
WEIGHTED SCORE
(Points)
TOTAL FINAL $5,636,334.63 $6,191,817.37 Not Opened
NEGOTIATED
COST
Staff evaluated replacement of major engine parts as a part of this procurement based on historical
wear patterns. It is anticipated that some parts that are not specified for replacement will need
replacement after inspection. These parts may include an engine crank shaft and/or the master rod
bearings. Rather than unnecessarily replacing costly parts, a project contingency of 20% is
requested to cover unexpected wear.
The Sanitation District's asset management plan calls for the continued use of the Cen Gen Systems
for another 25 years. The bottom-end overhauls serve as a midlife refurbishment for the engines to
meet a 50-year life cycle. Staff has investigated other higher efficiency technology like fuel cells.
These new technologies are not commercially viable. Refurbishing the engines and leveraging
current investment is the recommended action.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of the Sanitation District's Purchasing Ordinance. This
item has been budgeted in the FY19-20 budget Update, Operating and Maintenance Department
Repairs & Maintenance line item (Pg. 47).
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Date of Approval Contract Amount Contingency
10/23/2019 $5,636,335 $1,127,268 (20%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda
package:
• Service Contract
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SERVICE CONTRACT
Central Generation Engine Overhauls at Plants 1 & 2
Specification No. S-2019-1074BD
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 (hereinafter referred to as "OCSD") and UPS Midstream Services,
Inc. with a principal place of business at 990 Peiffers Lane, Harrisburg, PA 17109 (hereinafter
referred to as "Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Central Generation
Engine Overhauls at Plants 1 & 2 "Services" as described in Exhibit "A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-52; and
WHEREAS, on October 23, 2019, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in 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.
Exhibit "A" Scope of Work
Exhibit "B" Proposal
Exhibit "C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
Exhibit "F" Human Resources Policies
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, Memorial Day, Independence Day, Labor Day, 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 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided
under this Contract shall be a total amount not to exceed Five Million Six Hundred Thirty-
Six Thousand Three Hundred Thirty-Five Dollars ($5,636,335.00).
3. California Department of Industrial Relations(DIR) Registration and Record of Wages
3.1 To the extent Contractor's employees and/or its subcontractors who will perform work during
the design and preconstruction phases of a construction contract or perform work under a
maintenance contract for which Prevailing Wage Determinations have been issued by the
DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor
and its subcontractors shall comply with the registration requirements of Labor Code Section
1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance
monitoring and enforcement by the DIR.
3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall
comply with all the provisions of Labor Code Section 1776, and shall submit payroll records
to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-
compliance with the requirements of Section 1776 may be deducted from progress
payments per Section 1776.
3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a
copy of all certified payroll records to OCSD and/or general public upon request, provided
the public request is made through OCSD, the Division of Apprenticeship Standards or the
Division of Labor Standards Enforcement of the Department of Industrial Relations.
3.4 The Contractor and its subcontractors shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code of
Regulation Section 16461(e).
4. Payments and Invoicin_g
4.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project
Manager or designee, of itemized invoices submitted for Milestones completed in
accordance with Exhibit "A". OCSD, at its sole discretion, shall be the determining party as
to whether the Services have been satisfactorily completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff OCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2019-1074BD shall be referenced in the subject line.
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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. In no event shall Contractor's efficiency
in performing the work, fixed or lump sum components, or the make-up of Contractor's labor
and equipment rates be subject to review.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". 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.
8. Contract Term The Services provided under this Contract shall be completed within four
hundred twenty (420) calendar days from the effective date of the Notice to Proceed.
9. Renewals Not Used
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 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.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
■ if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
■ if Contractor sells its business; or
■ if Contractor breaches any of the terms of this Contract; or
■ if total amount of compensation exceeds the amount authorized under this Contract.
12.4 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.
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13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds Not Used
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, to the extent
such damages or injuries arise out of or are caused by Contractor's services under this
Contract, or by its subcontractor(s) or by anyone directly or indirectly employed by
Contractor, and whether such damage or injury shall accrue or be discovered before or after
the termination of the Contract. Except as to the sole active negligence of or willful
misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD,
its elected and appointed officials, officers, agents and employees, from and against any
and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)
for injury to or death of any person or damage to property or interference with the use of
property, arising out of or in connection with Contractor's performance under the Contract,
and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or
process, or any patented or unpatented invention, article or appliance, furnished or used
under the Contract, and/or (c) on account of any goods and services provided under this
Contract. This indemnification provision shall apply to any acts or omissions, willful
misconduct, or negligent misconduct, whether active or passive, on the part of Contractor
of or anyone employed by or working under Contractor. To the maximum extent permitted
by law, Contractor's duty to defend shall apply whether or not such claims, allegations,
lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations
that any of the parties to be defended were actively, passively, or concurrently negligent, or
which otherwise assert that the parties to be defended are responsible, in whole or in part,
for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon
written notice from OCSD, and with well qualified, adequately insured, and experienced
legal counsel acceptable to OCSD.
16. Limitation of Damages Notwithstanding anything to the contrary in any of the contract
documents, neither party shall be liable to the other for any consequential, indirect,
incidental, special, liquidated or punitive damages (including but not limited to loss of use,
revenue or profits, inventory or use charges, cost of capital or claims of customers)
howsoever caused. The foregoing shall not limit any damages that may be recoverable
under California Civil Code section 3300, nor shall the foregoing apply to claims caused by
Contractor's gross negligence, willful misconduct or fraud.
17. Limitation of Liability Contractor's total liability with respect to this Agreement, or any
breach thereof, whether based on contract, warranty, tort (including negligence), strict
liability or otherwise, shall not exceed two times the Contract Price.
18. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s) to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
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requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in
Exhibit "D" and the Human Resources Policies (Exhibit "F").
19. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply:
19.1 Manufacturer's standard warranty shall apply. All manufacturer warranties shall commence
on the date of acceptance by the OCSD Project Manager or designee of the work as
complete.
19.2 Contractor's Warranty (Guarantee): If within a one (1) year period of completion of all work
as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services
provided 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.
20. Liquidated Damages Not Used
21. 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.
22. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
23. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed; 2)it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
work under this Contract. Should Contractor discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until
written instructions are received from OCSD.
24. 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.
25. Environmental Compliance Contractor shall, at its own cost and expense, comply with all
Federal, State, and local environmental laws, regulations, and policies which apply to the
Contractor, its subcontractors, and the Services, including, but not limited to, all applicable
Federal, State, and local air pollution control laws and regulations.
26. Licenses, Permits, Ordinances and Re_gulations Contractor represents and warrants to
OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to engage in this work. Any and all fees required by Federal,
State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work
performed under the terms of this Contract will be paid by Contractor.
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27. 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.
28. Contractor's Employees Compensation
28.1 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.
28.2 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 same are on file in the Engineering Department. 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 project site, which shall be made available to any interested party upon request.
28.3 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.
28.4 Apprentices—Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California,
regarding the employment of apprentices are applicable to this Contract and the Contractor
shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or
more or twenty(20)working days or more; or if contracts of specialty contractors not bidding
for work through the general or prime Contractor are two thousand dollars ($2,000.00) or
more or five (5) working days or more.
28.5 Workday—In the performance of this Contract, not more than eight(8) hours shall constitute
a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day
from any person employed by it hereunder. Contractor shall conform to Article 3, Chapter
1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit
to OCSD as a penalty, the sum of twenty-five dollars ($25.00) for each worker employed in
the execution of this Contract by Contractor or any subcontractor for each calendar day
during which any worker is required or permitted to labor more than eight (8) hours in any
one (1) calendar day and forty (40) hours in any one (1) 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.
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28.6 Record of Wages; Inspection — Contractor agrees to maintain accurate payroll records
showing the name, address, social security number, work classification, straight-time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker or other employee employed by it in connection with the
project and agrees to require that each of its subcontractors do the same. All payroll records
shall be certified as accurate by the applicable Contractor or subcontractor or its agent
having authority over such matters. Contractor further agrees that its payroll records and
those of its subcontractors shall be available to the employee or employee's representative,
the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards
and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties
for non-compliance with the requirements of Section 1776 may be deducted from project
payments per the requirements of Section 1776.
29. South Coast Air Quality Mana_pement 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.
30. 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 the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
31. 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.
32. Remedies In addition to other remedies available in law or equity, if the Contractor fails to
make delivery of the goods or Services or repudiates its obligations under this Contract, or
if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
33. Dispute Resolution
33.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
33.2 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
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shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two (2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
34. 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.
35. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
36. 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.
37. Dama_ge 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.
38. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
39. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
40. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
41. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
42. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
43. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
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44. 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.
45. 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.
46. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jackie Lagade
Principal Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
Contractor: Reagan Busbee
President
UPS Midstream Services, Inc.
990 Peiffers Lane
Harrisburg, PA 17109
Each party shall provide the other party written notice of any change in address as soon as
practicable.
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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:
David John Shawver
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Ruth Zintzun
Purchasing and Contracts Manager
UPS MIDSTREAM SERVICES, INC.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 10 of 10 Specification No. S-2019-1074BD
Version 120518
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2 9 Fountain Valley, CA 92708
OPERATIONS COMMITTEE (714)593 7433
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Agenda Report
File #: 2019-598 Agenda Date: 10/2/2019 Agenda Item No: 5.
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT:
ORANGE COUNTY SANITATION DISTRICT'S SAFETY AND SECURITY PROGRAM
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Information Item.
BACKGROUND
Each month, staff provides an informational presentation on topics of interest to the Board of
Directors. This month's topic: Orange County Sanitation District's Safety and Security Program.
RELEVANT STANDARDS
• Provide a safe and collegial workplace
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda
package:
N/A
Orange County Sanitation District Page 1 of 1 Printed on 9/25/2019
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